CFG 8-K Current Reports

Corporate ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Oct 16, 2026)

Citizens Financial Group, Inc. (CFG) reported strong third quarter 2026 results, demonstrating robust year-over-year growth in net income and earnings per share. The company announced a 29% increase in net income to $636 million and a 34% rise in diluted EPS to $1.41 compared to the prior year. Key drivers of this performance include significant year-over-year growth in net interest income, up 13%, supported by an expanding net interest margin. Additionally, the company achieved positive operating leverage of 5.3% year-over-year, indicating effective expense management relative to revenue growth. The company also announced a 13% increase in its quarterly dividend and an expansion of its share repurchase program, signaling confidence in its financial health and commitment to returning capital to shareholders.

Oct 16, 2026 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Bylaw Amendment (Oct 8, 2026)

Citizens Financial Group, Inc. (CFG) has filed a Form 8-K to report the elimination of its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G. This action was formalized on October 6, 2026, with the filing of a Certificate of Elimination with the Delaware Secretary of State, effectively removing all provisions related to the Series G Preferred Stock from the company's Restated Certificate of Incorporation. Concurrently, all outstanding shares of this preferred stock were redeemed on the same date. This move signals a significant change in CFG's capital structure by eliminating a class of preferred stock. Investors should note that this action likely has implications for the company's outstanding equity and debt profiles. The elimination of the Series G Preferred Stock and its redemption suggest a strategic decision by management, potentially aimed at simplifying the capital structure, reducing future dividend obligations, or optimizing its balance sheet. Further analysis into the reasons behind this redemption and its impact on financial ratios would be beneficial for investors.

Oct 8, 2026 8-K

Shareholder MattersCorporate ChangesOther Events+1

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Rights Modification (Jul 31, 2026)

Citizens Financial Group, Inc. (CFG) has filed an 8-K detailing the issuance and terms of its new 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J. This issuance, effective July 30, 2026, involves 400,000 shares with a liquidation preference of $1,000 per share, totaling $400 million in potential capital. The filing clarifies the rights and restrictions associated with this new preferred stock, particularly concerning dividend payments and distributions to common stockholders and other junior stock classes. Key for investors is understanding the implications of the Series J Preferred Stock on CFG's capital structure and dividend policy for its common shares. The terms indicate that if CFG fails to pay or set aside dividends on the Series J Preferred Stock, it will face restrictions on paying dividends to common stock or other junior securities. This structure prioritizes the preferred shareholders, ensuring their dividend payments are met before common shareholders receive distributions. The Certificate of Designations, filed with Delaware, outlines these detailed preferences and limitations, and the related Underwriting Agreement is also filed, providing transparency on the offering process.

Jul 31, 2026 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jul 21, 2026)

Citizens Financial Group (CFG) reported strong second quarter 2026 results, with diluted EPS of $1.30 (up 15% from $1.13 in 1Q26 and 41% from $0.92 in 2Q25), net income of $587 million, and ROTCE of 13.9%. Pre-provision profit rose 13% sequentially to $889 million and 24% year over year. Net interest income grew 4.4% quarter over quarter to $1.63 billion, with net interest margin up 3 basis points to 3.17% (FTE). Noninterest income rose 8% sequentially to $652 million, led by record second-quarter capital markets fees ($153 million) and record wealth fees ($102 million). Credit trends continued to improve: net charge-offs fell to 0.37% of average loans, nonaccrual loans declined 4% to $1.4 billion, and the allowance covered 152% of nonaccrual loans. Capital remained solid, with a preliminary CET1 ratio of 10.4% and tangible book value per share up 1% to $38.29. The Form 8-K also discloses that on July 21, 2026, the company launched a proposed public offering of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J. If the offering prices and closes, CFG intends to use the proceeds to redeem some or all of its 4.000% Series G Preferred Stock on the October 6, 2026 dividend payment date. The offering is subject to market conditions, and the company has not committed to the redemption, so the amount and timing remain uncertain. Investors should watch for pricing details and any subsequent redemption notice, since a refinancing of the Series G preferred could modestly affect the company's preferred dividend cost and capital structure. The filing also confirmed a quarterly common dividend of $0.46 per share, payable August 13, 2026. Overall, the filing portrays a bank with accelerating earnings momentum driven by net interest income growth, fee strength, and the Private Bank build-out, alongside improving asset quality. Key watch items include sustained margin expansion, deposit cost pressure (total deposit costs rose 3 basis points), the rising reliance on FHLB advances, and the outcome of the Series J preferred offering.

Jul 21, 2026 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Jul 16, 2026)

Citizens Financial Group (CFG) reported strong second quarter 2026 results, with net income of $587 million (up 35% year over year), diluted EPS of $1.30 (up 41% YoY and 15% QoQ), and ROTCE of 13.9%. Pre-provision profit rose 13% sequentially and 24% year over year to $889 million, driven by net interest income growth of 4.4% QoQ and fee growth of 8% QoQ. Positive operating leverage was 4.1% QoQ and 6.4% YoY, and the efficiency ratio improved to 61.1%. Management highlighted record Wealth fees, a record second-quarter Capital Markets fee result, and continued growth in the Private Bank, which contributed $0.15 to EPS. Credit trends remained favorable. Net charge-offs fell to 0.37% of average loans (from 0.39% in 1Q26 and 0.48% a year ago), nonaccrual loans declined 4% QoQ to $1.4 billion, and the allowance for credit losses stood at 1.48% of loans (152% of nonaccrual loans). Capital remained solid, with a CET1 ratio of 10.4% (preliminary, down from 10.5%), and the company repurchased $225 million of stock and declared a $0.46 quarterly dividend. Tangible book value per share rose to $38.29, up 1% QoQ and 9% YoY. Looking ahead, management guided 3Q26 net interest income up 2.5-3.5%, noninterest income up about 1%, and a CET1 ratio near 10.5% with roughly $125 million in buybacks. It projects NIM expanding to 3.30-3.50% by 4Q27 and reaffirmed a 16-18% ROTCE target by end of 2027. Note that the filing is a furnishing under Items 2.02 and 7.01, and the forward-looking outlook and targets are management projections subject to the risk factors cited.

Jul 16, 2026 8-K

Shareholder Matters

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Shareholder Vote Results (Apr 24, 2026)

Citizens Financial Group, Inc. (CFG) has filed a Current Report (8-K) detailing the outcomes of its 2026 Annual Meeting of Stockholders, held on April 23, 2026. The meeting saw the election of all director nominees for a one-year term, with significant support for each candidate. Additionally, stockholders approved the advisory vote on executive compensation, a crucial signal of confidence in the company's leadership and compensation strategies. The appointment of Deloitte & Touche LLP as the registered independent public accounting firm for 2026 was also ratified by shareholders. However, a shareholder proposal seeking the adoption of a majority voting standard was not approved. This indicates that the current plurality voting system for director elections will remain in place. The report provides detailed voting results for each proposal, offering transparency into shareholder sentiment on key corporate governance matters.

Apr 24, 2026 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Apr 16, 2026)

Citizens Financial Group (CFG) reported first quarter 2026 net income of $517 million, up 39% year over year, and diluted EPS of $1.13, up 47% year over year (flat versus the seasonally softer fourth quarter of 2025, when EPS was also $1.13). Pre-provision profit (PPNR) was $790 million, down 3% quarter over quarter but up 27% year over year, and positive operating leverage was 7.2% year over year. Net interest margin (NIM) expanded to 3.14%, up 7 basis points sequentially and 24 basis points year over year, while net interest income rose 12% year over year. Management reiterated a path to NIM of 3.30% to 3.50% by 4Q27 and a 16% to 18% return on tangible common equity (ROTCE) by year-end 2027. Fees were $606 million, up 11% year over year but down 2% sequentially, with capital markets and wealth fees driving the annual growth. Credit trends improved. Net charge-offs fell to 0.39% of average loans from 0.43% in the prior quarter and 0.58% a year earlier, and the allowance for credit losses stood at 1.52% of loans. Nonaccrual loans were $1.5 billion, roughly flat sequentially. Capital remained solid, with a CET1 ratio of 10.5% (9.3% adjusted for removal of the AOCI opt-out, a figure investors should watch closely) and tangible book value per share of $37.94, broadly stable. The company repurchased $300 million of stock and declared a quarterly dividend of $0.46 per share. Private Bank growth, now contributing $0.11 to EPS, and the multi-year Reimagine the Bank cost program (targeting roughly $450 million of pre-tax run-rate benefit by year-end 2028) remain central to the medium-term thesis. Management's 2Q26 guidance calls for NII up 3% to 4%, fees up 3% to 5%, and expenses stable to up 1%.

