State Street (CFG holder) discloses 5% Citizens Financial stake in 13G filing

Rhea-AI Filing Summary

State Street Corporation reported beneficial ownership of common stock of Citizens Financial Group, Inc., filing a Schedule 13G as of June 30, 2026. The filing states beneficial ownership of 21,263,407.00 shares of Citizens common stock, representing 5% of the class.

State Street reports 0 shares with sole voting or dispositive power and 3,533,638 shares with shared voting power, while having 21,241,311 shares with shared dispositive power. The position is held through multiple investment adviser subsidiaries, including various State Street Global Advisors entities in the U.S., Europe, Asia, Australia, Singapore, Japan, and Saudi Arabia.

Key Figures

Beneficial ownership: 21263407.00 shares Percent of class: 5 % Shared voting power: 3,533,638.00 shares +3 more

6 metrics

Beneficial ownership 21263407.00 shares Citizens Financial Group common stock beneficially owned as of 06/30/2026

Percent of class 5 % Reported percentage of Citizens Financial Group common stock class

Shared voting power 3,533,638.00 shares Shares for which State Street reports shared voting power

Shared dispositive power 21,241,311.00 shares Shares for which State Street reports shared dispositive power

Sole voting power 0.00 shares Shares with sole voting power reported by State Street

Sole dispositive power 0.00 shares Shares with sole dispositive power reported by State Street

Key Terms

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

5 terms

beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 21263407.00"

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 voting power financial

"(i) Sole power to vote or to direct the vote: 0"

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.

shared dispositive power financial

"(iv) Shared power to dispose or to direct the disposition of: 21,241,311"

Schedule 13G regulatory

"Ownership of more than 5 Percent on Behalf of Another Person. | If any other person"

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.

Investment Company Act of 1940 regulatory

"A listing of the shareholders of an investment company registered under the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

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

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Available on EDGAR 08/07/2026 - 09:02 AM Accepted by SEC EDGAR 08/07/2026 - 09:01 AM Learn about SEC filing dates

FAQ

What ownership stake in Citizens Financial Group (CFG) does State Street report?

State Street reports beneficial ownership of 21,263,407.00 shares of Citizens Financial Group common stock, representing 5% of the outstanding class as of June 30, 2026.

How much voting power does State Street have in Citizens Financial Group (CFG)?

State Street reports 0 shares with sole voting power and 3,533,638 shares with shared voting power, indicating all voting authority is shared with other parties for those shares.

What dispositive power over Citizens Financial Group (CFG) shares does State Street hold?

State Street reports 0 shares with sole dispositive power and 21,241,311 shares with shared dispositive power, meaning decisions to sell or transfer those shares are shared.

Which State Street subsidiaries are involved in managing the Citizens Financial Group (CFG) position?

The holding is managed through several State Street Global Advisors investment adviser entities across the U.S., Europe, Asia, Australia, Singapore, Japan, and Saudi Arabia, including SSGA Funds Management, Inc..

Does any other person have more than 5% economic interest in the Citizens Financial Group (CFG) shares held by State Street?

The filing states Item 6 as “NOT APPLICABLE”, indicating no separately identified person is disclosed as having rights to dividends or sale proceeds exceeding 5% of the class.

Is State Street’s Citizens Financial Group (CFG) holding part of a group filing?

Under Item 8, the response is “NOT APPLICABLE”, indicating the reported position is not described as being filed on behalf of a broader shareholder group.

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)

06/30/2026

(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

STATE STREET CORPORATION

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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,533,638.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,241,311.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,263,407.00

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)

5 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CITIZENS FINANCIAL GROUP INC
(b)	Address of issuer's principal executive offices: 1 CITIZENS PLAZA, PROVIDENCE, RHODE ISLAND, 02903
Item 2.
(a)	Name of person filing: STATE STREET CORPORATION;
(b)	Address or principal business office or, if none, residence: ONE CONGRESS STREET, SUITE 1, BOSTON MA 02114, UNITED STATES
(c)	Citizenship: MA
(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: 21263407.00
(b)	Percent of class: 5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 3,533,638
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 21,241,311
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. 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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. SSGA FUNDS MANAGEMENT, INC. (IA);STATE STREET GLOBAL ADVISORS (JAPAN) CO., LTD. (IA);STATE STREET GLOBAL ADVISORS ASIA LIMITED (IA);STATE STREET GLOBAL ADVISORS EUROPE LIMITED (IA);STATE STREET GLOBAL ADVISORS LIMITED (IA);STATE STREET GLOBAL ADVISORS SINGAPORE LIMITED (IA);STATE STREET GLOBAL ADVISORS TRUST COMPANY (IA);STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED (IA);STATE STREET GLOBAL ADVISORS, LTD. (IA);STATE STREET SAUDI ARABIA FINANCIAL SOLUTIONS COMPANY (IA);
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. NOT APPLICABLE
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. 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.

STATE STREET CORPORATION

Signature:	ELIZABETH SCHAEFER
Name/Title:	SENIOR VICE PRESIDENT, CHIEF ACCOUNTING OFFICER
Date:	08/07/2026