8-KOther EventsExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jul 22, 2025)

Filed July 22, 2025For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) filed an 8-K on July 22, 2025, detailing two key events. The company announced its second quarter 2025 earnings, with detailed results and a financial supplement filed as exhibits. This provides investors with the latest operational and financial performance data. More significantly, CFG announced the launch of a proposed public offering for a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. The primary purpose of this offering is to redeem some or all of its outstanding Series F Preferred Stock, which carries a 5.650% fixed rate. The redemption is slated for the October 6, 2025, dividend payment date, subject to the successful pricing and closing of the Series I Preferred Stock offering and market conditions. Investors should monitor the pricing and completion of this offering as it directly impacts the company's capital structure and future dividend obligations.

Key Highlights

  • 1Citizens Financial Group announced its second quarter 2025 earnings results.
  • 2A financial supplement for Q2 2025 performance has also been filed.
  • 3CFG has launched a proposed public offering for a new series of Perpetual Preferred Stock, Series I.
  • 4The company intends to use proceeds from the Series I offering to redeem its Series F Preferred Stock.
  • 5The redemption of Series F Preferred Stock is planned for October 6, 2025, if the offering is successful.
  • 6The redemption is contingent on market conditions and the successful pricing and closing of the Series I Preferred Stock offering.
  • 7The offering is detailed in a preliminary prospectus supplement filed with the SEC.

Frequently Asked Questions

This filing primarily serves to announce Citizens Financial Group's second quarter 2025 earnings and, more notably, to disclose the launch of a proposed public offering for a new series of preferred stock (Series I) intended to redeem existing preferred stock (Series F).

The redemption of the Series F Preferred Stock is not guaranteed. It is conditional upon the successful pricing and closing of the proposed Series I Preferred Stock offering, market conditions, and other considerations. The company will announce its decision by press release if it proceeds with the redemption.

The Series F Preferred Stock has a fixed rate of 5.650%.

If the company decides to proceed with the redemption, it is intended to occur on the dividend payment date of October 6, 2025, following the successful closing of the Series I Preferred Stock offering.