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Published: 2020-12-18 21:01:03 ET
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8-K
CITIZENS FINANCIAL GROUP INC/RI Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series D Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E false 0000759944 0000759944 2020-12-18 2020-12-18 0000759944 us-gaap:CommonStockMember 2020-12-18 2020-12-18 0000759944 us-gaap:SeriesDPreferredStockMember 2020-12-18 2020-12-18 0000759944 us-gaap:SeriesEPreferredStockMember 2020-12-18 2020-12-18

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 18, 2020

 

 

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36636   05-0412693
(State or other jurisdiction
of incorporation )
 

(Commission

File No.)

  (IRS Employer
Identification No.)

 

One Citizens Plaza

Providence, RI

  02903
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (401) 456-7000

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
symbol(s)

 

Name of each exchange on which registered

Common stock, $0.01 par value per share   CFG   New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series D   CFG PrD   New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E   CFG PrE   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


Item 7.01

Regulation FD Disclosure.

On December 18, 2020, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing that it received the results of its 2020 Capital Plan resubmission and December 2020 Stress Test from the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Company’s results exceed all capital requirements under the Federal Reserve’s severe stress scenarios and the Company reiterates key aspects of its 2020 Capital Plan, which includes maintaining quarterly common dividends at the current level.

The press release is attached hereto as Exhibit 99.1. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01

Financial Statements and Exhibits.

 

    

Exhibit Number

  

Description

(d)    Exhibit 99.1    Citizens Financial Group, Inc. press release dated December 18, 2020
   Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CITIZENS FINANCIAL GROUP, INC.
By:  

/s/ John F. Woods

  John F. Woods
  Vice Chairman and Chief Financial Officer

Date: December 18, 2020