Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended

September 30, 2023

☐ 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

(Exact name of the registrant as specified in its charter)

One Citizens Plaza, Providence, RI 02903

(Address of principal executive offices, including zip code)

(203) 900-6715

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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 and (2) has been subject to such filing requirements for the past 90 days.

☑ Yes ☐ No

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:

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

There were 466,222,967 shares of the registrant’s common stock ($0.01 par value) outstanding on October 26, 2023.

						Table of Contents
			Glossary of Acronyms and Terms						3
			Part I. Financial Information						5
			Item 1. Financial Statements						41
			Consolidated Balance Sheets (unaudited)						42
			Consolidated Statements of Operations (unaudited)						43
			Consolidated Statements of Comprehensive Income (unaudited)						44
			Consolidated Statements of Changes in Stockholders’ Equity (unaudited)						45
			Consolidated Statements of Cash Flows (unaudited)						47
			Notes to Consolidated Financial Statements (unaudited)						48
			Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						5
			Item 3. Quantitative and Qualitative Disclosures about Market Risk						85
			Item 4. Controls and Procedures						85
			Part II. Other Information						85
			Item 1. Legal Proceedings						85
			Item 1A. Risk Factors						85
			Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						86
			Item 3. Defaults Upon Senior Securities						86
			Item 4. Mine Safety Disclosures						86
			Item 5. Other Information						86
			Item 6. Exhibits						86
			Signature						87

Citizens Financial Group, Inc. | 2

GLOSSARY OF ACRONYMS AND TERMS

The following is a list of common acronyms and terms used regularly in our financial reporting:

Citizens Financial Group, Inc. | 3

Citizens Financial Group, Inc. | 4

PART I. FINANCIAL INFORMATION