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 67, 2025

(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 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E	CFG PrE	New 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 H	CFG PrH	New 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 I	CFG PrI	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 5.0302 Departure ~~Amendments~~of toDirectors ~~Articles~~or ofCertain ~~Incorporation~~Officers; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

On October 67, 2025, Citizens Financial Group, Inc. (the “Company”) ~~filed~~announced athat ~~Certificate~~Ted ~~of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware~~Swimmer, ~~which,~~head ~~effective upon filing, eliminated from the Restated Certificate~~ of ~~Incorporation~~capital ~~all~~markets ~~matters~~and ~~set~~advisory ~~forth~~for inCitizens ~~the~~Commercial ~~Certificate of Designations with respect to its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock~~Banking, ~~Series~~has Fbeen ~~(the~~named ~~“Series~~Head ~~F Preferred Stock”). All outstanding shares~~ of ~~the~~Commercial ~~Series F Preferred Stock were redeemed on October 6~~Banking, ~~2025.~~effective ~~A copy of the Certificate of Elimination relating to the Series F Preferred Stock is filed as Exhibit 3~~immediately.1 ~~to this Current Report on Form 8-K and is incorporated herein by reference~~Mr. A ~~Restated~~Swimmer ~~Certificate~~succeeds ofDon ~~Incorporation~~McCree, ~~reflecting~~who ~~(i)~~will ~~the~~remain ~~elimination~~at of the ~~Series F Preferred Stock; and (ii) the integration of the~~ Company’s ~~previously~~as ~~filed~~Chair ~~Certificate~~ of ~~Designations~~Commercial ~~for~~Banking ~~the~~until ~~6.500%~~his ~~Fixed-Rate~~retirement ~~Reset~~at ~~Non-Cumulative Perpetual Preferred Stock, Series I was filed with~~ the ~~Secretary~~end of ~~State~~March ~~of the State of Delaware on October 6, 2025, and is listed as Exhibit 3~~2026.~~2 to this Current Report on Form 8-K and is incorporated herein by reference.~~

A 30-year banking industry veteran, Swimmer joined the Company in 2010 as executive vice president and head of capital markets and was named to the Company’s Executive Committee in 2018.

A copy of the Company’s press release announcing Mr. Swimmer’s appointment and Mr. McCree’s retirement is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

	Exhibit Number	Description
(d)	~~Exhibit 3~~99.1	~~Certificate~~Press ofRelease ~~Elimination~~issued ~~relating~~by to the ~~Series F Preferred stock~~Company, dated October 67, 2025
	Exhibit 3.2	Restated Certificate of Incorporation of Citizens Financial Group, Inc., as restated on October 6, 2025
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
	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/ ~~Robin~~Bruce S.Van ~~Elkowitz~~Saun ~~Robin~~Bruce S.Van ~~Elkowitz~~Saun ~~Executive~~Chairman ~~Vice President, Deputy General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Executive Officer

Date: October 67, 2025

Filing Compare · CITIZENS FINANCIAL GROUP INC/RI