8-KCorporate ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Bylaw Amendment (Jul 9, 2024)

Filed July 9, 2024For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) has filed a Certificate of Elimination with the State of Delaware, effective July 8, 2024. This action formally removes all provisions related to its 6.350% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, from its Amended and Restated Certificate of Incorporation. Concurrently, all outstanding shares of this Series D Preferred Stock were redeemed on the same date. In conjunction with this elimination, CFG also filed a Restated Certificate of Incorporation on July 8, 2024. This restated document incorporates the elimination of the Series D Preferred Stock and integrates the previously filed Certificate of Designations for its 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H. These corporate actions are administrative in nature, reflecting changes in the company's capital structure and governance documents.

Key Highlights

  • 1Citizens Financial Group, Inc. (CFG) has formally eliminated its Series D Preferred Stock from its corporate charter.
  • 2All outstanding shares of the 6.350% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, were redeemed on July 8, 2024.
  • 3A Restated Certificate of Incorporation has been filed to reflect these changes.
  • 4The restated certificate also integrates provisions for the 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H.
  • 5These filings are primarily administrative and relate to the company's corporate structure.
  • 6The effective date of the Certificate of Elimination was July 8, 2024.

Frequently Asked Questions

The Certificate of Elimination formally removes the Series D Preferred Stock from Citizens Financial Group's governing documents, signifying that this class of preferred stock is no longer authorized or outstanding.

All outstanding shares of the Series D Preferred Stock were redeemed by Citizens Financial Group on July 8, 2024. This means the company bought back these shares, likely paying the holders their redemption value.

These filings are primarily administrative and reflect a change in the company's authorized share classes. The redemption of the Series D Preferred Stock may have implications for CFG's leverage and capital ratios, but the specific financial impact would require a deeper dive into the company's financial statements and redemption terms.

A Restated Certificate of Incorporation combines all previous amendments into a single, consolidated document. In this case, it was updated to reflect the elimination of the Series D Preferred Stock and to incorporate the details of the Series H Preferred Stock.