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CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Regulation FD Disclosure (Jun 28, 2024)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed June 28, 2024
Period End
June 28, 2024
In the record · 2016–202610-K1210-Q328-K196

CFG filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 196 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Dec ’18Dec ’18
  2. Material agreement8-K · Jul ’21Jul ’21
  3. Leadership change8-K · Oct ’25Oct ’25

Summary

Summary of the 8-K filed June 28, 2024. Cited figures are marked; the original filing is the authoritative source.

Citizens Financial Group (NYSE: CFG) disclosed on June 28, 2024 that the Federal Reserve has communicated a preliminary Stress Capital Buffer (SCB) of 4.5%a, effective October 1, 2024, following the release of DFAST stress test results on June 26, 2024.

Under this buffer, the implied regulatory minimum CET1 ratio rises to 9.0%. Management said its second quarter 2024 CET1 ratio is expected to be approximately 160 basis points above that minimum, which it characterized as reaffirming the bank's capital strength. Alongside the capital update, the board increased the capacity of the common share repurchase program to $1.25 billionb, an increase of $656 million over the $594 million remaining under the February 2023 authorization as of June 28, 2024.

Management said it will continue to operate within a targeted CET1 range of 10.0%c to 10.5%, and noted that the Fed's modeled PPNR decline is inconsistent with the company's own stress test, which shows meaningfully better PPNR results. The company also stated it will assess potential changes to capital distributions as conditions warrant, and that repurchase timing and dividend declarations remain subject to board approval and market and regulatory conditions.

For investors, the filing is primarily a capital-return signal: a materially larger buyback authorization, paired with a stated CET1 target range that sits above the new 9.0%d regulatory minimum. The filing furnishes the press release under Regulation FD (Item 7.01) rather than filing it, and it contains no quantitative earnings or credit results beyond the stress test references.

Key Highlights

  1. Federal Reserve communicated a preliminary Stress Capital Buffer of 4.5%, effective October 1, 2024, following DFAST results released June 26, 2024.
  2. Implied regulatory minimum CET1 ratio rises to 9.0% under the preliminary SCB.
  3. Expected Q2 2024 CET1 ratio of approximately 160 basis points above the implied minimum, per the company.
  4. Board increased the share repurchase authorization capacity to $1.25 billion, up $656 million from the $594 million remaining under the February 2023 program.
  5. Management targets a CET1 range of 10.0% to 10.5%, which is above the new 9.0% implied minimum.
  6. Management disputes the Fed's modeled PPNR decline, stating its own company-run stress test shows meaningfully better PPNR results.
  7. Company will assess potential changes to capital distributions as conditions warrant; dividends remain subject to board approval.

Frequently Asked Questions

  1. What is the Stress Capital Buffer and why does it matter for CFG?

    The Stress Capital Buffer is a capital requirement set by the Federal Reserve based on modeled losses under its DFAST stress test. CFG's preliminary SCB is 4.5%, effective October 1, 2024, which raises its implied regulatory minimum CET1 ratio to 9.0%. This sets the floor that determines how much capital the bank must hold above minimums before restricting distributions.

  2. How much capital headroom does Citizens have above the regulatory minimum?

    Management expects its second quarter 2024 CET1 ratio to be approximately 160 basis points above the implied regulatory minimum of 9.0%, which implies a CET1 ratio of roughly 10.6%. The filing does not provide the exact reported figure.

  3. What changed in the share repurchase program?

    The board raised the capacity of the common share repurchase program to $1.25 billion, an increase of $656 million over the $594 million remaining under the February 2023 authorization as of June 28, 2024. Repurchases may occur in the open market, in privately negotiated transactions, under Rule 10b5-1 plans, or through accelerated share repurchases and other structured transactions.

  4. Does the Fed's stress test result conflict with management's view?

    Partially. The Fed's results show improved modeled credit losses, driven by lower commercial real estate losses versus 2023, but a modeled decline in pre-provision net revenue. Management said that decline is inconsistent with its company-run stress test, which shows meaningfully better PPNR results.

  5. Are dividends or buybacks guaranteed under this announcement?

    No. The company states that it will assess potential changes to capital distributions as conditions warrant, and that common stock dividends are subject to board approval. Repurchase timing and amounts depend on capital position, financial performance, strategic initiative capital impacts, market conditions, and regulatory considerations, and the filing provides no assurance of specific repurchases or dividends.