🇺🇸 SECCitizens Financial Group Inc.Doubao · 实盘不做把握 8/10不做原因:无增量信息
北京时间·🕒 发布 04:54:27·⟳ 抓取 04:54:55 +28s·⚡ 决策 10-09 04:56:06 +1m11s·19.0 天前
Citizens Financial Group提交8-K：Series G优先股已全部赎回并完成注销
该披露是已完成优先股赎回后的Certificate of Elimination行政备案，核心经济行为已在备案前发生，文件本身没有新的可交易惊喜。
📄 原文Citizens Financial Group Inc.↗ 原文
----- cfg-20261006.htm ----- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT R…
不做 Citizens Financial Group, Inc.（CFG.US）
本次8-K是Series G优先股赎回完成后的Certificate of Elimination行政备案，没有新增业绩、指引、订单或控制权信息；潜在股息节省规模有限且赎回行为已发生，缺乏短线正期望。
展开详情(成交明细 / 研究档案 / 原文全文 / 决策记录链)
研究档案
结论摘要
Citizens Financial Group确认约3亿美元Series G优先股已赎回并注销条款；这可能小幅减少优先股股息，但本次8-K只是完成后的法律文件清理，缺乏新的短线定价信息，故不做交易。
🔎 新鲜度:最早出现 2026-10-08 · 扩散 low · price-in 风险 medium ↗
关键理由
- 本次8-K的核心是Item 5.03章程修订及优先股条款注销，属于赎回完成后的程序性披露。
- 约3亿美元、4.000%股息率的优先股即使对应每年约1,200万美元税前股息节省，相对大型银行股的市值和盈利基数也不构成显著短线增量。
主要风险
- 若市场此前并不知道赎回安排，可能将减少优先股股息视为轻微资本结构优化，但该影响不足以支持明确短线交易。
- 银行优先股赎回还可能影响监管资本和资本充足率，需结合公司后续资本安排判断，本文件未提供相关新增细节。
先例如何影响了这次决策
对本次决策的影响:先例缺口未改变结论，因为避免交易的主要依据是8-K本身无增量事实，而不是先例显示负收益。
方向:未使用外部先例；银行优先股赎回后的章程注销通常是程序性事项，方向上最多轻微正面，并不构成立即交易信号。
涨幅量级:没有高相似、同市场、同相位先例用于校准涨幅；本文件缺乏新增财务数字和指引变化。
形态:未验证到适用于本文件的见光死或持续上涨模式。
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原文全文
展开原文 · 7,317 字
----- cfg-20261006.htm -----
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):
October 6, 2026
(Exact name of the registrant as specified in its charter)
Delaware
001-36636
05-0412693
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
One Citizens Plaza
Providence,
RI
02903
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
203
)
900-6715
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value per share
CFG
New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
CFG PrE
New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H
CFG PrH
New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I
CFG PrI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 6, 2026, Citizens Financial Group, Inc. (the “Company”) filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which, effective upon filing, eliminated from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G (the “Series G Preferred Stock”). All outstanding shares of the Series G Preferred Stock were redeemed on October 6, 2026. A copy of the Certificate of Elimination relating to the Series G Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number
Description
(d)
Exhibit 3.1
Certificate of Elimination relating to the Series G Preferred stock, dated October 6, 2026
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/ Pamela J. Brow
Pamela J. Brow
Executive Vice President, Deputy General Counsel and Corporate Secretary
Date: October 8, 2026
----- cfg-seriesgpreferredstockr.htm -----
EX-3.1
2
cfg-seriesgpreferredstockr.htm
EX-3.1
Document
CERTIFICATE OF ELIMINATION
OF
4.000% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES G
OF
CITIZENS FINANCIAL GROUP, INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
Citizens Financial Group, Inc., a Delaware corporation (the “
Company
”), hereby certifies in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware that the following resolutions included in the resolutions adopted by the Board of Directors of the Company (the “
Board
”) on April 1, 2026, with respect to its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, $25.00 par value, liquidation preference $1,000 per share (the “
Series G Preferred Stock
”) and the Certificate of Designation with respect to the Series G Preferred Stock as filed with the Secretary of State of the State of Delaware on June 8, 2021, were duly adopted upon the completion of the redemption of all outstanding shares of the Series G Preferred Stock:
RESOLVED,
that pursuant to Section 151 of the General Corporation Law of the State of Delaware and in accordance with the provisions of the Restated Certificate of Incorporation and the Bylaws of the Company and applicable law, a duly authorized committee of the Board adopted on June 2, 2021 resolutions authorizing the creation of 300,000 shares of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, par value $25.00 per share, liquidation preference $1,000 per share, of the Company (the “
Series G Preferred Stock
”), and fixed the designation, preferences, privileges, voting rights, and other special or qualifications, limitations and restrictions thereof, and authorized the filing of the Certificate of Designation with respect to the Series G Preferred Stock (the “
Series G Certificate of Designation
”) with the Secretary of State of the State of Delaware.
