8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2025

CITIZENS FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified In Its Charter)

Delaware

001-36636

05-0412693

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Citizens Plaza

Providence, RI

02903

(Address of principal executive offices)

(Zip Code)

(203) 900-6715

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	CFG	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E	CFG PrE	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H	CFG PrH	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I	CFG PrI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2025, Citizens Financial Group, Inc. (the “Company” or “Citizens”) announced the appointment of Aunoy Banerjee as Executive Vice President and Chief Financial Officer (“CFO”). Mr. Banerjee, age 47, joins Citizens from Barclays, where he currently serves as CFO of Barclays Bank PLC, leading a large, global, multifunctional team supporting multiple lines of business including U.S. Consumer, Global Corporate and Investment Banking, and Private Bank and Wealth Management. Prior to Barclays, he served in a number of senior roles with increasing responsibility at State Street Corporation over eight years, most recently as Head of Investments & Third Party Partnerships and Chair of State Street India. A 25-year financial services veteran, Mr. Banerjee will have responsibility at Citizens for the Financial Planning and Analysis, Business Line Finance Groups, Controller, Investor Relations, Treasury, Tax, and Capital Management functions, as well as Property & Procurement.

Mr. Banerjee will join Citizens on October 24, 2025. As previously announced, current Vice Chair and CFO John Woods will depart the Company on August 15, 2025. Chris Emerson, Executive Vice President and Head of Corporate Planning & Enterprise Finance, will serve as CFO during the interim period.

In connection with his appointment, Mr. Banerjee entered into an employment agreement with the Company on August 6, 2025. Mr. Banerjee’s employment agreement provides that he will have an annual base salary of $700,000 and guaranteed 2025 incentive compensation of $3,700,000, discounted by the amount of role-based allowance received from his former employer in 2025. Incentive compensation will be payable in the same form and timeframe as for the Company’s other executive committee members. In addition, Mr. Banerjee will receive a buy-out award with a grant date value of approximately $5,000,000 as consideration for the forfeiture of awards granted by his previous employer, to be awarded in a mix of cash and restricted stock units, each vesting over four years.

Mr. Banerjee’s employment agreement provides that in the event his employment is terminated by the Company without “cause” (as defined in the employment agreement), he will receive two weeks’ salary for each year of service, subject to a minimum severance payment of 26 weeks of base salary and conditioned upon his execution and non-revocation of a release of claims in favor of the Company. In addition, in the event Mr. Banerjee’s employment is terminated without “cause” or for “good reason” (as defined in the employment agreement) within 24 months following a “change of control” (as defined in the employment agreement), he will receive an amount equal to two times the sum of his base salary at the time of termination and the average cash bonus paid during the prior three years, as well as a pro-rata cash bonus for the year in which termination occurs, based on the average cash bonus paid during the prior three years.

Mr. Banerjee is subject to restrictive covenants prohibiting solicitation or hiring of employees, and solicitation or interference with customers and prospective clients, in each case, for twelve months following the termination of his employment with the Company for any reason, as well as a confidentiality covenant of perpetual duration. His employment with the Company will be at-will and terminable by either party at any time and for any reason, provided that Mr. Banerjee must provide 120 days’ written notice of his resignation.

A copy of the Company’s press release announcing Mr. Banerjee’s appointment as CFO and Mr. Emerson’s appointment as interim CFO is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.


(d)	99.1	Press Release issued by the Company, dated August 12, 2025

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CITIZENS FINANCIAL GROUP, INC.

By:		/s/ Bruce Van Saun
		Bruce Van Saun
		Chairman and Chief Executive Officer

Date: August 12, 2025

Exhibit 99.1

LOGO

August 12, 2025

Media: Peter Lucht - 781.655.2289

Investors: Kristin Silberberg - 203.900.6854

Citizens Financial Group Names Aunoy Banerjee of Barclays as Chief Financial Officer

PROVIDENCE, RI – Citizens Financial Group, Inc. (NYSE: CFG) today announced the appointment of Aunoy Banerjee as Executive Vice President and Chief Financial Officer. He will serve on the company’s Executive Committee and report to Chairman and CEO Bruce Van Saun. Banerjee joins Citizens from Barclays, where he currently serves as CFO of Barclays Bank PLC, leading a large, global, multifunctional team supporting multiple lines of business including U.S. Consumer, Global Corporate and Investment Banking, and Private Bank and Wealth Management.

Banerjee will join Citizens on October 24. As previously announced, current CFO John Woods will depart the bank on August 15. Chris Emerson, EVP and Head of Corporate Planning & Enterprise Finance, will serve as CFO during the interim period.

“Aunoy is a seasoned leader with a broad background and strong record of accomplishment over his career,” said Van Saun. “His experience in leading finance functions at multiple large financial institutions and overseeing highly complex transformation and optimization programs positions him well to have immediate impact as we execute our ambitious growth and transformation agenda.”

Said Banerjee: “I could not be more excited to be joining Citizens to help drive sustainable growth and value for all of its stakeholders. The Bank has been on an exciting and transformational journey, and I look forward to partnering with Bruce and the leadership team to help take Citizens to the next level.”

A 25-year financial services veteran, Banerjee will have responsibility for the Financial Planning and Analysis, Business Line Finance Groups, Controller, Investor Relations, Treasury, Tax, and Capital Management functions, as well as Property & Procurement.

Prior to Barclays, Banerjee served in a number of increasingly responsible finance and transformation roles at State Street over eight years, most recently as Head of Investments & Third-Party Management and Chair of State Street India. He also served as Chief Transformation Officer and prior to that ran Corporate FP&A and oversaw the CFO functions within its business units. He previously spent 11 years at Citi with several roles of increasing importance, including Business Unit CFO for Capital Markets and Securities Services, Finance Head of CCAR and Head of Corporate Forecasting and Planning. He began his professional career at General Electric as part of its Finance Management Leadership Program.

Highlights of Banerjee’s broad experience include overseeing a £1.1 trillion balance sheet at Barclays Bank PLC and co-leading the firm’s sweeping investment bank simplification initiative. At State Street, he oversaw the firm’s $100 billion-plus investment portfolio and its balance sheet funding position. Additionally, as Chief Transformation Officer, he led an enterprise-wide transformation aimed at simplifying operations, increasing operating margin and productivity, and boosting both organic and inorganic growth.

Banerjee holds a Master of Business Administration degree from the University of Rochester Simon School of Business and a Bachelor of Science degree from St. Stephen’s College at the University of Delhi.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $218.3 billion in assets as of June 30, 2025. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately 3,100 ATMs and approximately 1,000 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on X (formerly Twitter), LinkedIn or Facebook.

Cautionary Statement About Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our expectations regarding the appointment of a new Citizens chief financial officer. Any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “prospects,” “outlook,” “guidance” or similar expressions or future or conditional verbs such as “may,” “will,” “likely,” ”should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees

or assurances of future performance. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the United States Securities and Exchange Commission.