CFG plans Series I preferred offering; eyes redemption of 5.650% Series F
On 22 Jul 2025 Citizens Financial Group (NYSE:CFG) filed an 8-K announcing a proposed public offering of a new Series I Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock.
Rhea-AI Filing Summary
On 22 Jul 2025 Citizens Financial Group (NYSE:CFG) filed an 8-K announcing a proposed public offering of a new Series I Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock. Pricing has not yet occurred and the offering may be withdrawn.
If completed, CFG intends to use the net proceeds to redeem some or all of its outstanding 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, on the 6 Oct 2025 dividend date. Replacing the higher-coupon Series F with the new Series I could lower funding costs and improve capital efficiency, but execution, final size, coupon and timing remain subject to market conditions. No financial metrics were provided in this filing; Q2-25 earnings and a financial supplement were previously furnished as Exhibits 99.1 and 99.2.
Positive
- Potential lower funding cost: Proceeds may replace 5.650% Series F Preferred Stock with cheaper Series I issuance, improving net interest margin and dividend outflows.
- Capital structure optimisation: Redemption would simplify preferred stack and could lift Tier 1 capital ratios.
Negative
- Execution risk: Offering is not priced; adverse market conditions could prevent issuance and planned redemption.
- Uncertain savings: Final coupon on Series I unknown, leaving potential cost benefits speculative.
Insights
TL;DR: Potentially accretive capital stack move, but outcome hinges on pricing and market appetite.
The contemplated Series I preferred issue aims to refinance 5.650% Series F shares. If the coupon resets below 5.65%, CFG could cut annual preferred dividends and modestly enhance Tier 1 capital ratios. Redemption would also remove rate-reset uncertainty tied to Series F. However, none of these benefits materialise unless the deal prices on acceptable terms. Recent bank preferred spreads suggest achievable savings, yet sector volatility can derail execution. With no guidance on size, coupon or use beyond redemption, the filing is strategically positive but not immediately impactful to earnings.
8-K Event Classification
2 items: 8.01, 9.01
2 items
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, or exhibit attachments filed with this report.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Citizens Financial Group (CFG) announce in its 8-K?
CFG launched a proposed public offering of Series I Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock.
How will CFG use the proceeds from the Series I Preferred offering?
If the deal closes, CFG plans to redeem some or all of its 5.650% Series F Preferred Stock on 6 Oct 2025.
Has the Series I Preferred Stock been priced?
No. Pricing is pending and subject to market conditions; the offering may not proceed.
When could the Series F Preferred Stock be redeemed?
CFG targets the dividend payment date of 6 Oct 2025, pending successful completion of the Series I offering.
Did the filing include Q2 2025 earnings figures?
No. Earnings results were previously released on 17 Jul 2025 and attached as Exhibits 99.1 and 99.2.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 22, 2025
(Exact name of the registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (203 ) 900-6715
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:
Securities registered pursuant to Section 12(b) of the Act:
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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 12b-2 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 8.01 Other Events.
On July 17, 2025, Citizens Financial Group, Inc. (the “Company”) announced its second quarter 2025 earnings. The Company’s earnings results and financial supplement are being filed as Exhibits 99.1 and 99.2, respectively.
On July 22, 2025, the Company announced the launch of a proposed public offering (the “Offering”) of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I (the “Series I Preferred Stock”). The Offering is subject to pricing, which has not yet occurred. If the Offering is priced and proceeds to closing, the Company intends to use the net proceeds from the sale of the Series I Preferred Stock to redeem some or all outstanding shares of its 5.650% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, $1,000 liquidation preference per share (CUSIP No. 174610AU9) (“Series F Preferred Stock”), on the dividend payment date of October 6, 2025.
The pricing of the Offering, and thus whether the redemption of the Series F Preferred Stock will occur, is subject to market conditions and other considerations. There is no assurance that the Offering will price and close or that the Company will decide to redeem the Series F Preferred Stock, or, if it does, the amount to be redeemed and the timing of the redemption. If the Company decides to redeem the Series F Preferred Stock, it intends to announce its decision by press release and an appropriate notice of redemption following the closing of the Offering.
The Offering is described in the Company’s preliminary prospectus supplement dated July 22, 2025, which was filed with the Securities and Exchange Commission today.
This Current Report on Form 8-K does not constitute an offer to sell the Series I Preferred Stock.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the completion of, and the use of proceeds from, the Offering, including the redemption of the Series F Preferred Stock. These statements are based upon the Company’s current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond the Company’s control). Actual results may differ, possibly materially, from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth under “Risk Factors” beginning on page 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | ||||||||||
| (d) | Exhibit 99.1 | Citizens Financial Group, Inc. earnings results for second quarter 2025 | |||||||||
| Exhibit 99.2 | Citizens Financial Group, Inc. financial supplement for second quarter 2025 | ||||||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITIZENS FINANCIAL GROUP, INC. | ||||||||
| By: | /s/ John F. Woods | |||||||
| John F. Woods | ||||||||
| Vice Chair and Chief Financial Officer | ||||||||
Date: July 22, 2025