01—Abstract
Summary
Summary of the 8-K filed October 6, 2025. Cited figures are marked; the original filing is the authoritative source.
Citizens Financial Group, Inc. (CFG) has filed a Certificate of Elimination with the Delaware Secretary of State, effectively removing all provisions related to its 5.650%a Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F (Series F Preferred Stock) from its Restated Certificate of Incorporation.
This action was completed concurrently with the full redemption of all outstanding Series F Preferred Stock on October 6, 2025. This move signifies a simplification of the company's capital structure and the retirement of this specific series of preferred stock. Furthermore, CFG filed an updated Restated Certificate of Incorporation that incorporates the elimination of the Series F Preferred Stock and integrates the previously filed Certificate of Designations for its 6.500%b Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I.
Investors should note that these filings are primarily administrative in nature, related to the management of the company's outstanding equity and preferred stock issuances, and do not appear to indicate any immediate operational or strategic shifts. The company has made the relevant filing documents available as exhibits to this report.
02—Key points
Key Highlights
- Citizens Financial Group (CFG) eliminated Series F Preferred Stock from its Restated Certificate of Incorporation.
- All outstanding shares of the 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F were redeemed on October 6, 2025.
- A Certificate of Elimination was filed with the Delaware Secretary of State.
- An updated Restated Certificate of Incorporation was filed, reflecting the elimination of Series F Preferred Stock.
- The updated Restated Certificate of Incorporation also integrates the designations for the 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I.
- These filings are primarily administrative actions related to the company's capital structure.
- No immediate operational or strategic changes appear to be indicated by these filings.
03—Questions
Frequently Asked Questions
What is the significance of the Series F Preferred Stock being eliminated?
The elimination of the Series F Preferred Stock means that it is no longer a part of Citizens Financial Group's capital structure. This is usually accompanied by the redemption or retirement of the associated shares, which has occurred in this case. It simplifies the company's outstanding securities.
What does it mean that the Series F Preferred Stock was 'redeemed'?
Redemption means that Citizens Financial Group has paid back the principal amount of the preferred stock to its holders. Effectively, the company has bought back these shares and retired them, ending its obligation to pay dividends on them and ceasing their existence as outstanding securities.
How does this filing affect common shareholders?
For common shareholders, this filing is generally positive as it indicates a simplification of the capital structure and potentially a more efficient use of capital. The elimination of a preferred stock series, especially when redeemed, can reduce future dividend obligations for the company, which could indirectly benefit common shareholders.
What is the purpose of filing an updated Restated Certificate of Incorporation?
An updated Restated Certificate of Incorporation is filed to reflect changes in the company's charter documents. In this instance, it formally removes the provisions for the Series F Preferred Stock and incorporates details about the Series I Preferred Stock, ensuring the company's governing documents are accurate and up-to-date.
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