Citizens Financial redeems all Series G preferred shares
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Form Type
8-K
Rhea-AI Filing Summary
Citizens Financial Group, Inc. (CFG) filed a Certificate of Elimination effective upon filing on October 6, 2026, removing from its charter all matters set out in the Certificate of Designations for its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G. All outstanding Series G shares were redeemed on October 6, 2026.
8-K Event Classification
2 items: 5.03, 9.01
2 items
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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Stated rate: 4.000%
Redemption date: October 6, 2026
2 metrics
Stated rate
4.000%
Series G Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock
Redemption date
October 6, 2026
All outstanding Series G preferred shares were redeemed
Key Terms
Certificate of Elimination, Certificate of Designations, Non-Cumulative Perpetual Preferred Stock
3 terms
Certificate of Elimination technical
"filed a Certificate of Elimination"
An official document issued by a public health or regulatory authority stating that a particular disease, contaminant, or hazard has been removed or is no longer present at detectable levels within a defined area or system. For investors, it signals a reduced regulatory risk and potential reopening of economic activity—like a clearance certificate that lets a business or region return to normal operations, which can affect demand, costs, and market confidence.
Certificate of Designations technical
"matters set forth in the Certificate of Designations"
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.
Non-Cumulative Perpetual Preferred Stock financial
"4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock"
Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to CFG's Series G preferred stock?
Citizens Financial Group eliminated the charter provisions for its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, through a Certificate of Elimination effective upon filing on October 6, 2026. All outstanding Series G shares were redeemed that day.
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): October 6, 2026
(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:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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, 2026, 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 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G (the “Series G Preferred Stock”). All outstanding shares of the Series G Preferred Stock were redeemed on October 6, 2026. A copy of the Certificate of Elimination relating to the Series G Preferred Stock is filed as Exhibit 3.1 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 G Preferred stock, dated October 6, 2026 | |||||||||
| 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/ Pamela J. Brow | |||||||
| Pamela J. Brow | ||||||||
| Executive Vice President, Deputy General Counsel and Corporate Secretary | ||||||||
Date: October 8, 2026