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Form 8-K · Current Report · Filed 2025-07-31

Citizens Financial Group Announces Issuance of Preferred Stock and Underwriting Agreement

Citizens Financial Group, Inc. announced on July 22, 2025, the issuance of 16,000,000 depositary shares, each representing a 1/40th interest in a share of the Series I Preferred Stock, through an underwriting agreement with major financial institutions. This issuance is subject to restrictions on dividend declarations and payments as outlined in the Certificate of Designations filed on July 25, 2025. Additionally, the legal opinion regarding the issuance and sale of the Depositary Shares is provided by Sullivan & Cromwell LLP.

Filer
Citizens Financial Group, Inc. CFG · NYSE
Filed
Accession
0001193125-25-170524
CIK
0000759944
Signal
High impactFinancial Services

Items reported

Item 3.03

Material Modification to Rights of Security Holders

Material Modification of Rights of Security Holders
Item 5.03

Amendments to Articles of Incorporation or Bylaws

Articles of Incorporation Amendment
Item 8.01

Other Events

Rights Offering
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$48.69

Next session

-3.8%

Since filing

+47.2%

Latest close

$71.65

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from CFG reporting the same item, with the next session's move:

Exhibits (3)

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is a regional bank holding company providing a wide array of retail and commercial banking services. Primarily operating in the northeastern United States, Citizens Financial offers traditional banking services such as savings, checking accounts, personal and business loans, as well as wealth management and insurance products. Retail banking serves a diverse customer base through a network of branches and ATMs, focusing on local communities and customer service. On the commercial side, the bank provides comprehensive financial solutions including commercial loans, leasing, and capital markets capabilities, catering to mid-sized businesses and larger institutions. Founded in 1828 and headquartered in Providence, Rhode Island, Citizens Financial Group plays a significant role in promoting economic growth through its community banking efforts, maintaining strong regional banking relationships and supporting local development projects.

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