RESOLVED,
that, as of the date hereof, no shares of the Series G Preferred Stock are outstanding and no shares of the Series G Preferred Stock will be issued subject to the Series G Certificate of Designation.
RESOLVED,
that when a certificate setting forth this resolution becomes effective, it shall have the effect of eliminating from the Company’s Restated Certificate of Incorporation all matters set forth in the Series G Certificate of Designations with respect to the Series G Preferred Stock.
RESOLVED,
that any of the Chief Executive Officer, the Chief Financial Officer, any Vice Chairman, the Treasurer, the Deputy Treasurer, the Chief Legal Officer, the Chief Accounting Officer, the Corporate Secretary, any Executive Vice President, and any Senior Vice President of the Company or their respective designees is hereby authorized, in the name and on behalf of the Company, to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Elimination relating to the Series G Preferred Stock.
IN WITNESS WHEREOF, the undersigned Company has caused this Certificate to be signed by a duly authorized officer this 6
th
day of October, 2026.
CITIZENS FINANCIAL GROUP, INC.
By:
/s/ Pamela J. Brow
Name: Pamela J. Brow
Title: Executive Vice President, Deputy General Counsel and Secretary
[
Signature Page to Certificate of Elimination
]
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):
October 6, 2026
(Exact name of the registrant as specified in its charter)
Delaware
001-36636
05-0412693
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
One Citizens Plaza
Providence,
RI
02903
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
203
)
900-6715
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value per share
CFG
New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
CFG PrE
New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H
CFG PrH
New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I
CFG PrI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 6, 2026, Citizens Financial Group, Inc. (the “Company”) filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which, effective upon filing, eliminated from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G (the “Series G Preferred Stock”). All outstanding shares of the Series G Preferred Stock were redeemed on October 6, 2026. A copy of the Certificate of Elimination relating to the Series G Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number
Description
(d)
Exhibit 3.1
Certificate of Elimination relating to the Series G Preferred stock, dated October 6, 2026
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/ Pamela J. Brow
Pamela J. Brow
Executive Vice President, Deputy General Counsel and Corporate Secretary
Date: October 8, 2026
----- cfg-seriesgpreferredstockr.htm -----
EX-3.1
2
cfg-seriesgpreferredstockr.htm
EX-3.1
Document
CERTIFICATE OF ELIMINATION
OF
4.000% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES G
OF
CITIZENS FINANCIAL GROUP, INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
Citizens Financial Group, Inc., a Delaware corporation (the “
Company
”), hereby certifies in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware that the following resolutions included in the resolutions adopted by the Board of Directors of the Company (the “
Board
”) on April 1, 2026, with respect to its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, $25.00 par value, liquidation preference $1,000 per share (the “
Series G Preferred Stock
”) and the Certificate of Designation with respect to the Series G Preferred Stock as filed with the Secretary of State of the State of Delaware on June 8, 2021, were duly adopted upon the completion of the redemption of all outstanding shares of the Series G Preferred Stock:
RESOLVED,
that pursuant to Section 151 of the General Corporation Law of the State of Delaware and in accordance with the provisions of the Restated Certificate of Incorporation and the Bylaws of the Company and applicable law, a duly authorized committee of the Board adopted on June 2, 2021 resolutions authorizing the creation of 300,000 shares of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, par value $25.00 per share, liquidation preference $1,000 per share, of the Company (the “
Series G Preferred Stock
”), and fixed the designation, preferences, privileges, voting rights, and other special or qualifications, limitations and restrictions thereof, and authorized the filing of the Certificate of Designation with respect to the Series G Preferred Stock (the “
Series G Certificate of Designation
”) with the Secretary of State of the State of Delaware.
RESOLVED,
that, as of the date hereof, no shares of the Series G Preferred Stock are outstanding and no shares of the Series G Preferred Stock will be issued subject to the Series G Certificate of Designation.
RESOLVED,
that when a certificate setting forth this resolution becomes effective, it shall have the effect of eliminating from the Company’s Restated Certificate of Incorporation all matters set forth in the Series G Certificate of Designations with respect to the Series G Preferred Stock.
RESOLVED,
that any of the Chief Executive Officer, the Chief Financial Officer, any Vice Chairman, the Treasurer, the Deputy Treasurer, the Chief Legal Officer, the Chief Accounting Officer, the Corporate Secretary, any Executive Vice President, and any Senior Vice President of the Company or their respective designees is hereby authorized, in the name and on behalf of the Company, to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Elimination relating to the Series G Preferred Stock.
IN WITNESS WHEREOF, the undersigned Company has caused this Certificate to be signed by a duly authorized officer this 6
th
day of October, 2026.
CITIZENS FINANCIAL GROUP, INC.
By:
/s/ Pamela J. Brow
Name: Pamela J. Brow
Title: Executive Vice President, Deputy General Counsel and Secretary
[
Signature Page to Certificate of Elimination
]
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