Apr 16, 2026 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jan 29, 2026)

Citizens Financial Group, Inc. (CFG) has announced the successful completion of a $400 million offering of 5.299% Fixed-Reset Subordinated Notes due 2036. This issuance provides the company with additional long-term capital, enhancing its financial flexibility. The notes carry a fixed interest rate for the initial five years, after which the rate will reset based on the Five-Year U.S. Treasury Rate plus a spread of 1.450%, offering a degree of interest rate sensitivity for future periods. Investors in these subordinated notes gain exposure to CFG's credit while acknowledging their position subordinate to senior debt. The proceeds from this offering are designated for general corporate purposes, including potential share repurchases, dividend payments, capital expenditures, debt repayment, and acquisitions. While specific allocations are not detailed, the broad use of proceeds suggests management's intent to deploy capital strategically across various initiatives to support growth and shareholder returns.

Jan 29, 2026 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jan 22, 2026)

Citizens Financial Group (CFG) reported fourth quarter and full year 2025 results on January 21, 2026, disclosed in this 8-K via Exhibits 99.1 and 99.2. Reported 4Q25 diluted EPS was $1.13, up 8% from 3Q25 and up from $0.83 in 4Q24 (which included $0.02 of notable items; underlying 4Q24 EPS was $0.85). Net income was $528 million, total revenue $2.157 billion (up 2% QoQ and 9% YoY), and pre-provision profit $814 million (up 4% QoQ and 21% YoY). Net interest margin expanded 7 bps QoQ to 3.07% (FTE), driven by Non-Core runoff, lower terminated swap impacts, and improved funding costs, while the efficiency ratio improved to 62.2%. For full year 2025, diluted EPS was $3.86 versus $3.03 in 2024 (underlying $3.24), up 27% on a reported basis, with net income of $1.831 billion. There were no notable items in 2025. Credit trends continued to improve. Net charge-offs fell to 43 bps from 46 bps in 3Q25 and 53 bps a year earlier, nonaccrual loans declined 10% YoY to $1.5 billion, and the allowance for credit losses to loans was 1.53%, down from 1.62% a year ago. Loan growth was modest at 1% QoQ, led by the Private Bank and Commercial, while period-end deposits rose 2% QoQ to $183.3 billion, with the Private Bank contributing $14.5 billion of spot deposits. Capital remained solid, with a CET1 ratio of 10.6% (preliminary, about 9.5% adjusted for the removal of the AOCI opt-out) and tangible book value per share up 4% QoQ to $38.07. The board declared a quarterly dividend of $0.46 per share, a $0.04 increase, payable February 18, 2026. From an investor standpoint, the quarter shows improving profitability, a stronger margin, and healthier credit, with Private Bank growth becoming a more visible earnings contributor. Points to monitor include the sequential decline in capital markets fees from a strong 3Q25 (with about $20 million of fees pushed into 1Q26), the still-modest loan growth, and the CET1 ratio moving lower on a pro forma AOCI basis.

Jan 22, 2026 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Jan 21, 2026)

Citizens Financial Group (CFG) reported fourth quarter 2025 net income of $528 million, up 32% year over year, and diluted EPS of $1.13, up 36% year over year (up 33% on an Underlying basis versus the prior-year quarter's notable items). Full-year 2025 net income was $1.83 billion and diluted EPS was $3.86, up 21% and 19% respectively on an Underlying basis. Results were driven by net interest income growth of 3.3% quarter over quarter as net interest margin expanded 7 basis points to 3.07%, strong wealth fees at an all-time high, and positive operating leverage of 1.3% quarter over quarter and 5.2% year over year on an Underlying basis. Efficiency improved to 62.2%, and credit trends continued to improve, with net charge-offs at 43 basis points and an allowance coverage ratio of 1.53%. The balance sheet grew modestly, with period-end loans up 1% sequentially and deposits up 2%, to $183.3 billion. The Private Bank reached $14.5 billion in year-end deposits and contributed roughly 7% of 2025 earnings at an approximately 25% return on regulatory capital. Tangible book value per share rose 4% sequentially to $38.07. The CET1 ratio was 10.6%, or 9.5% after adjusting for the removal of the AOCI opt-out, and the company returned about 80% of 2025 earnings to shareholders. The board declared a quarterly dividend of $0.46 per share, up from $0.42, payable February 18, 2026. Management's FY2026 outlook calls for net interest income growth of 10 to 12%, NIM expansion of 4 to 5 basis points per quarter toward roughly 3.25% by 4Q26, noninterest expense growth of about 4.5%, and net charge-offs of 35 to 40 basis points. The company also launched the multi-year "Reimagine the Bank" program, targeting about $450 million of pre-tax run-rate benefit by 4Q28, and reiterated medium-term ROTCE targets of 16 to 18%, expected to be reached in 2H27. Note that the filing furnishes these materials under Items 2.02 and 7.01 and does not itself contain the company's full forward-looking commitments beyond the presentation.

Jan 21, 2026 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Oct 15, 2025)

Citizens Financial Group (CFG) reported third quarter 2025 net income of $494 million and diluted EPS of $1.05, up from $0.92 in the second quarter and $0.77 in the year-ago quarter (underlying EPS of $0.79 in 3Q24). Pre-provision profit rose 9% quarter over quarter to $783 million, with positive operating leverage of 3%. Net interest income grew 3.5% sequentially to $1.49 billion as net interest margin expanded 5 basis points to 3.00%, and fee income rose 5% to $630 million, led by a 58% sequential jump in capital markets fees to $166 million. Credit trends improved, with net charge-offs falling to 0.46% of average loans from 0.48% and the provision declining to $154 million. Tangible book value per share rose 4% to $36.73, and CET1 was 10.7%. Management guided to a 2.5% to 3% rise in 4Q25 net interest income, a stable to slightly higher expense base, and net charge-offs in the low 40 basis point range. The board raised the quarterly common dividend 9.5% to $0.46 per share. The company also reiterated a medium-term NIM target of 3.25% to 3.50% and a medium-term ROTCE target of roughly 16% to 18%, supported by the Private Bank build-out, Non-Core runoff, and the multi-year 'Reimagine the Bank' transformation program. Investors should note that the quarter benefited from a cyclical rebound in capital markets and from M&A fees that management said were partly pulled forward from the second quarter, so fee growth may not be fully repeatable. Deposit growth was driven by the Private Bank and Commercial, while higher-cost Treasury brokered deposits continued to decline. The company also reported that CET1 adjusted for the removal of the AOCI opt-out was 9.4%, which is a relevant reference point for capital strength.

Oct 15, 2025 8-K

Corporate ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Oct 7, 2025)

Citizens Financial Group (NYSE: CFG) filed an 8-K on October 7, 2025 to disclose a leadership change in its Commercial Banking division. Ted Swimmer, previously head of capital markets and advisory for Citizens Commercial Banking, was named Head of Commercial Banking effective immediately. He succeeds Don McCree, who will remain as Chair of Commercial Banking until his retirement at the end of March 2026, providing a transition period. Swimmer is a 30-year banking veteran who joined Citizens in 2010 and was named to the Executive Committee in 2018. The company credits him with building the Capital Markets and Advisory team into a consistent Top 5 U.S. Middle Market Deal Bookrunner and expanding the bank's offerings to include debt, equity, and M&A advisory. His prior experience includes senior roles at Wachovia, including leading its Leveraged Finance activities. For investors, this is a planned, orderly succession rather than a signal of operational or financial distress. The filing contains no financial results, guidance, or material financial impact. The main takeaways are continuity in a key growth segment, a promoted insider with a strong track record, and a defined overlap period with the outgoing executive.

Oct 7, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Bylaw Amendment (Oct 6, 2025)

Citizens Financial Group, Inc. (CFG) has filed a Certificate of Elimination with the Delaware Secretary of State, effectively removing all provisions related to its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F (Series F Preferred Stock) from its Restated Certificate of Incorporation. This action was completed concurrently with the full redemption of all outstanding Series F Preferred Stock on October 6, 2025. This move signifies a simplification of the company's capital structure and the retirement of this specific series of preferred stock. Furthermore, CFG filed an updated Restated Certificate of Incorporation that incorporates the elimination of the Series F Preferred Stock and integrates the previously filed Certificate of Designations for its 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. Investors should note that these filings are primarily administrative in nature, related to the management of the company's outstanding equity and preferred stock issuances, and do not appear to indicate any immediate operational or strategic shifts. The company has made the relevant filing documents available as exhibits to this report.

