8-KShareholder MattersCorporate ChangesOther Events+1

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Rights Modification (Jul 31, 2025)

Filed July 31, 2025For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) has filed a Form 8-K detailing the issuance of its 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. This issuance, which occurred on July 31, 2025, introduces new dividend restrictions on the company's common stock and junior preferred stock. Specifically, if CFG fails to pay dividends on the Series I Preferred Stock, it will be restricted from paying dividends on or acquiring its common stock or other junior stock. Furthermore, any partial dividend payment on the Series I Preferred Stock will limit full dividend payments on equally ranking preferred stock. The filing also confirms the establishment of the Series I Preferred Stock's terms through a Certificate of Designations filed on July 25, 2025. Separately, on July 22, 2025, CFG entered into an underwriting agreement for a public offering of 16,000,000 depositary shares, each representing a 1/40th interest in a share of the Series I Preferred Stock. These depositary shares were issued under a Deposit Agreement with Computershare, effective July 31, 2025. Investors should note these changes as they impact the company's capital structure and dividend policy.

Key Highlights

  • 1Citizens Financial Group (CFG) has issued 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I.
  • 2Issuance of Series I Preferred Stock imposes dividend restrictions on CFG's common stock and junior preferred stock.
  • 3Failure to pay Series I Preferred Stock dividends restricts dividends on common stock and junior stock.
  • 4Partial dividend payments on Series I Preferred Stock may limit full dividend payments on equally ranked preferred stock.
  • 5CFG entered into an underwriting agreement for the public offering of 16,000,000 depositary shares, each representing a 1/40th interest in the Series I Preferred Stock.
  • 6The Certificate of Designations establishing the Series I Preferred Stock's terms was filed on July 25, 2025.
  • 7Depositary shares were issued under a Deposit Agreement with Computershare, effective July 31, 2025.

Frequently Asked Questions

This 8-K filing announces the issuance of Citizens Financial Group's (CFG) new Series I Preferred Stock and the related public offering of depositary shares. It details the terms of this new stock and its impact on the company's capital structure, particularly regarding dividend payments.

If CFG does not declare and pay (or set aside) dividends on the Series I Preferred Stock for a preceding dividend period, the company's ability to declare or pay dividends on, or purchase, redeem, or acquire shares of its common stock will be restricted.

Depositary shares are securities that represent ownership of a fraction of a share of a foreign security held by a U.S. depository bank. In this case, each depositary share represents a 1/40th interest in a share of CFG's Series I Preferred Stock, making it easier for investors to trade interests in the preferred stock.

The Certificate of Designations for the Series I Preferred Stock became effective on July 25, 2025. The depositary shares were issued under a Deposit Agreement that became effective on July 31, 2025.