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AI Earnings Predictions for Citizens Financial Group Inc. (CFG)

Machine learning predictions based on historical earnings data and price patterns

Latest Prediction

SELL

1-Day Prediction

-2.20%

$61.92

0% positive prob.

5-Day Prediction

-3.36%

$61.19

0% positive prob.

20-Day Prediction

+1.30%

$64.14

0% positive prob.

Price at prediction: $63.31 Confidence: 100.0% Model AUC: 1.0000 Quarter: Q3 2026

Historical Earnings Predictions

Quarter Signal 1D Return 5D Return 20D Return Confidence Actual 5D
Q3 2026 SELL -2.20% -3.36% +1.30% 100.0% Pending
Q2 2026 SELL -2.11% -3.34% +1.59% 100.0% -3.49%

Earnings Transcripts

SEC 8-K filings with transcript text

View All
2026
Q3

Q3 2026 Earnings

8-K SELL

Oct 16, 2026 · 100% conf.

AI Prediction SELL

1D

-2.20%

$61.92

Act: -1.11%

5D

-3.36%

$61.19

20D

+1.30%

$64.14

Price: $63.31 Prob +5D: 0% AUC: 1.000
0000759944-26-000206

cfg-20261016

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442026-10-162026-10-160000759944us-gaap:CommonStockMember2026-10-162026-10-160000759944us-gaap:SeriesEPreferredStockMember2026-10-162026-10-160000759944us-gaap:SeriesHPreferredStockMember2026-10-162026-10-160000759944cfg:SeriesIPreferredStockMember2026-10-162026-10-16

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): October 16, 2026

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series ICFG PrINew 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 2.02   Results of Operations and Financial Condition.

On October 16, 2026, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its third quarter 2026 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated October 16, 2026

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued October 16, 2026

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for third quarter 2026

Exhibit 104Cover 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/ Aunoy Banerjee

Aunoy Banerjee

Executive Vice President and Chief Financial Officer

Date:  October 16, 2026

2026
Q2

Q2 2026 Earnings

8-K SELL

Jul 16, 2026 · 100% conf.

AI Prediction SELL

1D

-2.11%

$72.83

Act: -2.70%

5D

-3.34%

$71.92

Act: -3.49%

20D

+1.59%

$75.58

Act: -0.39%

Price: $74.40 Prob +5D: 0% AUC: 1.000
0000759944-26-000133

cfg-20260716

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442026-07-162026-07-160000759944us-gaap:CommonStockMember2026-07-162026-07-160000759944us-gaap:SeriesEPreferredStockMember2026-07-162026-07-160000759944us-gaap:SeriesHPreferredStockMember2026-07-162026-07-160000759944cfg:SeriesIPreferredStockMember2026-07-162026-07-16

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): July 16, 2026

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series ICFG PrINew 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 2.02   Results of Operations and Financial Condition.

On July 16, 2026, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its second quarter 2026 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated July 16, 2026

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued July 16, 2026

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for second quarter 2026

Exhibit 104Cover 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/ Aunoy Banerjee

Aunoy Banerjee

Executive Vice President and Chief Financial Officer

Date:  July 16, 2026

2026
Q1

Q1 2026 Earnings

8-K

Apr 16, 2026

0000759944-26-000070

cfg-20260416

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442026-04-162026-04-160000759944us-gaap:CommonStockMember2026-04-162026-04-160000759944us-gaap:SeriesEPreferredStockMember2026-04-162026-04-160000759944us-gaap:SeriesHPreferredStockMember2026-04-162026-04-160000759944cfg:SeriesIPreferredStockMember2026-04-162026-04-16

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): April 16, 2026

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series ICFG PrINew 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 2.02   Results of Operations and Financial Condition.