Oct 6, 2025 8-K

Shareholder MattersCorporate ChangesOther Events+1

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Aug 12, 2025)

Citizens Financial Group (NYSE: CFG) announced on August 12, 2025 that Aunoy Banerjee, currently CFO of Barclays Bank PLC, will become Executive Vice President and Chief Financial Officer. Banerjee joins Citizens on October 24, 2025, and will sit on the Executive Committee reporting to Chairman and CEO Bruce Van Saun. His remit covers Financial Planning & Analysis, Business Line Finance, Controller, Investor Relations, Treasury, Tax, Capital Management, and Property & Procurement, making him responsible for much of the bank's core financial and capital function. The transition follows the previously announced departure of current Vice Chair and CFO John Woods, whose last day is August 15, 2025. Chris Emerson, EVP and Head of Corporate Planning & Enterprise Finance, will serve as interim CFO until Banerjee arrives. This leaves a roughly two-month gap in which a non-permanent CFO runs the finance function, which investors may watch closely given the bank's stated growth and transformation agenda. From a compensation standpoint, Banerjee's employment agreement sets a $700,000 base salary and guaranteed 2025 incentive pay of $3.7 million (reduced by any role-based allowance from Barclays), plus a buy-out award with an approximate grant-date value of $5 million to replace forfeited Barclays awards. Severance and change-of-control protections are standard for an executive of this level, with a double-trigger payment of two times salary plus average bonus. The filing is primarily a leadership transition disclosure; it contains no new financial results or guidance.

Aug 12, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Rights Modification (Jul 31, 2025)

Citizens Financial Group, Inc. (CFG) has filed a Form 8-K detailing the issuance of its 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. This issuance, which occurred on July 31, 2025, introduces new dividend restrictions on the company's common stock and junior preferred stock. Specifically, if CFG fails to pay dividends on the Series I Preferred Stock, it will be restricted from paying dividends on or acquiring its common stock or other junior stock. Furthermore, any partial dividend payment on the Series I Preferred Stock will limit full dividend payments on equally ranking preferred stock. The filing also confirms the establishment of the Series I Preferred Stock's terms through a Certificate of Designations filed on July 25, 2025. Separately, on July 22, 2025, CFG entered into an underwriting agreement for a public offering of 16,000,000 depositary shares, each representing a 1/40th interest in a share of the Series I Preferred Stock. These depositary shares were issued under a Deposit Agreement with Computershare, effective July 31, 2025. Investors should note these changes as they impact the company's capital structure and dividend policy.

Jul 31, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jul 22, 2025)

Citizens Financial Group (CFG) reported second quarter 2025 results on July 17, 2025, showing diluted EPS of $0.92 (up $0.15 from the prior quarter and up $0.14 year over year on a reported basis), with no notable items in the quarter. Pre-provision profit rose 16% quarter over quarter to $718 million, driven by 5% revenue growth to $2.04 billion and expenses that were essentially flat at $1.32 billion, producing a 64.8% efficiency ratio (improved from 67.9%). Net interest margin expanded 5 basis points to 2.95%, and noninterest income rose 10% to $600 million, led by card, wealth and mortgage banking fees. Credit trends were stable to improving: net charge-offs were 48 basis points, nonaccrual loans fell 4%, and the allowance covered 1.59% of loans. Capital remained strong, with a CET1 ratio of 10.6% and tangible book value per share up 4% to $35.23. Separately, the company announced a proposed public offering of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. If priced and closed, Citizens intends to use the proceeds to redeem some or all of its outstanding 5.650% Series F Preferred Stock on the October 6, 2025 dividend payment date. The offering is subject to market conditions and has not yet priced, so there is no assurance it will proceed or that any redemption will occur. The filing also notes that the board increased the share repurchase authorization to $1.5 billion in June 2025, and a quarterly common dividend of $0.42 per share was declared, payable August 14, 2025. For investors, the quarter shows improving operating leverage and profitability, with the main near-term event being the potential Series F refinancing. Management attributed the mix of results to Private Bank growth and seasonal fee patterns, while the lower-cost deposit mix and falling Non-Core balances supported margin and credit quality.

Jul 22, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Jul 17, 2025)

Citizens Financial Group (CFG) reported second quarter 2025 net income of $436 million, or $0.92 diluted EPS, up from $0.77 in the first quarter and $0.78 a year earlier (underlying EPS of $0.82 in 2Q24, which excluded $32 million of pre-tax notable items). Pre-provision profit rose 16% sequentially to $718 million, driven by net interest income up 3.3% to $1.437 billion on a 5 bp expansion in net interest margin to 2.95% (FTE basis) and noninterest income up 10% to $600 million. Expenses were essentially flat quarter over quarter at $1.319 billion, producing roughly 5% positive operating leverage and an efficiency ratio of 64.8%, down from 67.9%. There were no notable items in either 1Q25 or 2Q25. Credit trends improved. Net charge-offs were 48 bps, versus 58 bps in the prior quarter (which included a 7 bp hit from the Non-Core education loan sale), and nonaccrual loans fell 4% to $1.5 billion. The allowance for credit losses was 1.59% of loans, and coverage of nonaccrual loans was 145%. Capital remained solid, with a CET1 ratio of 10.6% (about 9.1% adjusted for removal of the AOCI opt-out) and tangible book value per share up 4% to $35.23. The company repurchased $200 million of stock and paid $185 million in common dividends, and the board raised its repurchase authorization to $1.5 billion. Management guided to 3Q25 NII up roughly 3-4%, noninterest income up low single digits, and expenses up about 1-1.5%, and it reaffirmed its FY2025 outlook. It also flagged a multi-year 'Reimagining the Bank' transformation program. For investors, the key drivers are NIM expansion from Non-Core runoff and swap roll-offs, Private Bank growth (contributing $0.06 to EPS), and disciplined expenses. Watch-points include softer capital markets fees, which were pushed out by delayed M&A closings into July, and ongoing commercial real estate and General Office exposure, which carries 11.8% reserve coverage.

Jul 17, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Regulation FD Disclosure (Jun 13, 2025)

Citizens Financial Group, Inc. (NYSE: CFG) announced on June 13, 2025 that its board of directors increased the capacity of the company's common share repurchase program to $1.5 billion. This represents an increase of $1.2 billion above the $300 million of capacity remaining under the prior June 2024 authorization, so the new figure is effectively a fresh $1.5 billion of available capacity rather than an incremental top-up to the existing balance. The disclosure was furnished under Item 7.01 (Regulation FD) and is not deemed filed under Section 18 of the Exchange Act. For investors, the key takeaway is that the board is signaling confidence in the bank's earnings power and capital position, and is prioritizing capital returns to shareholders alongside organic growth investments. CFO John F. Woods framed the authorization as supporting customers, business investment, and attractive shareholder returns. The company stated it will assess potential changes to its capital distributions as conditions warrant, and that repurchases remain subject to board approval and factors including capital position, financial performance, strategic capital impacts, market conditions, and regulatory considerations. The filing does not specify a time frame, a target pace of buybacks, or the execution mechanisms in detail beyond noting that repurchases may occur in the open market, in privately negotiated transactions, under Rule 10b5-1 plans, or via accelerated share repurchases. Investors should therefore treat the $1.5 billion figure as maximum authorized capacity, not a committed amount to be deployed. The company had $220.1 billion in assets as of March 31, 2025, making this a material capital return announcement for a large regional bank.

Jun 13, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Apr 30, 2025)

Citizens Financial Group (NYSE: CFG) disclosed on April 30, 2025 two leadership changes in an 8-K. Brendan Coughlin, currently Vice Chair and Head of Consumer, Private Banking and Wealth, was promoted to President, reporting to Chairman and CEO Bruce Van Saun. He keeps oversight of Consumer Banking, Citizens Private Bank, and Wealth, and his scope has recently broadened to include Enterprise Data & Analytics and Marketing. The promotion signals management's confidence in a senior executive who is widely viewed as a potential successor pool, though the filing does not explicitly designate him as CEO successor. The more consequential news is that Vice Chair and CFO John Woods notified the company on April 24, 2025 that he will depart to pursue another opportunity, with his exit expected in August 2025. The company states the decision is personal and not the result of any disagreement on finance, accounting, operations, policies, or practices, which mitigates concerns about underlying accounting or control issues. Citizens will run a formal internal and external search for a successor, and Woods will assist in a transition. Investors should watch for the CFO appointment, the timing of the handover during a period of ongoing balance-sheet and growth execution, and any guidance or commentary on the search outcome. The company reported $220.1 billion in assets as of March 31, 2025, and the filing contains no quantitative financial results. Overall, the 8-K is primarily an executive-changes disclosure rather than a financial event, with its market impact likely driven by how smoothly the CFO succession is managed.

