8-KShareholder MattersCorporate ChangesOther Events+1

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Rights Modification (Jul 31, 2026)

Filed July 31, 2026For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) has filed an 8-K detailing the issuance and terms of its new 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J. This issuance, effective July 30, 2026, involves 400,000 shares with a liquidation preference of $1,000 per share, totaling $400 million in potential capital. The filing clarifies the rights and restrictions associated with this new preferred stock, particularly concerning dividend payments and distributions to common stockholders and other junior stock classes. Key for investors is understanding the implications of the Series J Preferred Stock on CFG's capital structure and dividend policy for its common shares. The terms indicate that if CFG fails to pay or set aside dividends on the Series J Preferred Stock, it will face restrictions on paying dividends to common stock or other junior securities. This structure prioritizes the preferred shareholders, ensuring their dividend payments are met before common shareholders receive distributions. The Certificate of Designations, filed with Delaware, outlines these detailed preferences and limitations, and the related Underwriting Agreement is also filed, providing transparency on the offering process.

Key Highlights

  • 1Citizens Financial Group (CFG) has issued 400,000 shares of 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, on July 30, 2026.
  • 2The Series J Preferred Stock has a liquidation preference of $1,000 per share, implying a total capital raise of $400 million.
  • 3The issuance of Series J Preferred Stock imposes dividend restrictions on CFG's common stock and other junior securities if preferred dividends are not met.
  • 4Dividends on the Series J Preferred Stock are non-cumulative, meaning missed dividend payments are not made up in the future.
  • 5The Certificate of Designations, establishing the terms of the Series J Preferred Stock, was filed with the Delaware Secretary of State on July 27, 2026.
  • 6An Underwriting Agreement related to the public offering of the Series J Preferred Stock, entered into on July 21, 2026, has been filed.
  • 7This filing is an 8-K Current Report providing disclosure on material modifications to security holder rights and other events.

Frequently Asked Questions

This 8-K filing is primarily to disclose the details surrounding the issuance of CFG's new 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J. It outlines the terms, preferences, limitations, and the impact of this issuance on the rights of other security holders, especially common stockholders.

If CFG does not declare and pay (or set aside) dividends on the Series J Preferred Stock for a preceding dividend period, it will be restricted from declaring or paying dividends on its common stock or any other stock ranking junior to the Series J Preferred Stock. This effectively prioritizes preferred dividend payments over common stock dividends.

'Non-cumulative' means that if CFG misses a dividend payment on the Series J Preferred Stock, that missed payment is forfeited and will not accrue. The company is only obligated to pay dividends for the current and future dividend periods; it is not required to make up for any missed past payments.

The filing indicates the issuance of 400,000 shares of Series J Preferred Stock with a liquidation preference of $1,000 per share. This suggests a total capital raise of approximately $400 million (400,000 shares * $1,000/share).