CITIZENS FINANCIAL GROUP INC/RI 0000759944 false 0000759944 2022-06-27 2022-06-27 0000759944 us-gaap:CommonStockMember 2022-06-27 2022-06-27 0000759944 us-gaap:SeriesDPreferredStockMember 2022-06-27 2022-06-27 0000759944 us-gaap:SeriesEPreferredStockMember 2022-06-27 2022-06-27

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): June 27, 2022
(Exact name of the registrant as specified in its charter)

Delaware | 001-36636 | 05-0412693
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number)
One Citizens Plaza |  |
Providence, | RI |  | 02903
(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 class | Trading symbol(s) | Name of each exchange on which registered
Common stock, $0.01 par value per share | CFG | New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D | CFG PrD | New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E | CFG PrE | New York Stock Exchange

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

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

Item 7.01 Regulation FD Disclosure.
On June 27, 2022, Citizens Financial Group (the “Company”) issued a press release announcing key aspects of its 2022 Capital Plan, which includes increasing the Company’s common share repurchase authorization to $1.0 billion. The Company’s announcement follows the publication on June 23, 2022 by the Board of Governors of the Federal Reserve System of the results from its DFAST stress tests and communication to the Company of its preliminary stress capital buffer of 3.4%, effective October 1, 2022.
The press release is attached hereto as Exhibit 99.1. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.

| Exhibit Number |  | Description
(d) | Exhibit 99.1 |  | Citizens Financial Group, Inc. press release dated June 27, 2022
| Exhibit 104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

CITIZENS FINANCIAL GROUP, INC.
By: |  | /s/ John F. Woods
|  | John F. Woods
|  | Vice Chairman and Chief Financial Officer

Date: June 28, 2022