Citizens Financial Group, Inc. eliminated its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, from its Restated Certificate of Incorporation on October 6, 2026. The company filed a Certificate of Elimination with the Secretary of State of the State of Delaware, which took effect immediately upon filing. This move formally removed all matters set forth in the Certificate of Designations for the Series G Preferred Stock from the corporate charter.

All outstanding shares of the Series G Preferred Stock were redeemed on October 6, 2026. The redemption coincided with the filing of the elimination certificate, ensuring that no shares remained in circulation once the charter amendment became effective. The company identified itself as a Delaware corporation with its principal executive offices located at One Citizens Plaza in Providence, Rhode Island.

The Form 8-K filing, dated October 8, 2026, was signed by Pamela J. Brow, Executive Vice President, Deputy General Counsel and Corporate Secretary. The report was submitted to the U.S. Securities and Exchange Commission under Item 5.03, which covers amendments to articles of incorporation or bylaws and changes in fiscal year. A copy of the Certificate of Elimination is included as Exhibit 3.1 to the report and is incorporated by reference.

Citizens Financial Group’s securities registered under Section 12(b) of the Exchange Act include common stock with a $0.01 par value per share, trading under the symbol CFG on the New York Stock Exchange. The company also lists three classes of depositary shares on the exchange, each representing a 1/40th interest in a share of preferred stock:

| Class | Rate Type | Rate | Symbol | | :--- | :--- | :--- | :--- | | Series E | Fixed-Rate Non-Cumulative Perpetual | 5.000% | CFG PrE | | Series H | Fixed-Rate Non-Cumulative Perpetual | 7.375% | CFG PrH | | Series I | Fixed-Rate Reset Non-Cumulative Perpetual | 6.500% | CFG PrI |

The elimination of the Series G stock does not affect these remaining preferred stock classes or the common equity. The filing confirms that the company is not an emerging growth company as defined under Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act. The report was filed to satisfy obligations under Section 13 or 15(d) of the Securities Exchange Act of 1934.