Every 424B that Citizens Financial Group, Inc. (CFG) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow CFG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CFG filings page.
Citizens Financial Group, Inc. is conducting a primary offering of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, with a $1,000 liquidation preference per share. Dividends are payable quarterly, only when and if declared, at a fixed rate until October 6, 2031, then reset every five years to the Five-year U.S. Treasury Rate plus a spread.
The Series J Preferred Stock is perpetual equity, non-cumulative, ranks junior to all indebtedness and effectively junior to obligations of subsidiaries, and has no voting rights except in limited circumstances. Citizens may redeem the shares on any dividend payment date on or after October 6, 2031, or earlier upon a Regulatory Capital Treatment Event, in each case at $1,000 per share plus declared and unpaid dividends. Net proceeds are expected to be used to redeem some or all of the outstanding Series G Preferred Stock and for general corporate purposes. Citizens reported $227.9 billion of assets as of March 31, 2026, and the Series J Preferred Stock will qualify as Tier 1 capital subject to evolving regulatory capital rules.
Citizens Financial Group, Inc. is offering $400,000,000 aggregate principal amount of 5.299% fixed-reset subordinated notes due January 29, 2036. The notes pay a fixed 5.299% annual interest rate until January 29, 2031, then reset to the Five-Year U.S. Treasury Rate plus 1.450%, with interest paid semi-annually each January 29 and July 29 starting July 29, 2026.
The notes are unsecured, subordinated obligations of Citizens, ranking below $6.3 billion of senior debt and pari passu with $1.6 billion of similar subordinated debt as of September 30, 2025, and are structurally subordinated to approximately $194.6 billion of liabilities at Citizens Bank, N.A. Citizens may redeem the notes at par on the reset date, on or after October 30, 2035, or after a regulatory capital treatment event, subject to Federal Reserve approval.
The offering price is 100% of principal, with a 0.450% underwriting discount, providing $398,200,000 in proceeds before expenses and approximately $397 million net. Citizens expects to use the proceeds for general corporate purposes, including potential share repurchases, dividends, debt repayment, subsidiary funding and acquisitions. The notes will not be listed on an exchange, are not bank deposits, and are not insured by the FDIC or any government agency, and they carry specific risks related to subordination, limited events of default, potential interest rate reset lower than 5.299%, and the absence of a guaranteed trading market.
Citizens Financial Group, Inc. plans to issue fixed-reset subordinated notes due 2036. These unsecured notes pay a fixed interest rate from issuance until a reset date in 2031, then reset every five years to the Five-Year U.S. Treasury Rate plus a spread, with interest paid semi-annually. The notes are subordinated to Citizens’ senior debt and structurally subordinated to the liabilities of its subsidiaries, including substantial deposits and other obligations at Citizens Bank, N.A. Citizens may redeem the notes at par on the reset date, on or after a date in 2035, or after a Regulatory Capital Treatment Event, subject to Federal Reserve approval. Net proceeds are expected to be used for general corporate purposes, including capital management, debt repayment and investments in subsidiaries.