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 23, 2026 at 9:00 a.m. Eastern Time at our headquarters located at One Citizens Plaza, Providence, Rhode Island 02903.Building a distinctive franchiseIn 2025, Citizens continued to build a distinctive franchise, delivering good financial performance and ranking near the top of our peer group for share price appreciation. Guided by our unique enterprise strategy — a differentiated and growing Consumer Bank, a best-in-class super-regional Commercial Bank and our ambition to build the premier Private Bank and Private Wealth franchise — we are leveraging a decade of smart execution and operating discipline to position Citizens for the future. We have the right leadership, the right priorities and the right mindset to continue building a strong, sustainable and caring bank that delivers for all stakeholders. We remain focused on executing targeted strategies in areas where our strengths set us apart, and we are embracing innovation and bold thinking through our Reimagine the Bank initiative. I am confident that our disciplined approach and commitment to excellence will allow us to deliver sustainable, peer-leading performance and lasting value.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 Bill Hankowsky for his service on our Board. Mr. Hankowsky will retire after his current term expires at the conclusion of the Annual Meeting, having served on our board for 19 years. His contributions have been invaluable.We thank you for your support of Citizens Financial Group, Inc.Sincerely,Bruce Van SaunChairman of the Board andChief Executive OfficerMarch 9, 2026

"We have the right leadership, the right priorities and the right mindset to continue building a strong, sustainable and caring bank that delivers for all stakeholders"–Bruce Van Saun

Letter from the Lead Independent Director

Dear Fellow Shareholder,

In my second year as Lead Director, we have continued to stay focused on what matters most: our customers, colleagues, communities, and shareholders. Volunteerism remains a critical way that we live our Credo and invest in the communities where we live and work. Colleagues logged nearly 267,000 volunteer hours in 2025. We also made great strides this year in building our premier Private Bank and Private Wealth franchise, including expansion across our footprint, while our Commercial Bank continued to invest in capabilities and geographies to best serve our clients.

Commitment to strong corporate governance

Strong corporate governance remains the cornerstone of how we operate. It helps ensure accountability and supports smart decision-making. Some of the practices we have put in place include annual director elections with majority voting, a mandatory retirement age of 75 for board members, and regular reviews of our board and committee structure. We look at skills, background, and experience, among other factors, to make sure our Board is well-rounded and forward-thinking.

Responsiveness to shareholders

We have continued to have good dialogue with our shareholders as part of our long-standing shareholder outreach program. As part of our program, twice a year we invite a broad group of shareholders to engage with senior leaders from our Human Resources, Legal, Investor Relations, and Sustainability teams. During 2025, I joined many of these conversations, where topics discussed included executive compensation, corporate governance, and our sustainability efforts. This proxy statement details feedback received during those conversations over the past two years regarding executive compensation and our responses to that feedback.

Embracing innovation

We are undergoing a major transformation through our Reimagine the Bank initiative, aimed at modernizing operations, enhancing customer experience, and driving long-term growth. We will utilize new technologies like artificial intelligence and agentic artificial intelligence to enhance how we serve customers and how we run the bank.

Your support is important to us

In this proxy statement, we share essential information about the 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 9, 2026

Notice of Annual Meeting of Shareholders

Table of Contents to Proxy Statement