Vanguard holds 31.2M CFG shares (7.34%)

Vanguard Capital Management reports beneficial ownership of 31,212,801 shares of Citizens Financial Group common stock, representing 7.34% of the class as of 03/31/2026.

Accepted by SEC EDGAR 04/29/2026 - 05:47 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Vanguard Capital Management reports beneficial ownership of 31,212,801 shares of Citizens Financial Group common stock, representing 7.34% of the class as of 03/31/2026. The filing shows sole dispositive power over 31,212,801 shares and sole voting power for 4,347,962 shares. The Schedule 13G was signed on 04/29/2026.

Key Figures

Beneficial ownership: 31,212,801 shares Percent of class: 7.34% Sole voting power: 4,347,962 shares +2 more

5 metrics

Beneficial ownership 31,212,801 shares Amount beneficially owned as of 03/31/2026

Percent of class 7.34% Percent of common stock class as reported in Item 4

Sole voting power 4,347,962 shares Shares with sole power to vote listed in Item 4

Sole dispositive power 31,212,801 shares Shares with sole power to dispose listed in Item 4

Reporting form Schedule 13G Form type for passive institutional investor disclosure

Key Terms

Schedule 13G, beneficially owned, dispositive power, sole voting power, +1 more

5 terms

Schedule 13G regulatory

"Item 1. | (a) | Name of issuer: Citizens Financial Group Inc"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 31212801"

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.

dispositive power financial

"Item 4. | (iii) Sole power to dispose or to direct the disposition of: 31212801"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

sole voting power financial

"Item 4. | (i) Sole power to vote or to direct the vote: 4347962"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

SEC Release No. 34-39538 regulatory

"In accordance with SEC Release No. 34-39538 (January 12, 1998)"

FAQ

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

How many Citizens Financial Group (CFG) shares does Vanguard Capital Management own?

Vanguard reports beneficial ownership of 31,212,801 shares of CFG common stock, representing 7.34% of the class as of 03/31/2026. This figure is shown in Item 4 of the Schedule 13G.

What voting and dispositive powers does Vanguard report on the Schedule 13G for CFG?

The filing lists sole voting power for 4,347,962 shares and sole dispositive power for 31,212,801 shares. No shared voting or dispositive power is reported in this Schedule 13G.

Does the Schedule 13G identify other persons with more than 5% ownership of CFG?

The filing states that no other single person's interest in these securities exceeds 5%. It also notes ownership on behalf of Vanguard-managed funds and accounts per SEC Release No. 34-39538.

What date does Vanguard use for the ownership amount reported for CFG?

The ownership amount is reported as of 03/31/2026. The Schedule 13G bears a signature date of 04/29/2026, which attests to the filing's accuracy.

Who signed the Schedule 13G for Vanguard Capital Management regarding CFG?

Ashley Grim, identified as Head of Global Fund Administration, signed the Schedule 13G on 04/29/2026 for Vanguard Capital Management concerning the CFG holdings.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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

Vanguard Capital Management

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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,347,962.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 31,212,801.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

31,212,801.00

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)

7.34 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

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, 02903
Item 2.
(a)	Name of person filing: Vanguard Capital Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 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: 31212801
(b)	Percent of class: 7.34 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4347962
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 31212801
	(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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Vanguard Capital Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
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.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/29/2026