On April 16, 2026, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its first quarter 2026 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated April 16, 2026

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued April 16, 2026

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for first quarter 2026

Exhibit 104Cover 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/ Aunoy Banerjee

Aunoy Banerjee

Executive Vice President and Chief Financial Officer

Date:  April 16, 2026

2025
Q4

Q4 2025 Earnings

8-K

Jan 21, 2026

0000759944-26-000017

cfg-20260121

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442026-01-212026-01-210000759944us-gaap:CommonStockMember2026-01-212026-01-210000759944us-gaap:SeriesEPreferredStockMember2026-01-212026-01-210000759944us-gaap:SeriesHPreferredStockMember2026-01-212026-01-210000759944cfg:SeriesIPreferredStockMember2026-01-212026-01-21

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): January 21, 2026

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series ICFG PrINew 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 2.02   Results of Operations and Financial Condition.

On January 21, 2026, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2025 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated January 21, 2026

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued January 21, 2026

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 2025

Exhibit 104Cover 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/ Aunoy Banerjee

Aunoy Banerjee

Executive Vice President and Chief Financial Officer

Date:  January 21, 2026

2025
Q3

Q3 2025 Earnings

8-K

Oct 15, 2025

0000759944-25-000139

cfg-20251015

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442025-10-152025-10-150000759944us-gaap:CommonStockMember2025-10-152025-10-150000759944us-gaap:SeriesEPreferredStockMember2025-10-152025-10-150000759944us-gaap:SeriesHPreferredStockMember2025-10-152025-10-150000759944cfg:SeriesIPreferredStockMember2025-10-152025-10-15

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): October 15, 2025

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series ICFG PrINew 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 2.02   Results of Operations and Financial Condition.

On October 15, 2025, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its third quarter 2025 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated October 15, 2025

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued October 15, 2025

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for third quarter 2025

Exhibit 104Cover 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/ Christopher R. Emerson

Christopher R. Emerson

Executive Vice President and Interim Chief

Financial Officer

Date:  October 15, 2025

2025
Q2

Q2 2025 Earnings

8-K

Jul 17, 2025

0000759944-25-000099

cfg-20250717

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442025-07-172025-07-170000759944us-gaap:CommonStockMember2025-07-172025-07-170000759944us-gaap:SeriesEPreferredStockMember2025-07-172025-07-170000759944us-gaap:SeriesHPreferredStockMember2025-07-172025-07-17

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): July 17, 2025

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew 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 2.02   Results of Operations and Financial Condition.

On July 17, 2025, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its second quarter 2025 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated July 17, 2025

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued July 17, 2025

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for second quarter 2025

Exhibit 104Cover 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 Chair and Chief Financial Officer

Date:  July 17, 2025

2025
Q1

Q1 2025 Earnings

8-K

Apr 16, 2025

0000759944-25-000051

cfg-20250416

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442025-04-162025-04-160000759944us-gaap:CommonStockMember2025-04-162025-04-160000759944us-gaap:SeriesEPreferredStockMember2025-04-162025-04-160000759944us-gaap:SeriesHPreferredStockMember2025-04-162025-04-16

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): April 16, 2025

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew 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 2.02   Results of Operations and Financial Condition.

On April 16, 2025, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its first quarter 2025 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated April 16, 2025

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued April 16, 2025

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for first quarter 2025

Exhibit 104Cover 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 Chair and Chief Financial Officer

Date:  April 16, 2025

2024
Q4

Q4 2024 Earnings

8-K

Jan 17, 2025

0000759944-25-000005

cfg-20250117

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442025-01-172025-01-170000759944us-gaap:CommonStockMember2025-01-172025-01-170000759944us-gaap:SeriesEPreferredStockMember2025-01-172025-01-170000759944us-gaap:SeriesHPreferredStockMember2025-01-172025-01-17

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): January 17, 2025

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew 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 2.02   Results of Operations and Financial Condition.

On January 17, 2025, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2024 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated January 17, 2025

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued January 17, 2025

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 2024

Exhibit 104Cover 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 Chair and Chief Financial Officer

Date:  January 17, 2025

2024
Q3

Q3 2024 Earnings

8-K

Oct 16, 2024

0000759944-24-000170

cfg-20241016

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442024-10-162024-10-160000759944us-gaap:CommonStockMember2024-10-162024-10-160000759944us-gaap:SeriesEPreferredStockMember2024-10-162024-10-160000759944us-gaap:SeriesHPreferredStockMember2024-10-162024-10-16

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): October 16, 2024

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew 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 2.02   Results of Operations and Financial Condition.

