{"filing":{"accession_number":"0001193125-26-326411","cik":"0000759944","ticker":"CFG-PI","company_name":"CITIZENS FINANCIAL GROUP INC/RI","form":"8-K","filing_date":"2026-07-31","report_date":"2026-07-27","primary_document":"d144911d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/759944/000119312526326411/d144911d8k.htm"},"events":[{"id":22773,"run_id":20607,"accession_number":"0001193125-26-326411","anchor_item_number":"3.03","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"summary":"Citizens Financial Group issued 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J with a $1,000 liquidation preference on July 30, 2026, materially modifying the rights of common and junior preferred shareholders through dividend restrictions and payment limitations.","company_name":"CITIZENS FINANCIAL GROUP INC/RI","ticker":"CFG-PI","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22815,"accession_number":"0001193125-26-326411","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"Citizens Financial Group issued 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J with a $1,000 liquidation preference on July 30, 2026. The disclosure focuses on the material modification to the rights of common and junior preferred shareholders through dividend restrictions and payment limitations triggered by the new preferred issuance. While this is technically a preferred stock issuance (not common equity), it is a capital-raising event that materially affects shareholder rights and the capital structure, warranting classification as a dilutive issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:24:45.412766+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22816,"accession_number":"0001193125-26-326411","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses a Certificate of Designations establishing preferences and rights for Series J Preferred Stock, which is a governance/capital structure matter. While the creation of a new preferred stock class could have financial implications, the disclosure itself is a routine administrative filing of corporate governance documents (amendment to articles of incorporation via certificate of designations) without disclosure of material terms, pricing, or issuance details that would affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:24:45.412766+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22817,"accession_number":"0001193125-26-326411","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The registrant entered into an underwriting agreement on July 21, 2026 for a public offering of 400,000 shares of Series J Preferred Stock. While technically equity rather than debt, preferred stock is a fixed-income security that creates a direct financial obligation (dividend payments) and is economically similar to debt. The public offering of preferred shares represents a material capital-raising event that would affect investor assessment of the registrant's capital structure and financing activities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:24:45.412766+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":22815,"accession_number":"0001193125-26-326411","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"Citizens Financial Group issued 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J with a $1,000 liquidation preference on July 30, 2026. The disclosure focuses on the material modification to the rights of common and junior preferred shareholders through dividend restrictions and payment limitations triggered by the new preferred issuance. While this is technically a preferred stock issuance (not common equity), it is a capital-raising event that materially affects shareholder rights and the capital structure, warranting classification as a dilutive issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:24:45.412766+00:00","company_name":"CITIZENS FINANCIAL GROUP INC/RI","ticker":"CFG-PI","filing_date":"2026-07-31"},{"id":22816,"accession_number":"0001193125-26-326411","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses a Certificate of Designations establishing preferences and rights for Series J Preferred Stock, which is a governance/capital structure matter. While the creation of a new preferred stock class could have financial implications, the disclosure itself is a routine administrative filing of corporate governance documents (amendment to articles of incorporation via certificate of designations) without disclosure of material terms, pricing, or issuance details that would affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:24:45.412766+00:00","company_name":"CITIZENS FINANCIAL GROUP INC/RI","ticker":"CFG-PI","filing_date":"2026-07-31"},{"id":22817,"accession_number":"0001193125-26-326411","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The registrant entered into an underwriting agreement on July 21, 2026 for a public offering of 400,000 shares of Series J Preferred Stock. While technically equity rather than debt, preferred stock is a fixed-income security that creates a direct financial obligation (dividend payments) and is economically similar to debt. The public offering of preferred shares represents a material capital-raising event that would affect investor assessment of the registrant's capital structure and financing activities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:24:45.412766+00:00","company_name":"CITIZENS FINANCIAL GROUP INC/RI","ticker":"CFG-PI","filing_date":"2026-07-31"}]}