Citizens Financial Group Launches Series J Preferred Stock Offering to Fund Potential Series G Redemption

Series J Preferred Stock Offering Details and Structure

Citizens Financial Group disclosed that it launched a proposed public offering of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, designated as Series J. The announcement occurred on July 21, 2026, and was detailed in a preliminary prospectus supplement filed with the Securities and Exchange Commission on the same date. The offering represents a capital market transaction through which the company intends to raise capital in the preferred equity markets. The specific terms, including the fixed rate and any reset provisions applicable to the Series J Preferred Stock, were outlined in the preliminary prospectus supplement filed with regulators.

The offering structure indicates Citizens Financial Group's approach to managing its preferred equity capital stack. As a Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, the Series J instrument would carry characteristics typical of perpetual preferred securities issued by financial institutions, providing investors with preferred equity claims on the company. The preliminary prospectus supplement provides comprehensive disclosure regarding the terms, conditions, and risk factors associated with the proposed Series J Preferred Stock offering.

Intended Use of Proceeds and Series G Redemption Plan

The company disclosed that if the Series J offering prices and proceeds to closing, it intends to use the net proceeds to redeem some or all outstanding shares of its Series G Preferred Stock. The Series G Preferred Stock carries a 4.000% fixed rate and has a $1,000 liquidation preference per share, with CUSIP number 174610BD6. The company identified October 6, 2026, as the target date for the Series G redemption, which represents a scheduled dividend payment date for that preferred stock series.

The redemption represents a refinancing transaction whereby Citizens Financial Group would potentially replace its Series G Preferred Stock with proceeds from the Series J issuance. Such refinancing activity is common among financial institutions seeking to optimize their capital structure or adjust their preferred equity terms in response to market conditions. However, the company emphasized that the actual redemption amounts and timing remain subject to multiple contingencies, including the successful pricing and closing of the Series J offering.

Contingencies and Market Conditions Affecting the Transaction

Citizens Financial Group emphasized that multiple uncertainties and contingencies surround the completion of both the Series J offering and the potential Series G redemption. The company disclosed that the pricing of the Series J offering has not yet occurred and explicitly stated that "there is no assurance that the Offering will price and close." This language reflects the preliminary stage of the transaction and the dependence on favorable market conditions for successful completion. Additionally, the company noted that pricing is "subject to market conditions and other considerations," indicating that capital market variables beyond management's immediate control influence whether the transaction proceeds.

Furthermore, Citizens Financial Group stated that "there is no assurance that the Company will decide to redeem the Series G Preferred Stock, or, if it does, the amount to be redeemed and the timing of the redemption." This disclosure indicates that management retains discretion to modify or abandon the redemption plan even if the Series J offering successfully prices and closes. The timing and scope of any potential redemption remain uncertain and contingent on factors the company did not specify in detail within the filing.

Announcement and Notification Procedures for Redemption Decision

The company disclosed its intended procedures for communicating any final redemption decision to the market and to affected shareholders. If Citizens Financial Group decides to proceed with redeeming the Series G Preferred Stock, it stated that it "intends to announce its decision by press release or 8-K and an appropriate notice of redemption following the closing of the Offering." This notification framework provides investors and preferred stockholders with formal disclosure channels through which the company would communicate the final redemption determination and its timing.

The notice of redemption would constitute the formal legal notice required under the company's charter and preferred stock certificate of designation for the Series G Preferred Stock, providing specific details regarding the redemption date, manner of redemption, and any other terms required by securities law and the governing documents. The use of a press release or Form 8-K filing would ensure contemporaneous public disclosure of the redemption decision, allowing market participants to assess the implications for the company's capital structure and preferred equity holders.

Second Quarter 2026 Earnings Disclosure Concurrent with Offering Announcement

Citizens Financial Group announced its second quarter 2026 earnings results on July 16, 2026, five days prior to the Series J preferred stock offering announcement. The company disclosed that its earnings results and financial supplement were being filed as exhibits to the current report, designated as Exhibits 99.1 and 99.2 respectively. This timing placed the earnings announcement ahead of the preferred stock offering announcement, allowing investors to assess the company's recent operational and financial performance prior to the capital market transaction disclosure.

