Citizens Financial Group Issues 6.750% Series J Preferred Stock

What Happened

• Citizens Financial Group, Inc. announced the issuance of 400,000 shares of its 6.750% Fixed-Rate Reset Non‑Cumulative Perpetual Preferred Stock, Series J, with a $1,000 liquidation preference per share. The Series J Preferred Stock was issued on July 30, 2026.
• The company entered an underwriting agreement dated July 21, 2026, with BofA Securities, J.P. Morgan, Morgan Stanley, Wells Fargo Securities and Citizens JMP Securities as representatives of the underwriters. The Certificate of Designations for the Series J was filed with Delaware on July 27, 2026.
• The Certificate of Designations sets limits: if the company does not declare and pay (or set aside) dividends on the Series J for the last preceding dividend period, it will be restricted from declaring or paying dividends on, or repurchasing, common stock and other junior stock; partial dividends on Series J can limit dividends on any equally ranked preferred stock.

Key Details

• 400,000 shares of Series J Preferred Stock issued on July 30, 2026.
• Dividend structure: 6.750% fixed-rate reset, non‑cumulative, perpetual; liquidation preference $1,000 per share.
• Underwriting Agreement dated July 21, 2026 (lead managers: BofA, J.P. Morgan, Morgan Stanley, Wells Fargo, Citizens JMP).
• Certificate of Designations filed July 27, 2026; legal opinion from Sullivan & Cromwell LLP provided.

Why It Matters

• This issuance raises capital while creating a new preferred class that ranks ahead of common stock for dividends and liquidation, which affects the company’s capital structure and priority of claims.
• The dividend- and purchase‑restriction provisions mean missed or partial dividend payments on the Series J can legally limit dividends, repurchases or other distributions to common and junior shareholders — a direct governance and cash‑flow implication for common investors.
• Investors should note the size, yield and priority of this issue when evaluating CFG’s dividend policy, potential share buybacks and overall equity value.