Page 1

Delaware ( State or Other Jurisdiction of Incorporation or Organization ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ( Not Applicable ) Commission File Number 001-36636 For the Fiscal Year Ended December 31 , 2020 Title of each class Large accelerated filer Non - accelerated filer * Citizens Financial Group , Inc. ™ M ( Exact name of the registrant as specified in its charter ) One Citizens Plaza , Providence , RI 02903 ( Address of principal executive offices , including zip code ) ( 401 ) 456-7000 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading symbol ( s ) . Common stock , $ 0.01 par value per share Depositary Shares , each representing a 1 / 40th interest in a share of 6.350 % Fixed - to Floating Rate Non - Cumulative Perpetual Preferred Stock , Series D Depositary Shares , each representing a 1 / 40th interest in a share of 5.000 % Fixed - Rate Non - Cumulative Perpetual Preferred Stock , Series E CFG CFG PrD CFG PrE Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No 0 Indicate by check mark whether the Registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No 05-0412693 ( I.R.S. Employer Identification Number ) Name of each exchange on which registered New York Stock Exchange New York Stock Exchange New York Stock Exchange Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act : Accelerated filer Smaller reporting company Emerging growth company 0 0 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of voting stock held by nonaffiliates of the Registrant was $ 10,732,733,443 ( based on the June 30 , 2020 closing price of Citizens Financial Group , Inc. common shares of $ 25.24 as reported on the New York Stock Exchange ) . There were 425,106,419 shares of Registrant's common stock ( $ 0.01 par value ) outstanding on February 1 , 2021 . Documents incorporated by reference Portions of Citizens Financial Group , Inc.'s proxy statement to be filed with the United States Securities and Exchange Commission in connection with Citizens Financial Group , Inc.'s 2021 annual meeting of stockholders ( the " Proxy Statement " ) are incorporated by reference into Part III hereof . Such Proxy Statement will be filed within 120 days of Citizens Financial Group , Inc.'s fiscal year ended December 31 , 2020 .