Citizens Financial selects PwC pending acceptance

PwC's planned 2027 engagement is subject to its standard client acceptance process and follows Deloitte's completion of the 2026 audit.

Available on EDGAR 10/30/2026 - 04:31 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:30 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Citizens Financial Group, Inc. (CFG) approved a change in its independent registered public accounting firm, selecting PricewaterhouseCoopers LLP (PwC) and dismissing Deloitte & Touche LLP (Deloitte). Deloitte’s dismissal takes effect after it completes the audits of the company’s financial statements for the fiscal year ended December 31, 2026, and internal control over financial reporting as of that date. PwC’s engagement for the fiscal year ending December 31, 2027, is subject to its standard client acceptance process and takes effect immediately following completion of Deloitte’s audit.

Deloitte’s audit reports for the fiscal years ended December 31, 2024 and 2025 contained no adverse or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Citizens reported no disagreements or reportable events with Deloitte during those years or the subsequent interim period through October 28, 2026. It also reported no consultations with PwC on the specified accounting, auditing, or financial-reporting matters during that period.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Deloitte audit period: Fiscal year ended December 31, 2024 Deloitte audit period: Fiscal year ended December 31, 2025 Deloitte audit completion: Fiscal year ended December 31, 2026 +1 more

4 metrics

Deloitte audit period Fiscal year ended December 31, 2024 Audit report referenced in the auditor-change disclosure

Deloitte audit period Fiscal year ended December 31, 2025 Audit report referenced in the auditor-change disclosure

Deloitte audit completion Fiscal year ended December 31, 2026 Deloitte’s audit completion precedes PwC’s engagement

PwC engagement period Fiscal year ending December 31, 2027 Engagement is subject to PwC’s standard client acceptance process

Key Terms

reportable events, internal control over financial reporting, client acceptance process

3 terms

reportable events regulatory

"no disagreements or reportable events"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

internal control over financial reporting financial

"internal control over financial reporting as of December 31, 2026"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

client acceptance process financial

"subject to completion of PwC’s standard client acceptance process"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who will audit CFG for fiscal year 2027?

PricewaterhouseCoopers LLP (PwC) is engaged as Citizens Financial Group’s independent registered public accounting firm for the fiscal year ending December 31, 2027, subject to completion of PwC’s standard client acceptance process. Its engagement takes effect immediately after Deloitte completes the audit for the fiscal year ended December 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CITIZENS FINANCIAL GROUP INC/RI Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-CumulativePerpetual Preferred Stock, Series E false 0000759944 0000759944 2026-10-28 2026-10-28 0000759944 us-gaap:CommonStockMember 2026-10-28 2026-10-28 0000759944 us-gaap:SeriesEPreferredStockMember 2026-10-28 2026-10-28 0000759944 us-gaap:SeriesHPreferredStockMember 2026-10-28 2026-10-28 0000759944 cfg:SeriesIPreferredStockMember 2026-10-28 2026-10-28

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 28, 2026

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36636		05-0412693
(State or other jurisdiction of incorporation )		(Commission File No.)		(IRS Employer Identification No.)

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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On October 28, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Citizens Financial Group, Inc. (the “Company”) approved the decision to change the Company’s independent registered public accounting firm to PricewaterhouseCoopers LLP (“PwC”) and dismiss Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm. The dismissal will be effective upon the completion of Deloitte’s audits of the Company’s consolidated financial statements for the fiscal year ended December 31, 2026 and the Company’s internal control over financial reporting as of December 31, 2026.

The audit report of Deloitte on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through October 28, 2026, there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in their reports on the financial statements for such periods, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided Deloitte with a copy of the foregoing disclosures and has requested that Deloitte furnish the Company with a letter addressed to the Securities and Exchange Committee stating whether Deloitte agrees with the statements made by the Company set forth above. A copy of Deloitte’s letter, dated October 30, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On October 28, 2026, the Audit Committee approved the engagement of PwC as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2027, subject to completion of PwC’s standard client acceptance process, to be effective immediately following the completion by Deloitte of the audit for the fiscal year ended December 31, 2026, as described above.

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through October 28, 2026 neither the Company, nor any party on behalf of the Company, consulted with PwC with respect to either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by PwC that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

		Exhibit Number		Description
(d)		Exhibit 16.1		Letter of Deloitte & Touche LLP
		Exhibit 104		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/ Aunoy Banerjee
		Aunoy Banerjee
		Executive Vice President and Chief Financial Officer

Date: October 30, 2026

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-16.1 EX-16.1 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.7 KB