Apr 30, 2025 8-K

Shareholder Matters

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Shareholder Vote Results (Apr 25, 2025)

Citizens Financial Group, Inc. (CFG) filed an 8-K on April 25, 2025, detailing the outcomes of its 2025 Annual Meeting of Stockholders held on April 24, 2025. The primary purpose of the filing was to report the voting results on key corporate matters. All director nominees were overwhelmingly elected, and shareholders approved the advisory vote on executive compensation and ratified the appointment of Deloitte & Touche LLP as the company's independent auditor for 2025. These results indicate strong shareholder support for the company's leadership and governance practices. The voting outcomes demonstrate a high level of confidence from CFG's stockholders in the current board of directors and its executive compensation strategy. The ratification of Deloitte & Touche LLP further solidifies the company's commitment to robust financial oversight and transparency. Investors can view these results as a positive sign of stability and continuity within the organization.

Apr 25, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Apr 16, 2025)

Citizens Financial Group (CFG) reported first quarter 2025 net income of $373 million and diluted EPS of $0.77, versus $0.83 in 4Q24 and $0.65 in 1Q24, with ROTCE of 9.6%. There were no notable items in the quarter, so underlying and reported results were identical. Pre-provision profit was $621 million, down 9% quarter-over-quarter on an underlying basis, as net interest income fell 1.5% on a day-count impact while net interest margin widened 3 bps to 2.90%. Fees fell 3.5% on seasonal and market-driven weakness in Capital Markets, and expenses rose 1.7%, mainly from seasonal payroll taxes. Credit and balance sheet items were mixed. Net charge-offs were 58 bps, but excluding a $25 million charge tied to the agreement to sell about $1.9 billion of Non-Core education loans, they were 51 bps and trending down, with nonaccrual loans down 5% quarter-over-quarter. The ACL ratio held at 1.61%. Period-end loans fell 1% on the loan sale and reclassification to held-for-sale, while Core loans rose about 1%. Deposits grew 2%, led by Private Bank growth. CET1 was 10.6%, and tangible book value per share rose 5% to $33.97, driven by AOCI recovery from lower long-term rates. The company repurchased $200 million of stock and declared a $0.42 quarterly dividend. Management guided to 2Q25 net interest income up about 3%, noninterest income up mid-to-high single digits, and broadly stable expenses, and reaffirmed its full-year 2025 guidance. It flagged heightened macro uncertainty from policy decisions and said that persistent volatility could weigh on Capital Markets and second-half loan growth.

Apr 16, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Mar 5, 2025)

Citizens Financial Group, Inc. (CFG) announced the successful completion of a $750 million offering of 5.253% Fixed/Floating Rate Senior Notes due 2031. This issuance, finalized on March 5, 2025, was conducted under a previously established shelf registration. The notes carry a fixed interest rate of 5.253% until March 5, 2030, after which they will transition to a floating rate based on SOFR plus a spread of 1.259% until maturity. The company intends to use the net proceeds from this offering for general corporate purposes. This broad allocation may include activities such as share repurchases, dividend payments, capital expenditures, debt reduction, and potential acquisitions. While specific allocation amounts are not detailed, the flexibility in using these funds indicates a strategic approach to capital management and growth initiatives.

Mar 5, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Jan 17, 2025)

Citizens Financial Group (CFG) reported fourth-quarter 2024 GAAP net income of $401 million, or $0.83 per diluted share, and underlying net income of $412 million, or $0.85 per share, on total revenue of $1.99 billion. Full-year 2024 GAAP net income was $1.5 billion ($3.03 per diluted share), with underlying EPS of $3.24, down 16% from $3.88 in 2023. Underlying pre-provision profit rose 4% sequentially to $684 million, driven by a 10 basis point NIM expansion to 2.87%, a 5.6% increase in underlying fee income, and a 3.5% increase in underlying expenses. Balance sheet trends were mixed: period-end loans fell 1.7% sequentially to $139.2 billion as Non-Core run-off and lower commercial balances offset Private Bank growth, while deposits were broadly stable at $174.8 billion. Credit quality was stable, with net charge-offs at 53 basis points, an ACL coverage ratio of 1.62%, and nonaccrual loans up 22% year over year to $1.66 billion, largely from General Office CRE. Capital and liquidity remained strong, with the CET1 ratio at 10.8% (about 9.1% adjusted for the AOCI opt-out removal) and a pro forma LCR of 119%. Tangible book value per share fell 3.6% to $32.34 because of AOCI losses from higher long-term rates. Management guided to 2025 underlying NII growth of 3% to 5%, a NIM near 3.00%, noninterest income growth of 8% to 10%, expense growth of about 4%, and a CET1 ratio of 10.5% to 10.75%. The company also declared a $0.42 quarterly dividend and set a medium-term ROTCE target of roughly 16% to 18%, along with a NIM target of 3.25% to 3.50%. For investors, the central question is whether the Non-Core run-off, swap roll-off, and Private Bank build-out can lift returns toward the medium-term ROTCE target. Fourth-quarter results show progress on margin and operating leverage, but the figures also show continued loan contraction, rising nonaccrual loans in CRE, and a full-year underlying EPS decline. The forward case depends on NII tailwinds and share repurchases that management has tied to market conditions and loan growth.

Jan 17, 2025 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Regulation FD Disclosure (Dec 10, 2024)

Citizens Financial Group (CFG) furnished an investor presentation under Item 7.01 (Regulation FD) for Chairman and CEO Bruce Van Saun's appearance at the Goldman Sachs U.S. Financial Services Conference on December 10, 2024. The 8-K contains no new financial results, guidance changes, or material corporate events. Its value to investors lies in the management narrative. As of September 30, 2024, Citizens reported approximately $220 billion in assets, $175 billion in deposits, and $142 billion in loans, and it describes three strategic segments: a Transformed Consumer Bank, a Best-Positioned Commercial Bank, and a Premier Private Bank. Management's medium-term framework calls for roughly 16% to 18% return on tangible common equity (ROTCE) and a net interest margin target of 3.25% to 3.40%. It attributes this to 2025 to 2027 net interest income tailwinds from the Non-Core portfolio and swaps, and to growth in the Private Bank, which management expects to move from a net investment drag toward 20%+ ROTCE. Management also highlighted deposit franchise quality, with a retail-oriented, highly insured or secured deposit base and cumulative interest-bearing deposit beta better than the peer average this cycle. Capital return continued, with $325 million of common shares repurchased in 3Q24. The presentation is promotional in tone and relies heavily on non-GAAP "Underlying" results and forward-looking targets. Investors should weigh these targets against the company's execution record, the pace of Non-Core runoff, and the risk factors cited in the 10-K. The filing itself includes no new Items 1.01, 2.02, or 8.01 disclosures, and its Regulation FD information is expressly furnished rather than filed.

Dec 10, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Oct 16, 2024)

Citizens Financial Group (CFG) reported third quarter 2024 GAAP net income of $382 million, or $0.77 diluted EPS, and underlying net income of $392 million, or $0.79 underlying EPS, versus $0.82 in the prior quarter and $0.89 a year earlier. Underlying ROTCE was 9.7%, and underlying pre-provision profit was $655 million, down 6% sequentially. The sequential decline was driven mainly by a 2.9% drop in net interest income to $1.37 billion, reflecting a 10 basis point NIM compression to 2.77% from forward-starting swaps, along with seasonally lower capital markets fees (down $40 million). Management noted that several M&A fees slipped into the fourth quarter and that underlying expenses fell 1.3% sequentially. Credit quality showed modest pressure. Net charge-offs rose to 54 bps from 52 bps, driven largely by seasonal auto losses, and nonaccrual loans climbed 10% quarter over quarter to $1.7 billion (1.19% of loans), led by commercial real estate General Office exposure. The allowance for credit losses ratio eased to 1.61%, and coverage of nonaccrual loans fell to 136%. Balance sheet and funding metrics strengthened: the CET1 ratio was 10.6%, tangible book value per share rose 9.6% to $33.54 on an AOCI benefit from lower rates, FHLB advances were reduced to $553 million, and the Private Bank grew deposits to $5.6 billion. The board declared a $0.42 quarterly dividend, and the company repurchased $325 million of stock in the quarter. Management guided to a stronger fourth quarter, with underlying NII up 1.5% to 2.5%, noninterest income up in the mid-to-high single digits, and expenses up about 2%. Management also reiterated a medium-term ROTCE target of roughly 16% to 18% and a NIM target of 3.25% to 3.40%, supported by the rolloff of legacy swaps and Non-Core run-off. This filing is an 8-K furnishing earnings materials under Items 2.02 and 7.01, so the information is not deemed filed for Section 18 purposes.

