Citizens Financial Registers Preferred Stock Series D & E

TL;DR

**Citizens Financial just filed a routine 8-K for preferred stock, no big news.**

AI Summary

Citizens Financial Group, Inc. filed an 8-K on January 23, 2024, to register its Series D 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock and Series E 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock. This filing is a routine update to ensure compliance with SEC regulations for these existing preferred stock offerings. For investors, this means the company is maintaining proper legal standing for its preferred shares, which are a key part of its capital structure and offer fixed income streams to preferred shareholders.

Why It Matters

This filing ensures the legal and regulatory compliance of Citizens Financial Group's preferred stock, which is important for maintaining investor confidence and the stability of its capital structure.

Risk Assessment

Risk Level: low — This 8-K is a standard regulatory filing for existing preferred stock, indicating no new material risks or changes to the company's financial health.

Analyst Insight

This filing is a routine compliance update and does not suggest any immediate action for investors. Holders of the Series D or E preferred stock should continue to monitor the company's overall financial health, but this specific filing is not a catalyst for change.

Key Numbers

• 6.350% — Fixed-to-Floating Rate (interest rate for Series D Preferred Stock)
• 5.000% — Fixed-Rate (interest rate for Series E Preferred Stock)

Key Players & Entities

• Citizens Financial Group, Inc. (company) — the registrant filing the 8-K
• Series D Preferred Stock (other) — 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock
• Series E Preferred Stock (other) — 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock
• January 23, 2024 (date) — date of earliest event reported and filing date
• 001-36636 (other) — Commission File Number for Citizens Financial Group, Inc.
• 05-0412693 (other) — IRS Employer Identification No. for Citizens Financial Group, Inc.

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value per share CFG New York St
• $1.25 billion — e issuance and sale (the "Offering") of $1.25 billion aggregate principal amount of 5.841% Fi

Filing Documents

• d645837d8k.htm (8-K) — 35KB
• d645837dex11.htm (EX-1.1) — 156KB
• d645837dex42.htm (EX-4.2) — 195KB
• d645837dex51.htm (EX-5.1) — 5KB
• g645837g0123130311067.jpg (GRAPHIC) — 5KB
• g645837snap1.jpg (GRAPHIC) — 5KB
• 0001193125-24-012960.txt ( ) — 657KB
• cfg-20240123.xsd (EX-101.SCH) — 4KB
• cfg-20240123_def.xml (EX-101.DEF) — 13KB
• cfg-20240123_lab.xml (EX-101.LAB) — 22KB
• cfg-20240123_pre.xml (EX-101.PRE) — 14KB
• d645837d8k_htm.xml (XML) — 7KB

01

Item 8.01 Other Events. On January 23, 2024, Citizens Financial Group, Inc. (the "Company") completed the issuance and sale (the "Offering") of $1.25 billion aggregate principal amount of 5.841% Fixed/Floating Rate Senior Notes due 2030 (the "Notes"). The Offering was completed pursuant to the Prospectus, filed with the Securities and Exchange Commission as part of the Company's Registration Statement on Form S-3 (File Number: 333-260150) (the "Registration Statement"), dated October 8, 2021, as supplemented by a Prospectus Supplement dated January 18, 2024 (the "Prospectus Supplement") and a free writing prospectus filed on January 18, 2024. In connection with the Offering, the Company entered into an Underwriting Agreement, dated January 18, 2024 (the "Underwriting Agreement"), with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto. The Notes were issued under the Indenture, dated as of October 28, 2015 (the "Base Indenture"), as amended by the Seventh Supplemental Indenture, dated as of January 23, 2024 (the "Supplemental Indenture" and together with the Base Indenture, the "Indenture"), between the Company and The Bank of New York Mellon, as Trustee. The Notes will bear interest (i) from and including January 23, 2024 to but excluding January 23, 2029 at a fixed rate of 5.841% per annum and (ii) from and including January 23, 2029 to but excluding January 23, 2030 in accordance with the formula for SOFR described in the Prospectus Supplement plus 2.01%. The foregoing summary of the terms of the Underwriting Agreement and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Underwriting Agreement, (ii) the Indenture, and (iii) the form of Notes, which are exhibits to this Current Report on Form 8-K. The Company intends to use the net p

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated as of January 18, 2024, between the Company, and Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto 4.1 Base Indenture, dated as of October 28, 2015, between the Company and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.1 of Registration Statement on Form S-3, filed October 29, 2015) 4.2 Seventh Supplemental Indenture, dated as of January 23, 2024, between the Company and The Bank of New York Mellon 4.3 Form of 5.841% Fixed/Floating Rate Senior Note due January 23, 2030 (included in Exhibit 4.2) 5.1 Opinion of Sullivan & Cromwell LLP 23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 Name: Robin S. Elkowitz Title: Executive Vice President, Deputy General Counsel and Secretary Date: January 23, 2024

View Full Filing

View this 8-K filing on SEC EDGAR