Citizens Financial Group changes auditors to PwC

Item 4.01

Changes in Registrant's Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On October 28, 2026, the Audit Committee (the "Audit Committee") of the Board of Directors of Citizens Financial Group, Inc. (the "Company") approved the decision to change the Company's independent registered public accounting firm to PricewaterhouseCoopers LLP ("PwC") and dismiss Deloitte & Touche LLP ("Deloitte")¹ as its independent registered public accounting firm. The dismissal will be effective upon the completion of Deloitte's audits of the Company's consolidated financial statements for the fiscal year ended December 31, 2026² and the Company's internal control over financial reporting as of December 31, 2026.

The audit report of Deloitte on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion³, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company's fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through October 28, 2026, there were no (i) "disagreements⁴" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in their reports on the financial statements for such periods, or (ii) "reportable events⁴" (as defined in Item 304(a)(1)(v) of Regulation S-K).

In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided Deloitte with a copy of the foregoing disclosures and has requested that Deloitte furnish the Company with a letter⁵ addressed to the Securities and Exchange Committee stating whether Deloitte agrees

Item 9.01⁶

Financial Statements and Exhibits.⁶

Exhibit Number⁶

Description (d)⁶

Exhibit 16.1⁶

Letter of Deloitte & Touche LLP⁶

Exhibit 104⁶

Interactive Data File⁶ (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/ Aunoy Banerjee

Aunoy Banerjee

Executive Vice President and Chief Financial Officer

Date: October 30, 2026