STOCK TITAN
  1. Home
  2. Sec-filings
  3. CFG-PE
  4. [8-K] CITIZENS FINANCIAL GROUP INC/RI Reports Material Event

Citizens Financial Group (CFG-PE) offers new 6.750% Series J preferred

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Citizens Financial Group, Inc. created a new class of 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, with a liquidation preference of $1,000 per share. The terms were established through a Certificate of Designations filed in Delaware on July 27, 2026, which became effective upon filing.

When Series J is issued on July 30, 2026, the company’s ability to pay dividends on or repurchase common stock and other junior securities will be restricted for any period in which dividends on Series J are not declared and paid or set aside. Dividends on equally ranked preferred stock will also be limited if only partial dividends are paid on Series J. Citizens Financial also entered into an Underwriting Agreement for a public offering of 400,000 shares of Series J Preferred Stock, supported by legal opinions and consents incorporated into an existing Form S-3 registration statement.

Positive

  • None.

Negative

  • None.

Filing Explained

Series J terms are established, but this filing does not show issuance; restrictions on common stock therefore are not yet shown as operative.

This 8-K documents an agreed 400,000-share Series J preferred offering with closing conditions and termination provisions, but does not identify issuance as completed; the common-holder restrictions therefore remain conditional on issuance.

The filing also incorporates the underwriting agreement and legal materials into Form S-3; under the supplied definition, that shelf registration creates future sale capacity without selling shares itself.

The state-changing milestone is the issuance referenced in Item 3.03 and completion under the underwriting agreement; until then, the Series J rights are established as terms but are not shown as operative against common stock.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Dividend rate, Series J 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J
Liquidation preference, Series J $1,000 per share Liquidation preference of the Series J Preferred Stock
Series J shares offered 400,000 shares Public offering of Series J Preferred Stock under the Underwriting Agreement dated July 21, 2026
Dividend rate, Series E 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
Dividend rate, Series H 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H
Dividend rate, Series I 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock financial
"6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J"
A fixed-rate reset non-cumulative perpetual preferred stock is a type of permanent equity that pays a set dividend for an initial period, then periodically resets that dividend to a new rate (usually tied to a market benchmark), has no maturity date, and does not accumulate unpaid dividends if the issuer skips payments. Think of it like a never-ending bond whose interest rate is fixed for a time then adjusted, but where missed payments are forgone rather than owed later. Investors care because it offers income with changing interest-rate exposure and higher risk than debt, including dependence on the issuer’s ability to pay and subordination behind creditors.
Certificate of Designations regulatory
"filed a Certificate of Designations with the Secretary of State"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”)"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
liquidation preference financial
"6.750% ... Preferred Stock, Series J, liquidation preference of $1,000 per share"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
registration statement on Form S-3 regulatory
"Registrant’s registration statement on Form S-3 (File No. 333-282511)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What new security did Citizens Financial Group (CFG-PE) introduce in this filing?
Citizens Financial Group introduced a new 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, with a $1,000 per share liquidation preference. Its rights and preferences are set out in a Certificate of Designations filed in Delaware on July 27, 2026.

How many Series J Preferred Stock shares is Citizens Financial Group (CFG-PE) offering?
Citizens Financial Group entered into an Underwriting Agreement for a public offering of 400,000 shares of its Series J Preferred Stock. The agreement, dated July 21, 2026, is with several major underwriters and governs terms, indemnities, and conditions to closing.

How does the Series J Preferred Stock affect common stock dividends at Citizens Financial Group (CFG-PE)?
Once Series J is issued, Citizens Financial Group’s ability to declare or pay dividends on, or repurchase, common and other junior stock becomes restricted for any period in which dividends on Series J are not declared and paid or set aside for the preceding dividend period.

What corporate action established the rights of the Series J Preferred Stock at Citizens Financial Group (CFG-PE)?
The rights and preferences of the Series J Preferred Stock were established through a Certificate of Designations filed with the Delaware Secretary of State on July 27, 2026. The Certificate became effective upon filing and is incorporated by reference as an exhibit.

Which underwriters are involved in Citizens Financial Group (CFG-PE)’s Series J Preferred Stock offering?
The Underwriting Agreement for the Series J Preferred Stock involves BofA Securities, J.P. Morgan Securities, Morgan Stanley & Co., Wells Fargo Securities, and Citizens JMP Securities as representatives of the several underwriters listed in the agreement’s schedule.
CITIZENS FINANCIAL GROUP INC/RI Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-CumulativePerpetual Preferred Stock, Series E false 0000759944 --12-31 0000759944 2026-07-27 2026-07-27 0000759944 us-gaap:CommonStockMember 2026-07-27 2026-07-27 0000759944 us-gaap:SeriesEPreferredStockMember 2026-07-27 2026-07-27 0000759944 us-gaap:SeriesHPreferredStockMember 2026-07-27 2026-07-27 0000759944 cfg:SeriesIPreferredStockMember 2026-07-27 2026-07-27
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2026

 

 

CITIZENS FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified In Its Charter)

 

 

 

Delaware   001-36636   05-0412693

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

One Citizens Plaza

Providence, RI

   02903
(Address of principal executive offices)   (Zip Code)

(203) 900-6715

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol(s)

  

Name of each exchange

on which registered

Common stock, $0.01 par value per share   CFG   New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E   CFG PrE   New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H   CFG PrH   New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I   CFG PrI   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 3.03. Material Modification to Rights of Security Holders.

Upon issuance of the 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, liquidation preference of $1,000 per share (the “Series J Preferred Stock”) by Citizens Financial Group, Inc. (the “Registrant”) on July 30, 2026, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of other stock of the Registrant that rank junior to the Series J Preferred Stock will be subject to certain restrictions in the event that the Registrant does not declare and pay (or set aside) dividends on the Series J Preferred Stock for the last preceding dividend period, and the ability of the Registrant to declare full dividends on any preferred stock that ranks equally with the Series J Preferred Stock will be subject to certain limitations in the event the Registrant declares partial dividends on the Series J Preferred Stock. The terms of the Series J Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 27, 2026, the Registrant filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series J Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On July 21, 2026, the Registrant entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters listed therein, relating to the public offering of 400,000 shares of the Series J Preferred Stock. The Underwriting Agreement contains various representations, warranties and agreements by the Registrant, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Registrant’s registration statement on Form S-3 (File No. 333-282511) (the “Registration Statement”) and such exhibit is hereby incorporated by reference into the Registration Statement.

A copy of the opinion of Sullivan & Cromwell LLP, counsel for the Registrant, relating to the legality of the issuance and sale of the Depositary Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 5.1 and 23.1 of this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number		   

Description

1.1    Underwriting Agreement, dated July 21, 2026, among Citizens Financial Group, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto
3.1    Certificate of Designations of the Registrant with respect to the Series J Preferred Stock, dated July 27, 2026, filed with the Secretary of State of the State of Delaware and effective July 27, 2026
4.1    Filed as Exhibit 3.1
5.1    Opinion of Sullivan & Cromwell LLP
23.1    Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

Citizens Financial Group, Inc.

(Registrant)

Date: July 30, 2026   By:  

/s/ Pamela J. Brow

    Name:   Pamela J. Brow
    Title:  

Executive Vice President, Deputy General Counsel and

Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

Other Documents