[SCHEDULE 13G/A] CITIZENS FINANCIAL GROUP INC/RI Amended Passive Investment Disclosure

Rhea-AI Filing Summary

Citizens Financial Group reports that Capital World Investors holds 28,256,691 shares of Common Stock, representing 6.6% of outstanding shares. The filing states the issuer's outstanding shares are 424,993,893, and CWI reports 27,389,471 sole voting power and 28,256,691 sole dispositive power. The filing is signed by a Capital Research and Management Company officer on 05/13/2026.

Insights

Institutional Ownership Analyst

Large passive stake disclosed: 28.3M shares (6.6%).

Capital World Investors reports beneficial ownership of 28,256,691 shares, equal to 6.6% of the company's 424,993,893 shares believed outstanding. The filing characterizes CWI as the beneficial owner through multiple investment management entities under the "Capital World Investors" name.

Future trading or disclosures by CWI may change this percentage; subsequent amendments will show any material movement.

Corporate Governance Specialist

Voting and dispositive powers largely held sole by CWI.

The filing lists 27,389,471 shares with sole voting power and 28,256,691 shares with sole dispositive power. That split shows the reporting entity exercises direct control over voting directions for most shares it beneficially owns.

Disclosure is routine for institutional holders and informs board, governance, and investor relations about ownership concentration.

Key Figures

Beneficial ownership: 28,256,691 shares Percent of class: 6.6% Shares outstanding: 424,993,893 shares +2 more

5 metrics

Beneficial ownership 28,256,691 shares reported beneficially owned

Percent of class 6.6% of 424,993,893 shares believed outstanding

Shares outstanding 424,993,893 shares believed to be outstanding

Sole voting power 27,389,471 shares shares with sole power to vote

Sole dispositive power 28,256,691 shares shares with sole power to dispose

Key Terms

Schedule 13G/A, beneficially owned, sole dispositive power

3 terms

Schedule 13G/A regulatory

"Capital World Investors files an Amendment No. 1 to Schedule 13G/A"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially owned financial

"CWI is deemed to be the beneficial owner of 28,256,691 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power financial

"Sole power to dispose or to direct the disposition of: 28,256,691"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

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

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Accepted by SEC EDGAR 05/14/2026 - 01:55 PM Learn about SEC filing dates

FAQ

What stake does Capital World Investors report in CFG?

Capital World Investors reports beneficial ownership of 28,256,691 shares, representing 6.6% of 424,993,893 shares believed outstanding. The ownership is reported under the name "Capital World Investors" across its investment management entities.

How many CFG shares does CWI have voting power over?

CWI reports sole voting power over 27,389,471 shares. The filing lists 0 shared voting power and indicates sole dispositive power over 28,256,691 shares in the filing's ownership table.

When was the Schedule 13G/A signed for this CFG disclosure?

The Schedule 13G/A is signed by Jae Won Chung, Senior Vice President and Associate General Counsel of Capital Research and Management Company, on 05/13/2026, as shown in the signature block of the filing.

Does this filing indicate whether CWI is an active or passive investor in CFG?

The filing identifies the report as a Schedule 13G/A from Capital World Investors and lists beneficial ownership totals; it does not include language in this excerpt that explicitly states whether the holdings are passive or active.

How does this filing affect CFG's ownership disclosure?

This amendment discloses that an institutional investor holds 6.6% of CFG's common stock with specified voting and dispositive powers. It updates public records on major shareholders but does not itself change company capital structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Citizens Financial Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

174610105

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 174610105

1

Names of Reporting Persons

Capital World Investors

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 27,389,471.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 28,256,691.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

28,256,691.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.6 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Citizens Financial Group, Inc.
(b)	Address of issuer's principal executive offices: 1 Citizens Plaza, Providence, RI 2903
Item 2.
(a)	Name of person filing: Capital World Investors
(b)	Address or principal business office or, if none, residence: 333 SOUTH HOPE STREET, 55TH FLOOR, LOS ANGELES, CALIFORNIA 90071
(c)	Citizenship: N/A
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 174610105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 28,256,691 ** **Capital World Investors ("CWI") is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the "investment management entities"). CWI's divisions of each of the investment management entities collectively provide investment management services under the name "Capital World Investors." CWI is deemed to be the beneficial owner of 28,256,691 shares or 6.6% of the 424,993,893 shares believed to be outstanding.
(b)	Percent of class: 6.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 27,389,471
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 28,256,691
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Capital World Investors

Signature:	Jae Won Chung
Name/Title:	Senior Vice President and Associate General Counsel, Capital Research and Management Company
Date:	05/13/2026