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AI English summary of an SEC filing — figures as filed

Citizens Financial Group logoCitizens Financial Group CFG

The company said that upon issuance of its 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, with a liquidation preference of $1,000 per share, issued on May 23, 2024, it would be subject to restrictions on declaring or paying dividends on, or purchasing, redeeming or otherwise acquiring, its common stock and other junior stock if it does not declare and pay (or set aside) dividends on the Series H Preferred Stock for the last preceding dividend period.

8-KAmendments to Articles of Incorporation or Bylaws; Change in Fiscal YearFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said that upon issuance of its 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, with a liquidation preference of $1,000 per share, issued on May 23, 2024, it would be subject to restrictions on declaring or paying dividends on, or purchasing, redeeming or otherwise acquiring, its common stock and other junior stock if it does not declare and pay (or set aside) dividends on the Series H Preferred Stock for the last preceding dividend period.

  2. The company said it filed a Certificate of Designations with the Delaware Secretary of State on May 17, 2024 to set the preferences, limitations and relative rights of the Series H preferred, and that it became effective upon filing.

  3. The company said it entered into an underwriting agreement with Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and others on May 16, 2024 for the public offering of 16,000,000 depositary shares, each representing a 1/40 interest in a share of Series H preferred stock.

  4. The company said the depositary shares were issued on May 23, 2024 under a Deposit Agreement with Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary. It also attached as Exhibit 5.1 the opinion of Sullivan & Cromwell LLP on the legality of the issuance and sale of the depositary shares.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Series H Preferred Issuance and Dividend Restrictions

The company said that upon issuance of its 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, with a liquidation preference of $1,000 per share, issued on May 23, 2024, it would be subject to restrictions on declaring or paying dividends on, or purchasing, redeeming or otherwise acquiring, its common stock and other junior stock if it does not declare and pay (or set aside) dividends on the Series H Preferred Stock for the last preceding dividend period.

Source · Based on the filing body and exhibits

Series H Certificate of Designations Filed and Effective

The company said it filed a Certificate of Designations with the Delaware Secretary of State on May 17, 2024 to set the preferences, limitations and relative rights of the Series H preferred, and that it became effective upon filing.

Source · Based on the filing body and exhibits

Depositary Shares Offering of 16,000,000 Shares

The company said it entered into an underwriting agreement with Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and others on May 16, 2024 for the public offering of 16,000,000 depositary shares, each representing a 1/40 interest in a share of Series H preferred stock.

Source · Based on the filing body and exhibits

Deposit Agreement and Legal Opinion Attached

The company said the depositary shares were issued on May 23, 2024 under a Deposit Agreement with Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary. It also attached as Exhibit 5.1 the opinion of Sullivan & Cromwell LLP on the legality of the issuance and sale of the depositary shares.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.