Citizens Financial Redeems All Series G Preferred Shares And Files To Erase The Class From Its Charter
An 8-K shows the 4.000% Series G preferred is gone, with a Delaware certificate removing it from the bank's charter.
Citizens Financial Group redeemed every outstanding share of its 4.000% Series G preferred stock on Tuesday, according to an 8-K filed Thursday. The same day, it filed a Certificate of Elimination in Delaware that strips the class from its corporate charter.
What the 8-K and the certificate say
The filing, made under Item 5.03 (changes to a company's charter), says the certificate went to Delaware's Secretary of State on October 6 and took effect on filing. It removed all terms set out in the Series G Certificate of Designations from the bank's Restated Certificate of Incorporation. The 8-K states that all outstanding Series G shares were redeemed on October 6.
The security's full name was 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G. The certificate, filed as Exhibit 3.1, says no Series G shares are outstanding and none will be issued under that designation.
The certificate also records the board's April 1, 2026 resolutions on the Series G stock. It says the elimination resolutions were "duly adopted upon the completion of the redemption." The filing does not give a redemption price or a reason for the timing.
The class that was retired
Per the exhibit, a board committee authorized the Series G class on June 2, 2021, creating 300,000 shares. Each had a $1,000 liquidation preference (the amount owed to holders ahead of common shareholders if the company were wound up) and $25.00 par value. The certificate of designation was filed in Delaware on June 8, 2021.
The 8-K's cover page lists three other preferred series still registered on the New York Stock Exchange as depositary shares: Series E (5.000%), Series H (7.375%) and Series I (6.500%). Series G is not on that list.
What it changes
For holders, Series G no longer exists as a security of the bank, and no shares can be reissued under it. The charter is cleaner: the Series G terms are gone from it.
Common stock closed at $64.09 on Thursday, up 1.62% (market data). The material does not tie that move to this filing.
The 8-K was signed Thursday by Pamela J. Brow, the company's Executive Vice President, Deputy General Counsel and Corporate Secretary.
