Citizens Financial Group Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 22, 2025
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Item 8.01 Other Events.
On July 17, 2025, Citizens Financial Group, Inc. (the “Company”) announced its second quarter 2025 earnings. The Company’s earnings results and financial supplement are being filed as Exhibits 99.1 and 99.2, respectively.
On July 22, 2025, the Company announced the launch of a proposed public offering (the “Offering”) of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I (the “Series I Preferred Stock”). The Offering is subject to pricing, which has not yet occurred. If the Offering is priced and proceeds to closing, the Company intends to use the net proceeds from the sale of the Series I Preferred Stock to redeem some or all outstanding shares of its 5.650% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, $1,000 liquidation preference per share (CUSIP No. 174610AU9) (“Series F Preferred Stock”), on the dividend payment date of October 6, 2025.
The pricing of the Offering, and thus whether the redemption of the Series F Preferred Stock will occur, is subject to market conditions and other considerations. There is no assurance that the Offering will price and close or that the Company will decide to redeem the Series F Preferred Stock, or, if it does, the amount to be redeemed and the timing of the redemption. If the Company decides to redeem the Series F Preferred Stock, it intends to announce its decision by press release and an appropriate notice of redemption following the closing of the Offering.
The Offering is described in the Company’s preliminary prospectus supplement dated July 22, 2025, which was filed with the Securities and Exchange Commission today.
This Current Report on Form 8-K does not constitute an offer to sell the Series I Preferred Stock.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the completion of, and the use of proceeds from, the Offering, including the redemption of the Series F Preferred Stock. 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). 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 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | ||||||||||
| (d) | Exhibit 99.1 | ||||||||||
| Exhibit 99.2 | |||||||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
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/ John F. Woods | |||||||
| John F. Woods | ||||||||
| Vice Chair and Chief Financial Officer | ||||||||
Date: July 22, 2025