CITIZENS FINANCIAL GROUP INC/RI 0000759944 false 0000759944 2024-01-18 2024-01-18 0000759944 us-gaap:CommonStockMember 2024-01-18 2024-01-18 0000759944 us-gaap:SeriesDPreferredStockMember 2024-01-18 2024-01-18 0000759944 us-gaap:SeriesEPreferredStockMember 2024-01-18 2024-01-18

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): January 18, 2024
(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 8.01 Other Events.
On January 17, 2024, Citizens Financial Group, Inc. (the “Company”) announced its fourth quarter and full year 2023 earnings. The Company’s earnings results and financial supplement are being filed as Exhibits 99.1 and 99.2, respectively.
Item 9.01 Financial Statements and Exhibits.

| Exhibit Number |  | Description
(d) | Exhibit 99.1 |  | Citizens Financial Group, Inc. earnings results for fourth quarter and full year 2023
| Exhibit 99.2 |  | Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 2023
| 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 Chair and Chief Financial Officer

Date: January 18, 2024