Citizens Financial (NYSE: CFG) retires Series F preferred

Rhea-AI Filing Summary

Citizens Financial Group, Inc. updated its corporate charter following the redemption of its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F. On October 6, 2025, the company filed a Certificate of Elimination in Delaware to remove all provisions relating to the Series F preferred stock from its Restated Certificate of Incorporation after all outstanding Series F shares were redeemed the same day.

The company also filed a new Restated Certificate of Incorporation on October 6, 2025 that reflects the elimination of the Series F preferred stock and integrates the previously filed Certificate of Designations for its 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. Copies of these charter documents are included as exhibits to the report.

CITIZENS FINANCIAL GROUP INC/RI0000759944false12/3100007599442025-10-062025-10-060000759944us-gaap:CommonStockMember2025-10-062025-10-060000759944us-gaap:SeriesEPreferredStockMember2025-10-062025-10-060000759944us-gaap:SeriesHPreferredStockMember2025-10-062025-10-060000759944cfg:SeriesIPreferredStockMember2025-10-062025-10-06

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): October 6, 2025

 (Exact name of the 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 Number)
One Citizens Plaza
Providence,			RI						02903
(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:

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

On October 6, 2025, Citizens Financial Group, Inc. (the “Company”) filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which, effective upon filing, eliminated from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F (the “Series F Preferred Stock”). All outstanding shares of the Series F Preferred Stock were redeemed on October 6, 2025. A copy of the Certificate of Elimination relating to the Series F Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A Restated Certificate of Incorporation reflecting (i) the elimination of the Series F Preferred Stock; and (ii) the integration of the Company’s previously filed Certificate of Designations for the 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I was filed with the Secretary of State of the State of Delaware on October 6, 2025, and is listed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

			Exhibit Number						Description
(d)			Exhibit 3.1						Certificate of Elimination relating to the Series F Preferred stock, dated October 6,2025
			Exhibit 3.2						Restated Certificate of Incorporation of Citizens Financial Group, Inc., as restated on October 6, 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/ Robin S. Elkowitz
						Robin S. Elkowitz
						Executive Vice President, Deputy General Counsel and Corporate Secretary

Date:  October 6, 2025

FAQ

What corporate change did Citizens Financial Group (CFG) report in this 8-K?

Citizens Financial Group reported that it amended its Restated Certificate of Incorporation by filing a Certificate of Elimination in Delaware to remove all provisions relating to its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, after all outstanding shares of that series were redeemed.

What happened to Citizens Financial Group's Series F preferred stock?

All outstanding shares of Citizens Financial Group's 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, were redeemed on October 6, 2025, and the related provisions were eliminated from the company’s Restated Certificate of Incorporation through a Certificate of Elimination.

How did Citizens Financial Group update its charter for preferred stock Series I?

Citizens Financial Group filed a Restated Certificate of Incorporation on October 6, 2025 that integrates its previously filed Certificate of Designations for the 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, alongside the removal of the Series F preferred stock provisions.

Which exhibits are included with Citizens Financial Group's 8-K filing?

The filing includes Exhibit 3.1, the Certificate of Elimination relating to the Series F preferred stock dated October 6, 2025, Exhibit 3.2, the Restated Certificate of Incorporation as restated on October 6, 2025, and Exhibit 104, the cover page interactive data file.

Does the Citizens Financial Group 8-K discuss common stock or only preferred stock changes?

The 8-K describes amendments to the Restated Certificate of Incorporation related to preferred stock, specifically eliminating the Series F preferred stock and integrating designations for the Series I preferred stock. It does not describe changes to the common stock terms in the provided content.

When were the charter amendments for Citizens Financial Group effective?

The Certificate of Elimination for the Series F preferred stock and the Restated Certificate of Incorporation reflecting the elimination of Series F and integration of Series I were filed with the Delaware Secretary of State on October 6, 2025 and were effective upon filing.