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CFG 424B2: Secondary offering

Filed with the SEC on · accession 0001193125-26-314143

CFG filed a 424B2 (prospectus (offering)) with the SEC on Jul 23, 2026. The final terms of an offering of shares or bonds. The stock moved -0.9% by the first close after the filing.

Summary of the filing

Citizens Financial Group is offering 400,000 shares of 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, with a liquidation preference of $1,000 per share, expecting total proceeds of $396 million before expenses.

For details, click here →How to read a 424B2 →

Key details

Shares offered$400K
Offering price per share$1K
Total offering value$400.0M
Underwriting discount per share$10
Total underwriting discount$4.0M
Proceeds to company before expenses$396.0M
IssuerCitizens Financial Group, Inc.
Joint book-running managerBofA Securities
Joint book-running managerJ.P. Morgan
Joint book-running managerMorgan Stanley
Joint book-running managerWells Fargo Securities
Joint book-running managerCitizens Capital Markets
Co-managerGoldman Sachs & Co. LLC
Co-managerRBC Capital Markets

How CFG stock reacted

Close before

$72.44

Jul 22, 2026

First close after

-0.88%

$71.80

5 trading days

-1.56%

$71.31

Since filing

-12.70%

$63.24

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Frequently asked questions

What did CFG file with the SEC on Jul 23, 2026?

CFG filed a 424B2 (Secondary offering). Citizens Financial Group is offering 400,000 shares of 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, with a liquidation preference of $1,000 per share, expecting total proceeds of $396 million before expenses.

What does a secondary offering mean for CFG stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B2?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B2 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did CFG stock react to this filing?

CFG closed at $72.44 before the filing and $71.80 on Jul 23, 2026 (-0.88%). Five trading days later: $71.31 (-1.56%).

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