[8-K] CITIZENS FINANCIAL GROUP INC/RI Reports Material Event

Rhea-AI Filing Summary

Citizens Financial Group (CFG) furnished materials for its third quarter 2025 results. The company posted a press release and financial supplement, and shared an investor presentation in connection with its earnings call. These items were provided as Exhibits 99.1, 99.2, and 99.3.

The information was furnished under Items 2.02 and 7.01 and is not deemed filed under the Exchange Act, nor incorporated by reference under the Securities Act.

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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 15, 2025

 (Exact name of the registrant as specified in its charter)

Delaware						001-36636			05-0412693
(State or Other Jurisdiction of Incorporation)						(Commission File Number)			(I.R.S. Employer Identification Number)
One Citizens Plaza
Providence,			RI						02903
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value per share			CFG			New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E			CFG PrE			New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H			CFG PrH			New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I			CFG PrI			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02   Results of Operations and Financial Condition.

On October 15, 2025, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its third quarter 2025 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

			Exhibit Number						Description
(d)			Exhibit 99.1						Citizens Financial Group, Inc. press release dated October 15, 2025
			Exhibit 99.2						Citizens Financial Group, Inc. earnings release presentation issued October 15, 2025
			Exhibit 99.3						Citizens Financial Group, Inc. financial supplement for third quarter 2025
			Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CITIZENS FINANCIAL GROUP, INC.
By:						/s/ Christopher R. Emerson
						Christopher R. Emerson
						Executive Vice President and Interim Chief
						Financial Officer

Date:  October 15, 2025

FAQ

What did CFG announce in its Form 8-K?

CFG furnished its third quarter 2025 earnings materials, including a press release, investor presentation, and financial supplement.

Which exhibits did CFG include with the 8-K?

Exhibit 99.1 is the press release, 99.2 is the earnings presentation, and 99.3 is the financial supplement; Exhibit 104 is the cover page iXBRL file.

Under which items were the materials furnished?

The materials were furnished under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).

Are the earnings materials considered filed or furnished?

They are furnished and not deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference under the Securities Act.

Where can investors access CFG’s Q3 2025 materials?

CFG posted the press release, financial supplement, and investor presentation on its website.

What securities does CFG list on the NYSE?

CFG lists common stock (CFG) and depositary shares for preferred Series E (CFG PrE), Series H (CFG PrH), and Series I (CFG PrI).