Terms

Series

6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C

Liquidation Preference

$1,000.00

Coupon Rate

6.375%

Rate Type

Fixed To Floating

Annual Dividend

$63.75

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

April 6, 2024

First Call Price

$1,000.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness And Other Non-Equity Claims On Citizens Financial Group, Inc., All Creditors And Obligations Of Subsidiaries; Pari Passu With: Series A Non-Cumulative Perpetual Preferred Stock, Series B Non-Cumulative Perpetual Preferred Stock; Senior To: Common Stock, Junior Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Shares Offered

300,000

Prospectus Summary

Citizens Financial Group, Inc. is issuing 300,000 shares of its Series C 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock at a liquidation preference of $1,000 per share (par value $25.00). From issuance through April 5, 2024, dividends are fixed at 6.375% per annum ($63.75/share annually, paid quarterly on January 6, April 6, July 6, and October 6); thereafter, the rate resets quarterly to three-month LIBOR plus 315.7 basis points. Citizens may call the shares at par on any dividend payment date on or after April 6, 2024. Critically, the preferred is non-cumulative: if the board does not declare a dividend for any period, that dividend is permanently lost and holders have no claim to it. The Series C Preferred Stock ranks senior to Citizens' common stock and all junior equity, and on parity with the existing Series A and Series B Preferred Stock. It is junior to all existing and future debt obligations of Citizens Financial Group, Inc. As a holding company issuer, the Series C is also structurally subordinated to all liabilities of Citizens' banking subsidiaries (principally Citizens Bank, N.A. and Citizens Bank of Pennsylvania), since the holding company's ability to pay dividends depends on upstream dividends from those subsidiaries. A regulatory capital call provision allows Citizens to redeem the entire series (not in part) within 90 days if a Regulatory Capital Treatment Event occurs — meaning the shares lose their Additional Tier 1 capital qualification under FRB rules — at $1,000 per share, subject to prior FRB approval. This is a meaningful risk given evolving Basel III/capital adequacy rules. At par, the fixed-period yield is 6.375% annually. Dividends are paid quarterly on January 6, April 6, July 6, and October 6, with a record date falling on the 15th calendar day prior to each payment date. For individual U.S. investors meeting holding-period requirements, dividends generally qualify for the preferential 15%/20% qualified dividend income (QDI) rate; corporate holders may be eligible for the dividends-received deduction (DRD), subject to sufficient earnings and profits. The key interruption risk is non-cumulative discretion: if Citizens' board does not declare a dividend — which could be triggered by regulatory capital constraints, FRB CCAR objections, or insufficient legally available funds — the missed payment is gone permanently with no make-whole obligation.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Citizens fails to pay full dividends on the Series C Preferred Stock or any parity preferred (Series A or Series B), it may not pay dividends on common stock or junior stock; partial dividends on Series C and parity preferred must be paid on a pro-rata basis.

Other Preferreds from Citizens Financial Group, Inc.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 63 (Strong)