Oct 16, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Sep 20, 2024)

Citizens Financial Group (NYSE: CFG) filed an 8-K on September 20, 2024 disclosing a board change under Item 5.02. On September 19, 2024, the Board appointed Claude E. Wade, an executive vice president and Chief Digital Officer at AIG, as a director effective March 1, 2025. His appointment temporarily expands the Board to 14 members, and he will serve on the Risk Committee. Wade brings more than 30 years of operational, strategy, and digital experience, including prior roles at BlackRock and Marsh McLennan subsidiaries. The filing also announces that director Wendy Watson will retire from the Board after her current term ends at the April 2025 annual shareholder meeting. Watson has served since 2010, chairs the Audit Committee, and sits on the Risk and Compensation and Human Resources Committees. She is leaving because she has reached the mandatory retirement age under the Company's Corporate Governance Guidelines, not because of any disagreement. Her departure will leave the Audit Committee chair seat open, a relevant governance point for investors to watch. The disclosure is a routine governance update with no reported financial impact. Wade will receive compensation under the Company's standard Non-Employee Directors Compensation Policy, and the filing reports no related-party transactions under Item 404(a) of Regulation S-K. The company cited $219.9 billion in assets as of June 30, 2024. Investors should view this mainly as board refreshment and succession planning rather than a change in strategy or financial outlook.

Sep 20, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Sep 16, 2024)

Citizens Financial Group (NYSE: CFG) filed an 8-K on September 16, 2024 to disclose the appointment of Christopher Schnirel as Controller and Chief Accounting Officer, effective October 21, 2024. Schnirel was named to the role on September 11, 2024, and succeeds Jack Read, who left Citizens in August 2024 for a career outside banking. The filing is a routine executive-personnel disclosure under Item 5.02 and does not report financial results, guidance, or any material change to the company's operations or capital position. Schnirel, age 53, comes from Huntington Bancshares, where he was Senior Vice President and Assistant Controller for 12 years, overseeing SEC reporting, regulatory reporting, accounting policy, and treasury and capital markets controllership. He previously held senior accounting roles at HSBC North America and began his career at PricewaterhouseCoopers. His employment agreement provides total annual compensation of $1.1 million, plus a restricted stock unit buy-out award to replace equity forfeited from his prior employer, and relocation benefits under the company's executive relocation policy. For investors, the key point is continuity in financial reporting and internal controls at a bank with $219.9 billion in assets as of June 30, 2024. The filing discloses standard restrictive covenants (12-month non-solicitation and a perpetual confidentiality obligation) and reports no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. The appointment carries limited direct financial impact, but the Controller and CAO role is central to the accuracy of quarterly and annual filings, so the smooth transition is worth monitoring.

Sep 16, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jul 23, 2024)

Citizens Financial Group, Inc. (CFG) has announced the successful completion of a $1.25 billion offering of 5.718% Fixed/Floating Rate Senior Notes due 2032. This issuance, which took place on July 23, 2024, was conducted under the company's existing shelf registration statement. The notes feature a fixed interest rate of 5.718% until July 23, 2031, after which they will convert to a floating rate tied to SOFR plus a spread of 1.910% until maturity. The proceeds from this offering are intended for general corporate purposes. This includes a broad range of potential uses such as share repurchases, dividend payments, capital expenditures, working capital needs, debt reduction, and potential acquisitions. The company has not specified exact allocations for these proceeds, offering flexibility in their deployment.

Jul 23, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jul 18, 2024)

Citizens Financial Group (CFG) reported second quarter 2024 results on July 17, 2024, disclosed in this 8-K. Reported diluted EPS was $0.78 and net income was $392 million, up 17% sequentially. Underlying diluted EPS, which excludes notable items such as integration costs, TOP initiative costs, and the FDIC special assessment, was $0.82, up 4% from $0.79 in the prior quarter but down 21% from $1.04 a year earlier. Underlying ROTCE improved to 11.1% from 10.6% in the first quarter, though it remains well below the 13.9% reported in the year-ago quarter. Underlying pre-provision profit rose 2% QoQ to $694 million, supported by a 7% sequential increase in fee income and a 1% decline in underlying expenses. The quarter's core earnings trend is mixed. Net interest income fell 2% QoQ to $1.41 billion, and net interest margin compressed 4 basis points to 2.87%, largely due to swap costs. Year over year, NII declined 11% as the margin fell 30 basis points. Total loans and leases declined 1% QoQ and 6% YoY, reflecting Non-Core run-off and commercial paydowns. Credit quality showed some pressure: net charge-offs rose to 52 basis points from 50, and nonaccrual loans increased to 1.08% of loans from 1.02% (up from 0.79% a year earlier), driven primarily by General Office commercial real estate. The allowance for credit losses ratio edged up to 1.63%, though coverage of nonaccrual loans fell to 151%. Capital and liquidity strengthened. The CET1 ratio rose to 10.7% from 10.6%, and tangible book value per share increased 1.4% QoQ to $30.61. The company reduced FHLB advances to $553 million from $2.0 billion, lowered its period-end loan-to-deposit ratio to 80.4%, and reported a pro forma LCR of 119%. Citizens also declared a quarterly common dividend of $0.42 per share, payable August 14, 2024, to holders of record on July 31, 2024. Management continued to invest in the Private Bank, which grew deposits to $4 billion.

Jul 18, 2024 8-K

Corporate ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Jul 17, 2024)

Citizens Financial Group (CFG) reported second quarter 2024 GAAP net income of $392 million, or $0.78 diluted EPS, versus $334 million and $0.65 in 1Q24 and $478 million and $0.92 in 2Q23. Excluding notable items (integration costs, TOP efficiency program costs, and an FDIC special assessment), underlying net income was $408 million and underlying EPS was $0.82, up 4% sequentially but down 21% year over year. Underlying pre-provision profit rose 2% quarter over quarter to $694 million, driven by a 7% sequential increase in fee income (record Wealth and Card fees, and Capital Markets fees up 14%) and a 1% decline in underlying expenses, which offset a 2% decline in net interest income. Underlying ROTCE improved to 11.1% from 10.6% in 1Q24, though it remains well below the 13.9% reported a year earlier. The quarter's main headwind was net interest margin, which fell 4 basis points to 2.87% on swap costs and higher funding costs. Management expects NII and NIM to rebound in 4Q24 and has targeted a medium-term NIM of 3.25%-3.40%, supported by roll-off of the Non-Core portfolio and receive-fixed swaps. Credit quality showed modest deterioration: net charge-offs rose to 52 basis points, nonaccrual loans rose 4% sequentially to 1.08% of loans (largely General Office CRE), and the allowance coverage ratio edged up to 1.63%. Balance sheet metrics strengthened, with CET1 at 10.7%, a loan-to-deposit ratio of 80.4%, and FHLB advances cut to $553 million. Management reaffirmed full-year guidance and medium-term targets, and declared a $0.42 quarterly dividend, payable August 14, 2024. For the third quarter, management guided to NII down roughly 1-2%, noninterest income up slightly, noninterest expense stable, and net charge-offs down modestly, with a CET1 ratio of about 10.5% and roughly $250-$300 million in share repurchases.

Jul 17, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Bylaw Amendment (Jul 9, 2024)

Citizens Financial Group, Inc. (CFG) has filed a Certificate of Elimination with the State of Delaware, effective July 8, 2024. This action formally removes all provisions related to its 6.350% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, from its Amended and Restated Certificate of Incorporation. Concurrently, all outstanding shares of this Series D Preferred Stock were redeemed on the same date. In conjunction with this elimination, CFG also filed a Restated Certificate of Incorporation on July 8, 2024. This restated document incorporates the elimination of the Series D Preferred Stock and integrates the previously filed Certificate of Designations for its 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H. These corporate actions are administrative in nature, reflecting changes in the company's capital structure and governance documents.

