Citizens Financial Group said it filed a Certificate of Designations with the Secretary of State of the State of Delaware on July 25, 2025 to establish the preferences, limitations and relative rights of the Series I Preferred Stock, and the Certificate became effective upon filing.

1. 01

   Citizens Financial Group said it filed a Certificate of Designations with the Secretary of State of the State of Delaware on July 25, 2025 to establish the preferences, limitations and relative rights of the Series I Preferred Stock, and the Certificate became effective upon filing.

2. 02

   The company entered into an Underwriting Agreement on July 22, 2025 with Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters, relating to the public offering of 16,000,000 depositary shares, each representing a 1/40th interest in a share of the Series I Preferred Stock.

3. 03

   Citizens Financial Group said that upon issuance of the 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I on July 31, 2025, with a liquidation preference of $1,000 per share, the ability of the company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of other stock that rank junior to the Series I Preferred Stock will be subject to certain restrictions in the event that the company does not declare and pay (or set aside) dividends on the Series I Preferred Stock for the last preceding dividend period.

4. 04

   Citizens Financial Group said it issued the depositary shares pursuant to a Deposit Agreement dated July 31, 2025 among the company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary. The company also said it attached the legal opinion of Sullivan & Cromwell LLP as Exhibit 5.1.

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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

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