Welcome to our dedicated page for Citizens Finl Group SEC filings (Ticker: CFG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Citizens Financial Group, Inc. (NYSE: CFG) SEC filings page provides access to the company’s regulatory disclosures as a large U.S. commercial bank and bank holding company. Citizens files a range of documents with the U.S. Securities and Exchange Commission that describe its financial condition, capital structure, governance and material corporate events.
Through this page, users can review current reports on Form 8-K in which Citizens announces items such as quarterly and annual earnings releases, preferred stock offerings, changes to its Restated Certificate of Incorporation, redemptions of preferred stock series, and executive leadership appointments. Recent 8-K filings also confirm the listing of CFG common stock and depositary shares for several preferred stock series on the New York Stock Exchange.
Investors can also locate annual reports on Form 10-K and quarterly reports on Form 10-Q, which provide detailed information on Citizens’ Consumer Banking and Commercial Banking segments, Non-Core and Other activities, and the risk factors and accounting policies relevant to its operations. These periodic reports explain how the company’s retail and commercial banking products and services are reflected in its financial statements.
The filings page is also a resource for capital and securities documentation, including Certificates of Designations for preferred stock, Deposit Agreements for depositary shares, and underwriting agreements for public offerings. These documents outline the rights and preferences of securities such as the 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E, the 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, and the 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I.
Stock Titan enhances these filings with AI-powered summaries that highlight key terms, structural changes and notable disclosures, helping users interpret lengthy documents more efficiently. Real-time updates from EDGAR, combined with AI explanations of complex provisions, allow investors to track Citizens’ regulatory reporting, capital actions and governance developments in one place.
Citizens Financial Group, Inc. is offering $400,000,000 aggregate principal amount of 5.299% fixed-reset subordinated notes due January 29, 2036. The notes pay a fixed 5.299% annual interest rate until January 29, 2031, then reset to the Five-Year U.S. Treasury Rate plus 1.450%, with interest paid semi-annually each January 29 and July 29 starting July 29, 2026.
The notes are unsecured, subordinated obligations of Citizens, ranking below $6.3 billion of senior debt and pari passu with $1.6 billion of similar subordinated debt as of September 30, 2025, and are structurally subordinated to approximately $194.6 billion of liabilities at Citizens Bank, N.A. Citizens may redeem the notes at par on the reset date, on or after October 30, 2035, or after a regulatory capital treatment event, subject to Federal Reserve approval.
The offering price is 100% of principal, with a 0.450% underwriting discount, providing $398,200,000 in proceeds before expenses and approximately $397 million net. Citizens expects to use the proceeds for general corporate purposes, including potential share repurchases, dividends, debt repayment, subsidiary funding and acquisitions. The notes will not be listed on an exchange, are not bank deposits, and are not insured by the FDIC or any government agency, and they carry specific risks related to subordination, limited events of default, potential interest rate reset lower than 5.299%, and the absence of a guaranteed trading market.
Citizens Financial Group, Inc. (CFG) filed a Form 8-K to note that it announced its fourth quarter and full year 2025 earnings on January 21, 2026. The filing itself does not include detailed financial results but instead attaches the company’s earnings release and a separate financial supplement as exhibits.
The earnings press release is provided as Exhibit 99.1, and the financial supplement with additional data is provided as Exhibit 99.2. Together, these documents are intended to give investors a comprehensive view of Citizens’ performance for the final quarter of 2025 and the full year.
Citizens Financial Group, Inc. plans to issue fixed-reset subordinated notes due 2036. These unsecured notes pay a fixed interest rate from issuance until a reset date in 2031, then reset every five years to the Five-Year U.S. Treasury Rate plus a spread, with interest paid semi-annually. The notes are subordinated to Citizens’ senior debt and structurally subordinated to the liabilities of its subsidiaries, including substantial deposits and other obligations at Citizens Bank, N.A. Citizens may redeem the notes at par on the reset date, on or after a date in 2035, or after a Regulatory Capital Treatment Event, subject to Federal Reserve approval. Net proceeds are expected to be used for general corporate purposes, including capital management, debt repayment and investments in subsidiaries.
Citizens Financial Group, Inc. furnished materials related to its fourth quarter and full year 2025 earnings. The company issued a press release announcing its results and posted both the release and a detailed financial supplement on its website, which are included as Exhibits 99.1 and 99.3. It also provided an investor presentation for its earnings conference call as Exhibit 99.2. These materials are supplied for information purposes only and are designated as furnished, not filed, under the securities laws.
Citizens Financial Group, Inc. (CFG) reported updated insider holdings for its Chief Financial Officer. The amended filing shows the CFO beneficially owns 67,439 shares of Citizens Financial Group common stock in direct form. This amendment was filed to add 15 shares that were inadvertently left out of the original report dated October 24, 2025, ensuring the total disclosed ownership accurately reflects the officer’s current direct holdings.
Citizens Financial Group Chairman and CEO, who also serves as a director, reported charitable stock donations under a Form 4 filing. On 12/9/2025, the reporting person donated 3,420 shares of directly owned common stock at a reported price of $55.94 per share to a 501(c)(3) organization. On 12/11/2025, an additional 4,580 directly owned shares were donated at a reported price of $58.35 per share to a charitable gift fund.
After these two gifts totaling 8,000 shares, the reporting person beneficially owned 1,208,098 shares of Citizens Financial Group common stock directly.
A shareholder of CFG has filed a Form 144 notice to sell up to 30,668 shares of common stock through Fidelity Brokerage Services LLC on the NYSE.
The shares have an indicated aggregate market value of $1,716,794.64, compared with 429,500,000 shares of common stock stated as outstanding. The planned sale date listed in the notice is 12/05/2025.
The securities to be sold were originally acquired as common stock on 04/06/2022 in a merger/acquisition transaction from the issuer, with the full 30,668 shares acquired and paid for on that same date.
Citizens Financial Group (CFG)
Citizens Financial Group (CFG) reported a routine insider update. A company director acquired 162.496 restricted stock units at $0 on 11/12/2025. The filing states these units were credited following the issuer’s dividend payment under the Amended & Restated 2014 Non-Employee Directors Compensation Plan. After this transaction, the director beneficially owns 63,419.262 shares, held directly.
Citizens Financial Group (CFG) filed a Form 4 for a company director reporting an automatic credit of restricted stock units tied to a dividend. On 11/12/2025, the director reported an acquisition (Code A) of 347.108 shares of Common Stock at a price of $0, reflecting dividend-equivalent RSUs under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.
Following this transaction, the director’s beneficial ownership stands at 54,578.523 shares, held directly. The filing notes the RSU credit was recorded after the issuer’s dividend payment.
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