{"url_path":"/sec/cfg/8-k/2026-07-21/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/759944/0000759944-26-000139-index.html","accession_number":"0000759944-26-000139","cik":"0000759944","ticker":"CFG","issuer_name":"CITIZENS FINANCIAL GROUP INC/RI","edgar_url":"https://www.sec.gov/Archives/edgar/data/759944/0000759944-26-000139-index.html","primary_entity_key":"0000759944","primary_entity_name":"CITIZENS FINANCIAL GROUP INC/RI"},"word_count":418,"has_tables":true,"body_markdown":"Item 8.01   Other Events.\n\nOn July 16, 2026, Citizens Financial Group, Inc. (the “Company”) announced its second quarter 2026 earnings. The Company’s earnings results and financial supplement are being filed as Exhibits 99.1 and 99.2, respectively.\n\nOn July 21, 2026, the Company announced the launch of a proposed public offering (the “Offering”) of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J (the “Series J Preferred Stock”). The Offering is subject to pricing, which has not yet occurred. If the Offering is priced and proceeds to closing, the Company intends to use the net proceeds from the sale of the Series J Preferred Stock to redeem some or all outstanding shares of its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, $1,000 liquidation preference per share (CUSIP No. 174610BD6) (“Series G Preferred Stock”), on the dividend payment date of October 6, 2026.\n\nThe pricing of the Offering, and thus whether the redemption of the Series G Preferred Stock will occur, is subject to market conditions and other considerations. There is no assurance that the Offering will price and close or that the Company will decide to redeem the Series G Preferred Stock, or, if it does, the amount to be redeemed and the timing of the redemption. If the Company decides to redeem the Series G Preferred Stock, it intends to announce its decision by press release or 8-K and an appropriate notice of redemption following the closing of the Offering.\n\nThe Offering is described in the Company’s preliminary prospectus supplement dated July 21, 2026, which was filed with the Securities and Exchange Commission today.\n\nThis Current Report on Form 8-K does not constitute an offer to sell the Series J Preferred Stock.\n\nCautionary Note on Forward-Looking Statements\n\nThis Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the completion of, and the use of proceeds from, the Offering, including the redemption of the Series G Preferred Stock. These statements are based upon the Company’s current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond the Company’s control). Actual results may differ, possibly materially, from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth under “Risk Factors” beginning on page 20 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025."}