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Citizens Financial Group logoCitizens Financial Group CFG

The company said it completed the issuance and sale of $400 million in aggregate principal amount of 5.299% Fixed-Reset Subordinated Notes due 2036 on January 29, 2026.

8-KOther EventsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it completed the issuance and sale of $400 million in aggregate principal amount of 5.299% Fixed-Reset Subordinated Notes due 2036 on January 29, 2026.

  2. Citizens said the notes will pay interest semi-annually at a fixed annual rate of 5.299% from the issue date until January 29, 2031 (the Reset Date), and thereafter at an annual rate equal to the Five-Year U.S. Treasury Rate plus 1.450% until maturity.

  3. The company said it entered into an Underwriting Agreement with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Citizens JMP Securities, LLC on January 22, 2026, and that the notes were issued under an Indenture with The Bank of New York Mellon as trustee.

  4. Citizens said it plans to use the net proceeds of the offering for general corporate purposes, including securities repurchases, dividend payments, repayment or reduction of short- and long-term debt, and redemption of preferred equity, and that it has not set amounts for any specific use.

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.

Citizens Completes $400 million Subordinated Notes Offering

The company said it completed the issuance and sale of $400 million in aggregate principal amount of 5.299% Fixed-Reset Subordinated Notes due 2036 on January 29, 2026.

Source · Based on the filing body and exhibits

Fixed Rate That Resets to a Floating Coupon

Citizens said the notes will pay interest semi-annually at a fixed annual rate of 5.299% from the issue date until January 29, 2031 (the Reset Date), and thereafter at an annual rate equal to the Five-Year U.S. Treasury Rate plus 1.450% until maturity.

Source · Based on the filing body and exhibits

Underwriting Agreement and Indenture Structure

The company said it entered into an Underwriting Agreement with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Citizens JMP Securities, LLC on January 22, 2026, and that the notes were issued under an Indenture with The Bank of New York Mellon as trustee.

Source · Based on the filing body and exhibits

Plans for Use of Net Proceeds

Citizens said it plans to use the net proceeds of the offering for general corporate purposes, including securities repurchases, dividend payments, repayment or reduction of short- and long-term debt, and redemption of preferred equity, and that it has not set amounts for any specific use.

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.