CITIZENS FINANCIAL GROUP INC/RI

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

CITIZENS FINANCIAL GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Letter from the Chairman and Chief Executive Officer

Dear Fellow Shareholder,

On behalf of the Board of Directors, I am pleased to invite you to attend our annual meeting of shareholders to be held on Thursday, April 24, 2025 at 9:00 a.m. Eastern Time at our headquarters located at One Citizens Plaza, Providence, Rhode Island 02903.Building a distinctive franchiseDespite a dynamic macroeconomic environment throughout 2024, we stayed focused on executing our key initiatives and delivering well for all our stakeholders, guided by our Credo. Through strategically investing in our business, our technology and our people, we are building a strong, sustainable and differentiated bank. We are positioned well for the future, with sound enterprise strategies, a unique market position and excellent capabilities, and we remain committed to supporting our customers with the advice, products and services they need to be successful. Your vote mattersYour vote is important and, whether or not you plan to attend the meeting, we encourage you to access electronic voting via the Internet or utilize the automated telephone voting feature as described on your Notice of Internet Availability of Proxy Materials or proxy card. Alternatively, you may sign, date and return the proxy card in the envelope provided. You may also vote at the meeting if you plan to attend. Finally, I would like to thank Wendy Watson for her service on our Board. Ms. Watson will retire after her current term expires at the conclusion of the Annual Meeting. We appreciate the invaluable contributions she has made, including serving as the Chair of the Audit Committee for the last 14 years.We thank you for your support of Citizens Financial Group, Inc.Sincerely,Bruce Van SaunChairman of the Board andChief Executive OfficerMarch 10, 2025

“We are positioned well for the future, with sound enterprise strategies, a unique market position and excellent capabilities”–Bruce Van Saun

Letter from the Lead Independent Director

Dear Fellow Shareholder,

In my first year as Lead Independent Director, we celebrated our tenth year as a public company. Reaching such a milestone is a good reminder to reflect on achievements and Citizens has many to celebrate. While maintaining the same values that have always been at its core, the Company has reshaped itself over the past ten years into a strong super-regional bank that remains dedicated to its mission to help our customers, colleagues and communities reach their potential. I am pleased to serve as Lead Independent Director as the Board oversees the execution of the Company's strategy in pursuit of that mission.

Executive compensation

The Board understands the interest shareholders have in our executive compensation program. Last year, our say-on-pay proposal received 63% support, an outcome that the Compensation and Human Resources Committee (the "Compensation and HR Committee") and senior management want to improve. Maintaining open dialogue with shareholders has always been important to us and during 2024 we continued our long-standing annual shareholder outreach program, with a focus on understanding shareholder perspectives and any concerns regarding our executive compensation program. The Company reached out to shareholders holding more than 80% of our outstanding shares of common stock with invitations to engage, and ultimately held meetings with shareholders holding approximately 58% of our outstanding shares. During these meetings, we heard that shareholders would like us to incorporate additional structure around the determination of executive compensation and to explain in greater detail our compensation decisions.

In 2024, we acted in response to this feedback. We made changes to our process for determining pay for our named executive officers and enhanced our disclosures. You can find detailed information regarding all of the actions we took in the"Compensation Matters—Compensation Discussion and Analysis" section of this proxy statement.

Management succession planning

The Board and Compensation and HR Committee have always been keenly focused on management succession planning, with an eye toward ensuring smooth transitions which minimize potential disruption to the execution of our long-term plan. Talent management and succession are discussed regularly at the Board level, including CEO succession plans which consider various potential circumstances and timelines. During 2024, the Compensation and HR Committee and the Board approved Leadership Succession Awards (“LSAs”) to select executive officers identified as CEO successor candidates. Although Mr. Van Saun has no plans to retire at this time, the Compensation and HR Committee determined that these awards were necessary to ensure leadership continuity and to protect the long-term interests of shareholders. Additional information about the management succession planning process and the LSAs can be found in the"Corporate Governance Matters—Board Oversight Responsibilities—Management Succession Planning" and"Compensation Matters—Compensation Discussion and Analysis" sections of this proxy statement, respectively.

Your support is important to us

In this proxy statement, we share essential information about your Board’s role in shaping Citizens’ Credo, values, governance, and strategy. Whether or not you can attend the Annual Meeting, we welcome your interest in Citizens and, on behalf of the Board, I thank you for your continued support.

Sincerely,Edward J. Kelly IIILead Independent Director and Chair, Compensation and Human Resources CommitteeMarch 10, 2025

Notice of Annual Meeting of Shareholders

Table of Contents to Proxy Statement