Jul 9, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Regulation FD Disclosure (Jun 28, 2024)

Citizens Financial Group (NYSE: CFG) disclosed on June 28, 2024 that the Federal Reserve has communicated a preliminary Stress Capital Buffer (SCB) of 4.5%, effective October 1, 2024, following the release of DFAST stress test results on June 26, 2024. Under this buffer, the implied regulatory minimum CET1 ratio rises to 9.0%. Management said its second quarter 2024 CET1 ratio is expected to be approximately 160 basis points above that minimum, which it characterized as reaffirming the bank's capital strength. Alongside the capital update, the board increased the capacity of the common share repurchase program to $1.25 billion, an increase of $656 million over the $594 million remaining under the February 2023 authorization as of June 28, 2024. Management said it will continue to operate within a targeted CET1 range of 10.0% to 10.5%, and noted that the Fed's modeled PPNR decline is inconsistent with the company's own stress test, which shows meaningfully better PPNR results. The company also stated it will assess potential changes to capital distributions as conditions warrant, and that repurchase timing and dividend declarations remain subject to board approval and market and regulatory conditions. For investors, the filing is primarily a capital-return signal: a materially larger buyback authorization, paired with a stated CET1 target range that sits above the new 9.0% regulatory minimum. The filing furnishes the press release under Regulation FD (Item 7.01) rather than filing it, and it contains no quantitative earnings or credit results beyond the stress test references.

Jun 28, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Jun 14, 2024)

Citizens Financial Group, Inc. (CFG) announced on June 14, 2024, a series of strategic moves to strengthen executive leadership and ensure continuity. The company has named Don McCree, Vice Chair and Head of Commercial Banking, as Senior Vice Chair, recognizing his significant contributions and leadership in expanding the Commercial Bank since 2015. This appointment underscores the importance of executive stability within the organization. Furthermore, in light of the company's strong performance and the market attractiveness of its key executives, CFG's Board of Directors has approved significant leadership succession awards for Brendan Coughlin (Vice Chair and Head of Consumer Banking) and John Woods (Vice Chair and Chief Financial Officer). These awards, comprising performance stock units (PSUs), restricted stock units (RSUs), and restricted cash, are designed to retain these identified CEO succession candidates over the next several years. The awards structure emphasizes equity, with half of the value in performance-based equity, and includes increased stock ownership requirements for these executives.

Jun 14, 2024 8-K

Shareholder MattersCorporate ChangesOther Events+1

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Jun 12, 2024)

Citizens Financial Group, Inc. (CFG) announced the upcoming resignation of its Corporate Controller and Chief Accounting Officer, Jack Read, effective August 7, 2024. Mr. Read is leaving to pursue a career opportunity outside the banking industry, citing personal reasons. Importantly, the company stated that his departure is not due to any disagreements regarding financial reporting, accounting, operations, or policies, which provides some reassurance regarding the company's financial integrity. In the interim, John F. Woods, Vice Chair and Chief Financial Officer, will assume the responsibilities of Chief Accounting Officer. The company plans to conduct both internal and external searches to find a permanent successor. While executive departures can sometimes raise investor concerns, the clear communication about the reasons for Mr. Read's departure and the immediate interim plan by the CFO should help mitigate immediate uncertainty.

Jun 12, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Rights Modification (May 23, 2024)

Citizens Financial Group, Inc. (CFG) has filed a Form 8-K detailing the issuance of its 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, represented by depositary shares. This issuance involves new terms that place restrictions on the company's ability to pay dividends or repurchase common stock and other junior securities if dividends on the Series H Preferred Stock are not paid. This move signals a strategic capital management decision, potentially to bolster regulatory capital or fund growth initiatives. The filing also includes the Certificate of Designations for the Series H Preferred Stock, establishing its rights and preferences, and the Underwriting Agreement for the public offering of 16,000,000 depositary shares, each representing a 1/40th interest in a share of the Series H Preferred Stock. Investors should note the terms of this preferred stock, particularly its non-cumulative nature and the restrictions it imposes on common stock dividends, as these could impact future shareholder returns.

May 23, 2024 8-K

Other Events

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (May 16, 2024)

Citizens Financial Group, Inc. (CFG) announced on May 16, 2024, the proposed launch of a public offering for a new series of Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H. This offering is still subject to pricing and market conditions, meaning its completion and the specific terms are not yet finalized. The primary stated use of the net proceeds, should the offering successfully price and close, is to redeem all outstanding shares of its 6.350% Series D Non-Cumulative Perpetual Preferred Stock and its corresponding depositary shares. This redemption is planned for the dividend payment date of July 8, 2024. Investors should note that the redemption is contingent upon the successful pricing and closing of the Series H Preferred Stock offering, and there is no guarantee that either will occur.

May 16, 2024 8-K

Regulation FD

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Regulation FD Disclosure (May 8, 2024)

Citizens Financial Group (CFG) furnished an 8-K under Item 7.01 (Regulation FD) on May 8, 2024, attaching a presentation Chairman and CEO Bruce Van Saun delivered at the Barclays Americas Select Franchise Conference. The filing itself contains no new financial results; its substance is the investor deck, which reaffirms a medium-term outlook of roughly 16-18% ROTCE, a net interest margin target of 3.25-3.40%, and a set of strategic initiatives (Private Bank, NYC Metro expansion, private capital coverage, and the TOP 9 efficiency program). The deck emphasizes balance sheet strength: a 10.6% CET1 ratio (8.9% adjusted for AOCI opt-out removal, with both expected to converge to 10.0-10.5% over the medium term), a pro forma LCR of 120%, an ACL coverage ratio of 1.61%, and a deposit base of $176B that is 68% Consumer Banking and about 70% insured or secured. The key earnings context in the appendix is 1Q24 GAAP net income of $334 million ($0.65 diluted EPS), down 35% year over year, with the efficiency ratio at 69.3% and an ROTCE of 8.9%. Management attributes much of the drag to the Private Bank investment (expected to reach breakeven in 2H24) and to the Non-Core portfolio, which is running off at about $1.2B per quarter in 1Q24. Management argues that a significant NII tailwind from the Non-Core runoff and receive-fixed swaps, about 62 bps of NIM uplift by 4Q27 (partly offset by roughly 15-25 bps of asset sensitivity), will drive relative outperformance in 2025-2027. That tailwind is a forward-looking assumption tied to a Fed Funds path of about 5% at YE2024 falling toward 3.50% by YE2027. Credit appears stable by management's account: the commercial book is $72.8B with leveraged loans around 1.7% of total CFG loans, retail is $70.4B and predominantly super-prime/prime, and the general office reserve is 10.6%. Investors should weigh these management assertions against the forward-looking nature of the NIM and ROTCE targets, which are explicitly subject to rate, credit, and regulatory risks. Because the filing is a presentation furnished under Regulation FD, its content is not deemed filed under Section 18 of the Exchange Act.

May 8, 2024 8-K

Leadership ChangesShareholder Matters

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Apr 26, 2024)

This 8-K filing from Citizens Financial Group, Inc. (CFG) details the outcomes of its 2024 Annual Meeting of Shareholders held on April 25, 2024. Key events include the shareholder approval of several important plans, including the Amended and Restated 2014 Non-Employee Directors Compensation Plan and the Amended and Restated 2014 Omnibus Incentive Plan. These approvals are significant for the company's governance and its ability to retain and incentivize key personnel through equity-based compensation. Furthermore, the filing confirms the election of all director nominees for the upcoming year and the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2024. While the election of directors and the ratification of the auditor saw overwhelming support, the advisory vote on executive compensation, though approved, revealed a notable level of dissent among shareholders, which is a point for investors to monitor regarding executive pay practices.

Apr 26, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Apr 25, 2024)

Citizens Financial Group, Inc. (CFG) announced on April 25, 2024, the completion of a $750 million offering of 6.645% Fixed/Floating Rate Senior Notes due 2035. These notes were issued under an indenture, with interest accruing at a fixed rate of 6.645% for the first ten years and transitioning to a floating rate based on SOFR plus a spread thereafter. The offering was conducted under the company's existing shelf registration statement. The net proceeds from this issuance are intended for general corporate purposes. This broad designation includes potential uses such as share repurchases, dividend payments, capital expenditures, debt repayment, and potential acquisitions. Investors should note that specific allocation details for these proceeds have not been identified at this time, indicating flexibility in the company's capital management strategy.

