Citizens Financial Group, Inc.'s SEC filings document results, governance and capital structure for a bank holding company with Consumer Banking and Commercial Banking segments. Its Form 8-K reports furnish quarterly and annual earnings releases, financial supplements and investor presentations, while Regulation FD disclosures cover materials used in earnings calls and other investor communications.
Citizens’ proxy and annual meeting filings cover director elections, advisory executive compensation votes, auditor ratification and shareholder voting matters. Capital-structure filings disclose common stock listed under CFG, depositary shares representing preferred stock series listed on the NYSE and debt financing activity, including registered offerings of subordinated notes under shelf registration statements.
Swimmer Theodore C reported acquisition or exercise transactions in this Form 4 filing.
Citizens Financial Group executive Theodore C. Swimmer, Head of Commercial Banking, received a grant of 17,259 shares of common stock on February 11, 2026 under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.
Following this award, he directly owns 107,631 shares of Citizens Financial Group common stock.
MCCREE DONALD H III reported acquisition or exercise transactions in this Form 4 filing.
Citizens Financial Group executive Donald H. McCree III, Chair of the Commercial Bank, received an award of 34,951 shares of common stock on February 11, 2026. The shares were granted at a price of $0 per share under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. Following this equity award, McCree directly beneficially owns 229,871 shares of Citizens Financial Group common stock.
Coughlin Brendan reported acquisition or exercise transactions in a Form 4 filing for CFG. The filing lists transactions totaling 24,379 shares. Following the reported transactions, holdings were 281,088 shares.
VAN SAUN BRUCE reported acquisition or exercise transactions in a Form 4 filing for CFG. The filing lists transactions totaling 89,433 shares. Following the reported transactions, holdings were 1,297,531 shares.
Citizens Financial Group provides an annual overview of its banking operations, strategy, and risks. The company reports total assets of $226.4 billion, deposits of $183.3 billion, and stockholders’ equity of $26.3 billion as of December 31, 2025.
Citizens operates more than 1,000 branches across 14 states and the District of Columbia, serving retail and commercial clients through Consumer and Commercial Banking segments and a growing Private Bank. Client assets total $61.9 billion, including $35.9 billion of assets under management and $26.0 billion of transactional assets.
The report details a strategy focused on high‑quality deposits, growth markets, advisory‑led solutions, balance sheet optimization, and investment in people and communities. Extensive sections describe regulatory capital, liquidity, stress testing, resolution planning, cybersecurity, climate‑related rules, and wide‑ranging risk factors that could affect credit quality, funding costs, interest margins, and execution of the business plan.
Citizens Financial Group Inc. is the issuer of common stock covered by this notice of proposed sale under Rule 144. A holder plans to sell 27,600 common shares through Fidelity Brokerage Services LLC on the NYSE, with an aggregate market value of 1,794,000.00, at a time when 429,500,000 shares are outstanding.
The shares to be sold were acquired on 04/06/2022 in a merger or acquisition transaction with Citizens Financial Group, with 27,600 shares received on that date. During the past three months, Citizens Bank NA sold 30,668 Citizens Financial Group shares for gross proceeds of 1,708,463.00, as disclosed in the filing.
Citizens Financial Group, Inc. filed a quarterly Form 13F combination report detailing its equity investment positions. The report covers 1,018 individual holdings with an aggregate reported value of $7,459,443,135, showing the scale of securities managed for clients.
This is a combination report, meaning some holdings are reported here and others by additional managers. Two affiliated managers, Citizens Bank, National Association, and Clarfeld Financial Advisors, LLC, are listed as other reporting managers, indicating a multi-entity structure for managing and reporting these investments.
Citizens Financial Group, Inc. completed an Offering of $400 million aggregate principal amount of 5.299% Fixed-Reset Subordinated Notes due 2036. These Notes were sold under an existing Form S-3 Registration Statement using a Prospectus, Prospectus Supplement and a free writing prospectus.
The Notes pay interest semi-annually at 5.299% per annum from issuance to, but excluding, January 29, 2031, then reset to the Five-Year U.S. Treasury Rate plus 1.450% until maturity. Citizens intends to use the net proceeds for general corporate purposes, which may include share repurchases, dividends, debt repayment or reduction, subsidiary funding, capital expenditures, working capital and acquisitions.
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.