The separation of the earnings announcement from the preferred stock offering announcement, by five calendar days, may reflect standard regulatory and disclosure procedures whereby significant corporate actions and financial results are disclosed through distinct channels and timing. The inclusion of earnings results and financial supplement exhibits within the current report filing creates a consolidated disclosure record linking the company's recent financial performance to its capital market activities.

Preferred Stock Registration and Trading Information

Citizens Financial Group maintains multiple series of preferred stock registered for public trading on the New York Stock Exchange. The company disclosed that its Depositary Shares representing interests in its Series E Preferred Stock (5.000% Fixed-Rate Non-Cumulative Perpetual) trade under symbol CFG PrE, with each depositary share representing a 1/40th interest in an underlying preferred share. Similarly, Depositary Shares representing the Series H Preferred Stock (7.375% Fixed-Rate Non-Cumulative Perpetual) trade under symbol CFG PrH, also with each depositary share representing a 1/40th interest. The Series I Preferred Stock (6.500% Fixed-Rate Reset Non-Cumulative Perpetual) trades under symbol CFG PrI through depositary shares with the same 1/40th representation ratio.

The common stock of Citizens Financial Group trades on the New York Stock Exchange under symbol CFG. The company's headquarters are located at One Citizens Plaza, Providence, Rhode Island 02903, with telephone contact available at (203) 900-6715. The company's Delaware incorporation and Internal Revenue Service Employer Identification Number 05-0412693 are disclosed in the filing's header information.

Forward-Looking Statements and Risk Factors Disclosure

Citizens Financial Group included a cautionary note on forward-looking statements within the current report, noting that the disclosure "contains 'forward-looking statements' within the meaning of the U.S. Private Securities Litigation Reform Act of 1995." The company identified statements regarding the completion of the Series J offering and the use of proceeds to redeem Series G Preferred Stock as forward-looking in nature. The company explicitly stated that these statements "are based upon the Company's current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond the Company's control)."

The company cautioned that "actual results may differ, possibly materially, from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth under 'Risk Factors' beginning on page 20 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025." This reference directs investors to comprehensive risk disclosures previously filed with the Securities and Exchange Commission, indicating that numerous material risks and uncertainties may affect whether the Series J offering prices, closes, or is utilized for the Series G redemption.

Regulatory Framework and Offer Disclaimer

The filing explicitly stated: "This Current Report on Form 8-K does not constitute an offer to sell the Series J Preferred Stock." This disclaimer clarifies that the regulatory notification of the proposed offering does not itself constitute a legal offer or solicitation to purchase the securities. Potential investors in the Series J Preferred Stock would be required to review the prospectus and prospectus supplement filed with the Securities and Exchange Commission before making any investment decisions. The preliminary prospectus supplement dated July 21, 2026, filed concurrently with the current report, contains the detailed offering terms and conditions.

Citizens Financial Group's disclosure that the offering is "subject to pricing, which has not yet occurred" underscores that the preliminary stage of the transaction precludes any finalized offering terms. The final prospectus supplement, which would be filed following pricing and prior to closing, would contain the definitive terms including the fixed rate, reset provisions, liquidation preference, and other material terms of the Series J Preferred Stock.

Investor Considerations Regarding Preferred Stock Refinancing Activity

The proposed Series J offering and potential Series G redemption represent typical refinancing activities within a financial institution's capital management strategy. The replacement of a 4.000% rate preferred stock with a new series (whose rate remains undisclosed pending pricing) may reflect management's assessment of current market conditions, the company's capital objectives, or strategic considerations regarding the composition of its preferred equity capital. Investors in Citizens Financial Group's preferred equity securities should monitor the final terms of the Series J Preferred Stock once pricing occurs, as those terms will determine the relative value and characteristics compared to existing preferred stock series.

The contingent nature of the redemption—dependent on the Series J offering pricing and closing—creates uncertainty regarding the timing and execution of any capital restructuring. Holders of Series G Preferred Stock should recognize that while October 6, 2026, represents the intended redemption date if the Series J offering successfully prices, such redemption remains subject to the company's final determination and is not assured. Investors should review the prospectus materials and consider consulting with financial advisors before making investment decisions regarding Citizens Financial Group's preferred securities.