On October 16, 2024, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its third quarter 2024 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated October 16, 2024

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued October 16, 2024

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for third quarter 2024

Exhibit 104Cover 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 Chair and Chief Financial Officer

Date:  October 16, 2024

2024
Q2

Q2 2024 Earnings

8-K

Jul 17, 2024

0000759944-24-000138

cfg-20240717

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442024-07-172024-07-170000759944us-gaap:CommonStockMember2024-07-172024-07-170000759944us-gaap:SeriesEPreferredStockMember2024-07-172024-07-170000759944us-gaap:SeriesHPreferredStockMember2024-07-172024-07-17

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): July 17, 2024

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 ECFG PrENew York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series HCFG PrHNew 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 2.02   Results of Operations and Financial Condition.

On July 17, 2024, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its second quarter 2024 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated July 17, 2024

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued July 17, 2024

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for second quarter 2024

Exhibit 104Cover 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 Chair and Chief Financial Officer

Date:  July 17, 2024

2024
Q1

Q1 2024 Earnings

8-K

Apr 17, 2024

0000759944-24-000060

cfg-20240417

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442024-04-172024-04-170000759944us-gaap:CommonStockMember2024-04-172024-04-170000759944us-gaap:SeriesDPreferredStockMember2024-04-172024-04-170000759944us-gaap:SeriesEPreferredStockMember2024-04-172024-04-17

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): April 17, 2024

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On April 17, 2024, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its first quarter 2024 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated April 17, 2024

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued April 17, 2024

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for first quarter 2024

Exhibit 104Cover 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 Chair and Chief Financial Officer

Date:  April 17, 2024

2023
Q4

Q4 2023 Earnings

8-K

Jan 17, 2024

0000759944-24-000005

cfg-20240117

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442024-01-172024-01-170000759944us-gaap:CommonStockMember2024-01-172024-01-170000759944us-gaap:SeriesDPreferredStockMember2024-01-172024-01-170000759944us-gaap:SeriesEPreferredStockMember2024-01-172024-01-17

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): January 17, 2024

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On January 17, 2024, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2023 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated January 17, 2024

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued January 17, 2024

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 2023

Exhibit 104Cover 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 Chair and Chief Financial Officer

Date:  January 17, 2024

2023
Q3

Q3 2023 Earnings

8-K

Oct 18, 2023

0000759944-23-000143

cfg-20231018

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442023-10-182023-10-180000759944us-gaap:CommonStockMember2023-10-182023-10-180000759944us-gaap:SeriesDPreferredStockMember2023-10-182023-10-180000759944us-gaap:SeriesEPreferredStockMember2023-10-182023-10-18

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): October 18, 2023

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On October 18, 2023, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its third quarter 2023 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated October 18, 2023

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued October 18, 2023

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for third quarter 2023

Exhibit 104Cover 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 Chair and Chief Financial Officer

Date:  October 18, 2023

2023
Q2

Q2 2023 Earnings

8-K

Jul 19, 2023

0000759944-23-000112

cfg-20230719

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442023-07-192023-07-190000759944us-gaap:CommonStockMember2023-07-192023-07-190000759944us-gaap:SeriesDPreferredStockMember2023-07-192023-07-190000759944us-gaap:SeriesEPreferredStockMember2023-07-192023-07-19

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): July 19, 2023

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On July 19, 2023, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its second quarter 2023 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated July 19, 2023

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued July 19, 2023

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for second quarter 2023

Exhibit 104Cover 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:  July 19, 2023

2023
Q1

Q1 2023 Earnings

8-K

Apr 19, 2023

0000759944-23-000058

cfg-20230419

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442023-04-192023-04-190000759944us-gaap:CommonStockMember2023-04-192023-04-190000759944us-gaap:SeriesDPreferredStockMember2023-04-192023-04-190000759944us-gaap:SeriesEPreferredStockMember2023-04-192023-04-19

