Citizens Financial Group Announces Series J Preferred Stock Offering to Potentially Redeem Series G Shares

Details and Structure of the Series J Preferred Stock Offering

Citizens Financial Group announced the launch of a proposed public offering for its Series J Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock on July 21, 2026, detailed in a preliminary prospectus supplement filed with the Securities and Exchange Commission the same day. This capital market transaction aims to raise preferred equity capital, with terms including fixed rates and reset provisions outlined in the filing.

The Series J Preferred Stock is structured as a Fixed-Rate Reset Non-Cumulative Perpetual security, typical of financial institutions’ preferred equity instruments, providing investors with preferred claims on the company. The preliminary prospectus supplement contains full disclosures on terms, conditions, and associated risks.

Use of Proceeds and Series G Redemption Strategy

If the Series J offering successfully prices and closes, Citizens Financial Group plans to use the net proceeds to redeem some or all outstanding shares of its Series G Preferred Stock, which carries a 4.000% fixed rate and a $1,000 liquidation preference per share (CUSIP 174610BD6). The targeted redemption date is October 6, 2026, coinciding with a scheduled dividend payment date.

This redemption would serve as a refinancing move, replacing Series G shares with proceeds from the Series J issuance. Such refinancing is common among financial institutions seeking to optimize their capital structure or adjust preferred equity terms in response to market conditions. However, the actual redemption amount and timing depend on multiple factors, including successful pricing and closing of the Series J offering.

Transaction Contingencies and Market Influences

Citizens Financial Group highlighted several uncertainties surrounding the completion of the Series J offering and potential Series G redemption. The company noted that the Series J offering pricing has not yet occurred and explicitly stated there is no assurance the offering will price or close. Market conditions and other considerations beyond management’s control will influence the transaction’s outcome.

Moreover, the company clarified that it may decide not to redeem the Series G Preferred Stock, or may alter the amount and timing of any redemption, even if the Series J offering closes successfully. These decisions remain at management’s discretion and are subject to change.

Redemption Announcement and Shareholder Notification Process

If Citizens Financial Group proceeds with redeeming Series G Preferred Stock, it intends to announce its decision via press release or Form 8-K following the closing of the Series J offering. This announcement will be accompanied by a formal notice of redemption, fulfilling legal requirements under the company’s charter and preferred stock designation.

The redemption notice will specify the redemption date, method, and other pertinent details, ensuring transparent communication to investors and preferred shareholders. Public disclosure through press releases or SEC filings will allow market participants to evaluate the impact on the company’s capital structure.

Second Quarter 2026 Earnings Release Prior to Offering Announcement

Citizens Financial Group released its second quarter 2026 earnings results on July 16, 2026, five days before announcing the Series J preferred stock offering. The earnings report and financial supplement were filed as Exhibits 99.1 and 99.2 respectively in the current report, providing investors with recent financial performance data ahead of the capital markets transaction.

The separation in timing between earnings and offering announcements aligns with regulatory disclosure practices, ensuring distinct communication of financial results and significant corporate actions. This consolidated filing links the company’s operational performance with its capital market activities.

Preferred Stock Trading and Registration Information

Citizens Financial Group has multiple preferred stock series publicly traded on the New York Stock Exchange. Depositary shares representing Series E Preferred Stock (5.000% Fixed-Rate Non-Cumulative Perpetual) trade under symbol CFG PrE, each representing a 1/40th interest in an underlying preferred share. Similarly, Series H Preferred Stock (7.375% Fixed-Rate Non-Cumulative Perpetual) trades under CFG PrH, and Series I Preferred Stock (6.500% Fixed-Rate Reset Non-Cumulative Perpetual) trades as CFG PrI, both with the same 1/40th representation ratio.

The company’s common stock trades under symbol CFG. Citizens Financial Group is headquartered at One Citizens Plaza, Providence, Rhode Island 02903, with contact phone number (203) 900-6715. The company is incorporated in Delaware with IRS Employer Identification Number 05-0412693.

Forward-Looking Statements and Associated Risks

The current report includes a caution regarding forward-looking statements pursuant to the U.S. Private Securities Litigation Reform Act of 1995. Statements about the Series J offering completion and the use of proceeds for Series G redemption are forward-looking and based on current expectations subject to significant risks and uncertainties, some beyond the company’s control.

Actual outcomes may differ materially due to these risks, including those detailed under "Risk Factors" starting on page 20 of the company’s 2025 Annual Report on Form 10-K. Investors are advised to consider these disclosures when evaluating the likelihood and implications of the Series J offering and Series G redemption.

Regulatory Disclaimers and Offering Status

The filing clarifies that the Current Report on Form 8-K does not constitute an offer to sell Series J Preferred Stock. Potential investors must review the prospectus and supplement filed with the SEC before making investment decisions. The preliminary prospectus supplement dated July 21, 2026, contains detailed offering terms.

The offering remains subject to pricing, which has not yet occurred, indicating the transaction is at a preliminary stage. The final prospectus supplement, to be filed after pricing and prior to closing, will disclose definitive terms such as fixed rates, reset provisions, and liquidation preferences.

Investor Insights on Preferred Stock Refinancing

The proposed Series J offering and potential Series G redemption reflect standard refinancing strategies in financial institutions’ capital management. Replacing a 4.000% preferred stock series with a new issuance—pending pricing—may align with market conditions and strategic capital objectives.

Investors should closely monitor the final terms of Series J Preferred Stock once pricing is announced, as these will influence the relative value and features compared to existing preferred shares. The contingent nature of the Series G redemption, dependent on the Series J offering’s success, introduces uncertainty regarding timing and execution.

Holders of Series G Preferred Stock should note that while October 6, 2026, is the intended redemption date if the Series J offering closes, the redemption is not guaranteed. Reviewing prospectus materials and consulting financial advisors is recommended before making investment decisions related to Citizens Financial Group’s preferred securities.