Apr 25, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Apr 18, 2024)

Citizens Financial Group (CFG) reported first quarter 2024 results on April 17, 2024, disclosed in an 8-K filed April 18, 2024. Reported net income was $334 million, or $0.65 diluted EPS, versus $189 million ($0.34) in 4Q23 and $511 million ($1.00) in 1Q23. Excluding notable items (primarily the FDIC special assessment, TOP efficiency-program costs, and integration costs), underlying diluted EPS was $0.79, down 7% from $0.85 in 4Q23 and 28% from $1.10 a year earlier. Underlying ROTCE was 10.6%, versus 11.8% in the prior quarter and 15.8% a year ago. Underlying pre-provision profit was $683 million, down 5% sequentially and 24% year over year. Revenue pressure was the central theme. Net interest income fell 3% quarter over quarter to $1.44 billion, and was down 12% year over year as net interest margin compressed 39 basis points to 2.91% on higher funding costs and liquidity-building. Management characterized NIM as stable sequentially, supported by improved asset yields and Non-Core run-off. Underlying noninterest income rose 3% sequentially to $514 million, led by a $31 million increase in capital markets fees. Underlying noninterest expense was broadly flat at $1.27 billion, with the Private Bank start-up investment continuing to weigh on costs. Balance sheet and capital metrics were a relative bright spot. Period-end loans declined 2% sequentially to $143.2 billion as the company pursued balance sheet optimization and ran off its Non-Core portfolio. Deposits were $176.4 billion, up 2% year over year but down 1% sequentially. Management reduced FHLB advances to $2.0 billion, down 83% year over year, and the CET1 ratio held at 10.6%. Credit quality weakened modestly: the net charge-off ratio rose to 0.50% from 0.46%, and nonaccrual loans rose 8% to $1.47 billion, driven largely by General Office commercial real estate. The board declared a quarterly dividend of $0.42 per share, payable May 15, 2024. Tangible book value per share fell 2% to $30.19, reflecting higher-rate AOCI impacts.

Apr 18, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Apr 17, 2024)

Citizens Financial Group (CFG) reported first quarter 2024 GAAP net income of $334 million, or $0.65 per diluted share, and underlying net income of $395 million, or $0.79 per share (underlying ROTCE 10.6%). Underlying pre-provision profit was $683 million, down 5% sequentially and 24% year over year. Results were pressured by a 3% sequential decline in net interest income to $1.44 billion, driven by a 2% drop in average interest-earning assets, while net interest margin held stable at 2.91%. Underlying noninterest income rose 3% quarter over quarter to $514 million, helped by a 36% jump in capital markets fees, and underlying expenses were broadly flat at $1.27 billion, including $38 million of Private Bank start-up costs. Credit quality showed continued pressure. Net charge-offs rose to 0.50% of average loans from 0.46%, and nonaccrual loans climbed 8% sequentially to $1.47 billion, primarily from the General Office segment of commercial real estate. The allowance for credit losses increased to 1.61% of loans, though coverage of nonaccrual loans fell to 157% from 170%. Balance sheet optimization continued, with period-end loans down 2% and FHLB advances cut to $2.0 billion. Capital remained solid, with a CET1 ratio of 10.6% and a TBV per share of $30.19, down 2% on AOCI losses from higher rates. Management reaffirmed FY2024 guidance and declared a $0.42 quarterly dividend. For investors, the key takeaways are a stable margin and a strong capital and liquidity position, offset by a weaker revenue trajectory, elevated commercial real estate credit costs, and ongoing investment in the Private Bank. Management's medium-term outlook points to NII tailwinds from swap roll-off and Non-Core run-off, with a targeted NIM of 3.25% to 3.40% and ROTCE of roughly 16% to 18%.

Apr 17, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Feb 16, 2024)

Citizens Financial Group (NYSE: CFG) disclosed in this February 16, 2024 Form 8-K that its board appointed Tracy A. Atkinson as a director effective March 1, 2024. Atkinson, a former State Street Corporation executive vice president and chief administrative officer who retired in 2020, will join the Audit Committee and is considered independent under NYSE standards. Her appointment temporarily expands the board to 14 directors. The filing reports no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K and no arrangements under which she was selected. The filing also announces a board leadership transition. Edward J. (Ned) Kelly III, a director since 2019 and current chair of the Compensation and Human Resources Committee, will become lead independent director, subject to his reelection. He succeeds Shivan Subramaniam, who has served on the board since 2005 and is retiring after his term expires at the April 2024 annual shareholder meeting because he has reached the company's mandatory retirement age. Subramaniam chairs the Nominating and Corporate Governance Committee. For investors, this is a governance update rather than a financial disclosure. The filing contains no earnings, guidance, or capital information. It does signal board refreshment, adds audit-committee expertise from a large custody bank, and provides continuity through the designated successor. The press release cites $222.0 billion in total assets as of December 31, 2023.

Feb 16, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jan 23, 2024)

Citizens Financial Group, Inc. (CFG) announced on January 23, 2024, the successful completion of a $1.25 billion offering of Senior Notes due 2030. These notes carry a fixed interest rate of 5.841% for the initial five-year period, transitioning to a floating rate (SOFR plus 2.01%) for the final year until maturity. This offering was conducted under the company's existing shelf registration statement. The net proceeds from this offering are earmarked for general corporate purposes. These purposes are broadly defined and may include activities such as share repurchases, dividend payments, capital expenditures, debt repayment, and potential acquisitions. The company has not specified the exact allocation of these funds across these various potential uses.

Jan 23, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jan 18, 2024)

Citizens Financial Group (CFG) reported fourth quarter 2023 results on January 17, 2024, filed under Item 8.01 with the earnings release (Exhibit 99.1) and financial supplement (Exhibit 99.2). Reported diluted EPS fell to $0.34 from $0.85 in 3Q23 and $1.25 in 4Q22, driven by a $345 million pre-tax notable-item charge that includes a $225 million industry-wide FDIC special assessment. Excluding notable items, Underlying EPS was $0.85, down 4% sequentially and 36% year over year, with Underlying ROTCE of 11.8%. Full-year 2023 Underlying diluted EPS was $3.88 versus $4.84 in 2022, and reported diluted EPS was $3.13. Core profitability pressure was visible across the income statement. Net interest income fell 2% sequentially to $1.49 billion as net interest margin compressed 12 basis points to 2.91%, reflecting a deliberate build in liquidity and higher funding costs. Total deposit costs rose 16 basis points. Period-end loans declined 3% sequentially, partly from balance sheet optimization and the planned run-off of the Non-Core portfolio. Credit costs are normalizing: net charge-offs rose to 0.46% of average loans, nonaccrual loans reached 0.93% of loans (up from 0.60% a year earlier), and the allowance covered 170% of nonaccrual loans, down from 237%. Provision for credit losses was $171 million. Offsetting these pressures, capital and balance sheet metrics improved. The CET1 ratio rose to 10.6% (preliminary), the tangible common equity ratio reached 6.7%, the loan-to-deposit ratio improved to 82%, and tangible book value per share increased 11% to $30.91, largely from lower AOCI losses. The company declared a $0.42 quarterly dividend but made no share repurchases in the quarter, citing the pause to absorb the FDIC assessment. Underlying noninterest expense was $1.27 billion, and the company reduced headcount by roughly 650, or 3.5%, while exiting the Wholesale Mortgage and Auto businesses.

Jan 18, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Jan 17, 2024)

Citizens Financial Group (CFG) reported weak reported fourth-quarter 2023 results, driven largely by notable items, while underlying performance was more stable. Reported net income was $189 million, or $0.34 per diluted share, versus $653 million a year earlier. Excluding $345 million of pre-tax notable items (chiefly a $225 million FDIC special assessment and $115 million of TOP and other items), underlying net income was $426 million and underlying EPS was $0.85, down 36% year over year but roughly flat with the prior quarter's $0.89. Underlying pre-provision profit was $721 million, and the underlying efficiency ratio was 63.8%. Full-year 2023 reported EPS was $3.13 and underlying EPS was $3.88, down from $4.84 in 2022. Balance sheet and capital metrics improved. The CET1 ratio rose to 10.6% from 10.4% in the prior quarter, period-end loan-to-deposit ratio fell to 82%, and FHLB advances were cut by $3.3 billion to $3.8 billion. Tangible book value per share rose 11% to $30.91, largely from AOCI recovery. Management paused share repurchases in Q4 to offset the FDIC assessment but expects to resume in 1Q24, with about $300 million planned. The quarterly dividend was maintained at $0.42 per share. The main investor debate is the earnings trajectory. Net interest margin fell to 2.91% amid higher funding costs and liquidity build, and credit costs are edging up, with nonaccrual loans at 0.93% of loans and net charge-offs at 46 bps. Management guides to NII down 6-9% in 2024, with PPNR troughing in 2Q24 and positive operating leverage returning in 2H24. It also expects swap and Non-Core runoff to add meaningful NII in 2025-2027, supporting a medium-term ROTCE target of about 16-18%. The Private Bank is expected to reach breakeven in 2H24.

