What is the Series I Preferred offering and what is its purpose?

Citizens announced a proposed public offering of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. If the offering prices and closes, the company intends to use the net proceeds to redeem some or all of its 5.650% Series F Preferred Stock on the October 6, 2025 dividend payment date. The offering had not priced as of the filing date.

Is the Series F redemption certain to happen?

No. The filing states that pricing and redemption depend on market conditions and other considerations, and there is no assurance the offering will price or close, or that the company will redeem the Series F shares, or the amount and timing if it does. Citizens said it would announce any redemption decision by press release and notice after the offering closes.

How did Citizens perform in the second quarter of 2025?

Results improved from the prior quarter. Diluted EPS was $0.92 versus $0.77, pre-provision profit rose 16% to $718 million, and net income reached $436 million. Revenue grew 5% to $2.04 billion while noninterest expense was flat at $1.32 billion. The company reported no notable items in either 2Q25 or 1Q25.

What is the credit quality picture?

Credit metrics were stable to improving. Net charge-offs were 48 bps of average loans, down from 58 bps in the prior quarter, which included a Non-Core education loan sale impact. Nonaccrual loans fell 4% to $1.5 billion, and the allowance for credit losses was 1.59% of loans, slightly lower than 1.61% in the prior quarter.

What are the capital and shareholder return implications?

The CET1 ratio was 10.6%, unchanged from the prior quarter, and tangible book value per share rose 4% to $35.23. The company paid $185 million in common dividends and repurchased $200 million of shares in the quarter. The board increased the repurchase program capacity to $1.5 billion in June 2025, and a $0.42 quarterly dividend was declared, payable August 14, 2025.

CITIZENS FINANCIAL GROUP INC/RI 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed July 22, 2025. Cited figures are marked; the original filing is the authoritative source.

Citizens Financial Group (CFG) reported second quarter 2025 results on July 17, 2025, showing diluted EPS of $0.92^a (up $0.15 from the prior quarter and up $0.14 year over year on a reported basis), with no notable items in the quarter.

Pre-provision profit rose 16% quarter over quarter to $718 million^b, driven by 5% revenue growth to $2.04 billion and expenses that were essentially flat at $1.32 billion, producing a 64.8% efficiency ratio (improved from 67.9%). Net interest margin expanded 5 basis points to 2.95%, and noninterest income rose 10% to $600 million, led by card, wealth and mortgage banking fees. Credit trends were stable to improving: net charge-offs were 48 basis points, nonaccrual loans fell 4%, and the allowance covered 1.59% of loans.

Capital remained strong, with a CET1 ratio of 10.6% and tangible book value per share up 4% to $35.23^c. Separately, the company announced a proposed public offering of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. If priced and closed, Citizens intends to use the proceeds to redeem some or all of its outstanding 5.650% Series F Preferred Stock on the October 6, 2025 dividend payment date.

The offering is subject to market conditions and has not yet priced, so there is no assurance it will proceed or that any redemption will occur. The filing also notes that the board increased the share repurchase authorization to $1.5 billion^d in June 2025, and a quarterly common dividend of $0.42 per share was declared, payable August 14, 2025.

For investors, the quarter shows improving operating leverage and profitability, with the main near-term event being the potential Series F refinancing. Management attributed the mix of results to Private Bank growth and seasonal fee patterns, while the lower-cost deposit mix and falling Non-Core balances supported margin and credit quality.

02—Key points

Key Highlights

Diluted EPS of $0.92, up $0.15 quarter over quarter and $0.14 year over year (reported); no notable items in 2Q25 or 1Q25
Pre-provision profit of $718 million, up 16% QoQ, with positive operating leverage of about 5% and an efficiency ratio improved to 64.8%
Net interest margin rose 5 bps to 2.95% (FTE), with net interest income up 3.3% QoQ
Noninterest income of $600 million, up 10% QoQ, led by mortgage banking (+24%), card and wealth fees
Credit quality stable to improving: net charge-offs of 48 bps, nonaccrual loans down 4% QoQ, ACL at 1.59% of loans
Capital and book value strengthened: CET1 of 10.6%, tangible book value per share of $35.23 (up 4% QoQ), and the buyback authorization raised to $1.5 billion
Proposed Series I preferred offering could fund redemption of the 5.650% Series F Preferred on October 6, 2025, which is contingent on pricing and market conditions

03—Questions

Frequently Asked Questions

What is the Series I Preferred offering and what is its purpose?
Citizens announced a proposed public offering of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. If the offering prices and closes, the company intends to use the net proceeds to redeem some or all of its 5.650% Series F Preferred Stock on the October 6, 2025 dividend payment date. The offering had not priced as of the filing date.
Is the Series F redemption certain to happen?
No. The filing states that pricing and redemption depend on market conditions and other considerations, and there is no assurance the offering will price or close, or that the company will redeem the Series F shares, or the amount and timing if it does. Citizens said it would announce any redemption decision by press release and notice after the offering closes.
How did Citizens perform in the second quarter of 2025?
Results improved from the prior quarter. Diluted EPS was $0.92 versus $0.77, pre-provision profit rose 16% to $718 million, and net income reached $436 million. Revenue grew 5% to $2.04 billion while noninterest expense was flat at $1.32 billion. The company reported no notable items in either 2Q25 or 1Q25.
What is the credit quality picture?
Credit metrics were stable to improving. Net charge-offs were 48 bps of average loans, down from 58 bps in the prior quarter, which included a Non-Core education loan sale impact. Nonaccrual loans fell 4% to $1.5 billion, and the allowance for credit losses was 1.59% of loans, slightly lower than 1.61% in the prior quarter.
What are the capital and shareholder return implications?
The CET1 ratio was 10.6%, unchanged from the prior quarter, and tangible book value per share rose 4% to $35.23. The company paid $185 million in common dividends and repurchased $200 million of shares in the quarter. The board increased the repurchase program capacity to $1.5 billion in June 2025, and a $0.42 quarterly dividend was declared, payable August 14, 2025.

04—Continue

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