Form 8-K · Current report
Citizens Financial Group 8-K, filed Jul 31, 2026
- Filed
- CIK
- 0000759944
- Accession no.
- 0001193125-26-326411
Summary
Citizens Financial Group issued 400,000 shares of its 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, with a $1,000 per-share liquidation preference, under an underwriting agreement dated July 21, 2026. The issuance subjects the company's ability to pay dividends on or repurchase junior stock to restrictions if preferred dividends are not paid, and a Delaware Certificate of Designations establishing the Series J terms took effect on July 27, 2026.
Key points
- The Series J Preferred Stock was issued on July 30, 2026, at a $1,000 per-share liquidation preference and a 6.750% fixed-rate reset non-cumulative perpetual dividend.
- BofA Securities, J.P. Morgan Securities, Morgan Stanley & Co., Wells Fargo Securities and Citizens JMP Securities acted as representatives of the underwriters for the public offering.
- Dividend and repurchase restrictions on common and junior stock apply if the company fails to declare and pay or set aside Series J dividends for the preceding dividend period.
- Citizens filed the Certificate of Designations with the Delaware Secretary of State on July 27, 2026, and Sullivan & Cromwell LLP provided a legality opinion on the issuance.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 3.03Material Modification to Rights of Security Holders
- 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
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…
An excerpt of the text as filed with the SEC, cut for length.
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