UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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”) 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, 2026 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 opinion, 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) “disagreements” (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 events” (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 letter addressed to the Securities and Exchange Committee stating whether Deloitte agrees with the statements made by the Company set forth above. A copy of Deloitte’s letter, dated October 30, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On October 28, 2026, the Audit Committee approved the engagement of PwC as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2027, subject to completion of PwC’s standard client acceptance process, to be effective immediately following the completion by Deloitte of the audit for the fiscal year ended December 31, 2026, as described above.
During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through October 28, 2026 neither the Company, nor any party on behalf of the Company, consulted with PwC with respect to either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by PwC that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |||
| (d) | Exhibit 16.1 | Letter of Deloitte & Touche LLP | ||
| Exhibit 104 |
Interactive Data File (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