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): April 19, 2023

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On April 19, 2023, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its first quarter 2023 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated April 19, 2023

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued April 19, 2023

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for first quarter 2023

Exhibit 104Cover 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:  April 19, 2023

2022
Q4

Q4 2022 Earnings

8-K

Jan 17, 2023

0000759944-23-000005

cfg-20230117

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442023-01-172023-01-170000759944us-gaap:CommonStockMember2023-01-172023-01-170000759944us-gaap:SeriesDPreferredStockMember2023-01-172023-01-170000759944us-gaap:SeriesEPreferredStockMember2023-01-172023-01-17

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): January 17, 2023

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On January 17, 2023, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2022 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated January 17, 2023

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued January 17, 2023

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 2022

Exhibit 104Cover 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:  January 17, 2023

2022
Q3

Q3 2022 Earnings

8-K

Oct 19, 2022

0000759944-22-000136

cfg-20221019

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442022-10-192022-10-190000759944us-gaap:CommonStockMember2022-10-192022-10-190000759944us-gaap:SeriesDPreferredStockMember2022-10-192022-10-190000759944us-gaap:SeriesEPreferredStockMember2022-10-192022-10-19

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): October 19, 2022

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On October 19, 2022, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its third quarter 2022 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated October 19, 2022

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued October 19, 2022

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for third quarter 2022

Exhibit 104Cover 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:  October 19, 2022

2022
Q2

Q2 2022 Earnings

8-K

Jul 19, 2022

0000759944-22-000116

cfg-20220719

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442022-07-192022-07-190000759944us-gaap:CommonStockMember2022-07-192022-07-190000759944us-gaap:SeriesDPreferredStockMember2022-07-192022-07-190000759944us-gaap:SeriesEPreferredStockMember2022-07-192022-07-19

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): July 19, 2022

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On July 19, 2022, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its second quarter 2022 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated July 19, 2022

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued July 19, 2022

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for second quarter 2022

Exhibit 104Cover 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:  July 19, 2022

2022
Q1

Q1 2022 Earnings

8-K

Apr 19, 2022

0000759944-22-000070

cfg-20220419

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442022-04-192022-04-190000759944us-gaap:CommonStockMember2022-04-192022-04-190000759944us-gaap:SeriesDPreferredStockMember2022-04-192022-04-190000759944us-gaap:SeriesEPreferredStockMember2022-04-192022-04-19

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): April 19, 2022

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On April 19, 2022, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its first quarter 2022 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated April 19, 2022

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued April 19, 2022

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for first quarter 2022

Exhibit 104Cover 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:  April 19, 2022

2021
Q4

Q4 2021 Earnings

8-K

Jan 19, 2022

0000759944-22-000003

cfg-20220119

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442022-01-192022-01-190000759944us-gaap:CommonStockMember2022-01-192022-01-190000759944us-gaap:SeriesDPreferredStockMember2022-01-192022-01-190000759944us-gaap:SeriesEPreferredStockMember2022-01-192022-01-19

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): January 19, 2022

(Exact name of the registrant as specified in its charter)

Delaware001-3663605-0412693

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Citizens Plaza

Providence,RI02903

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 classTrading symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareCFGNew 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 DCFG PrDNew 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 ECFG PrENew 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 2.02   Results of Operations and Financial Condition.

On January 19, 2022, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2021 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

Exhibit NumberDescription

(d)Exhibit 99.1 Citizens Financial Group, Inc. press release dated January 19, 2022

Exhibit 99.2 Citizens Financial Group, Inc. earnings release presentation issued January 19, 2022

Exhibit 99.3 Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 2021

Exhibit 104Cover 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:  January 19, 2022

About Citizens Financial Group Inc. (CFG) Earnings

This page provides Citizens Financial Group Inc. (CFG) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.

Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on CFG's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.

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