Jan 17, 2024 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Regulation FD Disclosure (Dec 5, 2023)

Citizens Financial Group (CFG) filed this 8-K under Regulation FD to furnish the investor presentation Chairman and CEO Bruce Van Saun delivered at the Goldman Sachs U.S. Financial Services Conference on December 5, 2023. No new financial results were reported; the filing supplies management's updated view of the franchise using 3Q23 data. The presentation frames 3Q23 performance as reflecting solid Legacy Core results, investment in the new Private Bank, and drag from the Non-Core portfolio. Underlying total net income available to common stockholders was $418 million, or $0.89 of diluted EPS, after excluding the Non-Core segment's $67 million pre-tax-adjusted drag and Private Bank losses. Management emphasized balance sheet strength, citing a 10.4% CET1 ratio at 3Q23 (8.3% when adjusted for removal of the AOCI opt-out, which management says is second-highest in its peer group on that basis). It also highlighted deposit franchise quality (67% Consumer Banking deposits, 70% insured or secured), credit metrics broadly in line with regional peers, and a Non-Core runoff targeting roughly $9 billion by year-end 2025. Management expects the Private Bank to reach breakeven in 2H24 and about 5% EPS accretion in 2025, and cited a projected NIM tailwind of roughly 60 bps from Non-Core and swaps between 4Q23 and 4Q27. For investors, the key message is a two-stage thesis: near-term stabilization followed by earnings growth in 2025 through 2027, contingent on runoff of high-cost funding, realization of TOP 8 cost savings (~$115 million run-rate by year-end 2023), and the swap and Non-Core tailwinds. The presentation is forward-looking and management-prepared, and the company notes that its non-GAAP 'Underlying' measures exclude certain items. Investors should weigh these projections against the risk factors cited, including interest rate sensitivity, deposit cost pressure, and credit conditions.

Dec 5, 2023 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Oct 18, 2023)

Citizens Financial Group (CFG) reported third quarter 2023 results on October 18, 2023, with reported net income of $430 million and diluted EPS of $0.85, versus $478 million and $0.92 in the prior quarter and $636 million and $1.23 a year earlier. On an Underlying basis, which excludes notable items such as integration costs and TOP program expenses, EPS was $0.89 and ROTCE was 12.5%. The quarter was characterized by lower net interest income (down 4% QoQ to $1.52 billion), a net interest margin compression of 14 bps to 3.03%, and softer fee income (down 3% QoQ) as capital markets deals slipped into the fourth quarter. Underlying noninterest expense rose 3% QoQ, mainly from the Private Bank start-up investment, which contributed roughly $0.05 of EPS drag, while the Non-Core portfolio contributed a $0.14 drag. Credit quality showed gradual normalization. Net charge-offs were steady at 40 bps, the provision was $172 million, and the allowance ratio rose 3 bps to 1.55%. Nonaccrual loans rose 9% QoQ to 0.87% of loans, driven by General Office commercial real estate. Balance sheet management remained a focus: period-end loans declined 1% as the company ran off the Non-Core portfolio, the loan-to-deposit ratio improved to 84%, and the CET1 ratio rose to 10.4%, above the target range. The company repurchased $250 million of common stock and declared a $0.42 quarterly dividend. Tangible book value per share fell 3% to $27.73, reflecting AOCI pressure from higher rates. For investors, the key tension is between a strong capital and liquidity position and near-term earnings pressure from funding costs and Private Bank investment. Management guided to 4Q23 net interest income down about 2%, noninterest income up 3-4%, broadly stable underlying expenses, and CET1 near 10.5%. It also expects the Private Bank to reach breakeven in 2H24 and the Non-Core runoff to continue toward roughly $9 billion by year-end 2025.

Oct 18, 2023 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Regulation FD Disclosure (Sep 11, 2023)

Citizens Financial Group (CFG) filed this 8-K under Item 7.01 (Regulation FD) to furnish the investor presentation used by Vice Chairman and CFO John Woods and Vice Chairman and Head of Consumer Banking Brendan Coughlin at the Barclays Global Financial Services Conference on September 11, 2023. The filing contains no new financial results; it is a presentation-level disclosure. Under the Exchange Act, the furnished information is not deemed 'filed,' so it carries no Section 18 liability. The material is nonetheless a useful snapshot of management's current strategy and balance sheet positioning. Management highlighted a strong 2Q23 capital and liquidity position, with a CET1 ratio of 10.3% (among the highest in its peer group) and 8.5% when adjusted for the removal of the AOCI opt-out, which is also near the top of peers. Total deposits were $178 billion, with roughly 67% from consumers and about 70% insured or secured. Management expects Basel III Endgame to raise RWA by about 4% on a fully phased-in basis, and estimates it would need roughly $4.3 billion of incremental eligible long-term debt to reach 6% of RWA, with an EPS impact of $0.04-$0.08 per share annualized. The company also reaffirmed its target of mid-teens ROTCE for 2023. Strategically, CFG is running a Non-Core/balance sheet optimization program targeting about $9.2 billion of loan runoff by YE2025 (from a $13.7 billion Non-Core portfolio), placing indirect auto into Non-Core as it exits that business. It is also investing in Citizens Private Bank (launched 2023, with break-even targeted for mid-2024), entering New York Metro via the HSBC branch acquisition, and raising the TOP 8 cost program target to about $115 million pre-tax run-rate by YE2023. Management flagged credit reserve coverage on CRE General Office of 8.0%, up from 6.7%, while noting that about 98.5% of that portfolio is current on payments.

Sep 11, 2023 8-K

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Financial Results (Jul 19, 2023)

Citizens Financial Group (CFG) reported second quarter 2023 GAAP net income of $478 million, or $0.92 diluted EPS, down from $511 million and $1.00 in the first quarter. Excluding $73 million of pre-tax notable items (integration costs and TOP-related actions), underlying net income was $531 million and underlying diluted EPS was $1.04, versus $1.10 in 1Q23 and $1.14 in 2Q22. Underlying ROTCE was 13.9%, and the underlying efficiency ratio was 58.9%. Net interest income fell 3% quarter over quarter to $1.6 billion as net interest margin compressed 13 basis points to 3.17%, reflecting higher funding costs. Noninterest income rose 4% to $506 million, and underlying pre-provision profit declined 4% to $861 million. Provision for credit losses rose to $176 million, and net charge-offs increased to 0.40% of average loans from 0.34%. Nonaccrual loans rose 20% to $1.2 billion, and the allowance for credit losses increased to 1.52% of loans. Balance sheet actions were the main theme of the quarter. Period-end deposits grew $5.5 billion (3%) to $177.7 billion, and the period-end loan-to-deposit ratio improved to 85.2% from 89.8%. Management reduced FHLB advances by roughly $6.8 billion to $5.0 billion and grew available liquidity 19% to about $79 billion. The CET1 ratio rose to 10.3% from 10.0%, above the 9.5%-10% target range, and the company repurchased $256 million of common stock. Tangible book value per share fell 2% to $28.72, driven by AOCI losses from higher rates. The board declared a quarterly common dividend of $0.42 per share, payable August 16, 2023. Management also outlined strategic changes, including a planned Non-Core run-off portfolio of about $13.7 billion (mainly indirect auto and purchased consumer loans) targeted to decline by about $9.2 billion by year-end 2025, and the build-out of Citizens Private Bank, which management expects to weigh on 2023 EPS by roughly $0.08 to $0.10 before turning accretive in 2024. For 3Q23, management guided underlying NII down about 4%, noninterest income up about 3%, and underlying noninterest expense broadly stable, with the CET1 ratio expected to rise modestly.

Jul 19, 2023 8-K