UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CITIZENS FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified In Its Charter)
| Delaware | 05-0412693 | |
| (State of incorporation or organization) | (IRS Employer Identification No.) | |
| One Citizens Plaza Providence, RI | 02903 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| Depositary Shares Each Representing a 1/40th Interest in a Share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I | The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-282511
Securities to be registered pursuant to Section 12(g) of the Act: Not applicable.
Item 1. Description of Registrant’s Securities to be Registered.
The description of the general terms and provisions of the 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, with a liquidation preference of $1,000 per share (the “Series I Preferred Stock”), of Citizens Financial Group, Inc. (the “Registrant”) as well as the description of the Registrant’s depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Series I Preferred Stock to be registered hereunder, is incorporated herein by reference to the descriptions included under the captions “Description of the Series I Preferred Stock” and “Description of the Depositary Shares,” respectively, in the Prospectus Supplement, dated as of July 22, 2025, as filed with the Securities and Exchange Commission (the “Commission”) on July 23, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus, dated as of October 4, 2024, included in the Registration Statement on Form S-3 (No. 333-282511) of the Registrant, as filed with the Commission on October 4, 2024. Such sections are incorporated herein by reference.
If any additional securities registered hereby are issued, a prospectus supplement relating to such securities will be filed with the Commission and will be incorporated herein by reference.
Item 2. Exhibits.
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SIGNATURE
Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Citizens Financial Group, Inc. (Registrant) | ||||||
| Date: July 30, 2025 | By: | /s/ Robin S. Elkowitz | ||||
| Name: | Robin S. Elkowitz | |||||
| Title: | Executive Vice President, Deputy General Counsel and Corporate Secretary | |||||
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