cfg-20251007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 7, 2025

(Exact name of the 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 Number)

One Citizens Plaza
Providence,	RI		02903
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

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 12b-2 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 October 7, 2025, Citizens Financial Group, Inc. (the “Company”) announced that Ted Swimmer, head of capital markets and advisory for Citizens Commercial Banking, has been named Head of Commercial Banking, effective immediately. Mr. Swimmer succeeds Don McCree, who will remain at the Company as Chair of Commercial Banking until his retirement at the end of March 2026.

A 30-year banking industry veteran, Swimmer joined the Company in 2010 as executive vice president and head of capital markets and was named to the Company’s Executive Committee in 2018.

A copy of the Company’s press release announcing Mr. Swimmer’s appointment and Mr. McCree’s retirement is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


	Exhibit Number	Description

(d)	99.1	Press Release issued by the Company, dated October 7, 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: October 7, 2025

Exhibit 99.1

NEWS RELEASE Contact: Frank Quaratiello

FOR IMMEDIATE RELEASE 617.543.9810

October 7, 2025 [email protected]

Swimmer Named Head of Commercial Banking at Citizens;

McCree to retire in March 2026

PROVIDENCE, RI – Citizens Financial Group, Inc. (NYSE: CFG) today announced that Ted Swimmer, head of capital markets and advisory for Citizens Commercial Banking, has been named Head of Commercial Banking, effective immediately. Swimmer succeeds Don McCree, who will remain at Citizens as Chair of Commercial Banking until his retirement at the end of March 2026.

“I want to thank Don for his significant contributions to Citizens’ success and for his strong commitment to a seamless transition. Under Don’s leadership, we’ve built one of the best-positioned Commercial Banks — one with the scale to compete with larger institutions while also delivering personalized advice, solutions and service to clients at every stage of their business life cycle,” said Bruce Van Saun, Chairman and CEO, Citizens Financial Group. “Working closely with Don, Ted has built a strong Capital Markets and Advisory business that provides clients with excellent ideas, advice and solutions. He is a highly capable leader who has attracted great talent to Citizens. I look forward to working closely with him as we continue to grow the Commercial Bank and take it to an even higher level.”

A 30-year banking industry veteran, Swimmer joined Citizens in 2010 as executive vice president and head of capital markets and was named to Citizens’ Executive Committee in 2018. He has built the Capital Markets and Advisory team into a consistent Top 5 U.S. Middle Market Deal Bookrunner while expanding the bank’s capabilities beyond traditional loan financing to add sector expertise and offer a comprehensive set of solutions, including debt, equity and M&A advisory across the client lifecycle.

Swimmer previously held a range of senior positions with Wachovia, including managing its Leveraged Finance activities. Prior to that, he ran Loan Syndicate and Sales for Wachovia and served as a managing director originating leveraged loans and bonds. Swimmer holds an M.B.A. in finance from Columbia University as well as a B.A. in economics and history from Lafayette College.

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 3,000 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, LinkedIn or Facebook.