Citizens Financial (CFG) 8-A12BRegistration of securities on exchange

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)

Securities to be registered pursuant to Section 12(b) of the Act:

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:

333-260150

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 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, with a liquidation preference of $1,000 per share (the “Series H 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 H Preferred Stock to be registered hereunder, is incorporated herein by reference to the descriptions included under the captions “Description of the Series H Preferred Stock” and “Description of the Depositary Shares,” respectively, in the Prospectus Supplement, dated as of May 16, 2024, as filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2024 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus, dated as of October 8, 2021, included in the Registration Statement on Form S-3 (No. 333-260150) of the Registrant, as filed with the Commission on October 8, 2021. 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.

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