As filed with the Securities and Exchange Commission on July 1, 2024

Registration No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		05-0412693
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Citizens Plaza

Providence, RI 02903

(203) 900-6715

(Address of Principal Executive Offices, Including Zip Code)

Amended and Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan

(Full title of the plan)

Polly N. Klane, General Counsel and Chief Legal Officer

Citizens Financial Group, Inc.

One Citizens Plaza

Providence, RI 02903

(203) 900-6902

(Name, address and telephone number, including area code, of agent for service)

 

 

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.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) is being filed by Citizens Financial Group, Inc. (the “Registrant” or the “Company”) for the purpose of registering 5,377,615 additional shares of its common stock, par value $0.01 per share (“Common Stock”) issuable under the Amended and Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”).

At a meeting held on February 15, 2024, the board of directors adopted a resolution approving the ESPP and directing that the ESPP be submitted to the shareholders at the 2024 annual meeting of shareholders. On April 25, 2024, the shareholders approved the ESPP as adopted by the board of directors, which will be effective as of July 1, 2024.

In accordance with General Instruction E of Form S-8, the contents of the registration statement of the Company on Form S-8 (File No. 333-198966) which was filed with the Securities and Exchange Commission (the “Commission”) on September 26, 2014, including any amendments thereto or filings incorporated therein, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated herein by reference:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 16, 2024;

(b) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the Commission on May 6, 2024;

(c) The Company’s Current Reports on Form 8-K filed with the Commission on January 18, 2024; January 23, 2024; February 16, 2024; April 18, 2024; April 25, 2024; April 26, 2024; May 16, 2024; May 23, 2024; June 12, 2024; and June 14, 2024;

(d) Description of the Company’s common stock, par value $0.01 per share, contained in Registration Statement on Form 8-A, relating to the Company’s common stock, filed on September 19, 2014.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

1

Item 8. Exhibits.

 

Exhibit Number
4.1		Amended and Restated Certificate of Incorporation of Citizens Financial Group, Inc., dated April 28, 2022 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed April 29, 2022)
4.2		Certificate of Designations of Citizens Financial Group, Inc. with respect to the 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, dated May 17, 2024, filed with the Secretary of State of the State of Delaware and effective May 17, 2024 (incorporated herein by reference to Exhibit 3.2 of the Registration Statement on Form 8-A, filed May 23, 2024)
4.3		Amended and Restated Bylaws of Citizens Financial Group, Inc. (as amended and restated on February 16, 2023) (incorporated herein by reference to Exhibit 3.2 to the Annual Report on Form 10-K, filed February 17, 2023)
4.4		Amended and Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed May 6, 2024)
5.1		Opinion of Sullivan & Cromwell LLP*
23.1		Consent of Deloitte & Touche LLP*
23.2		Consent of Sullivan & Cromwell LLP (contained in Exhibit 5.1)
24.1		Power of Attorney*
107		Filing Fee Table*

 

*	Filed herewith

 

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date first written above.

 

/s/ Bruce Van Saun
Bruce Van Saun*		Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Director)
/s/ John F. Woods
John F. Woods*		Vice Chair and Chief Financial Officer (Principal Financial Officer)
/s/ C. Jack Read
C. Jack Read*		Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
/s/ Lee Alexander
Lee Alexander*		Director
/s/ Tracy A. Atkinson
Tracy A. Atkinson*		Director
/s/ Christine M. Cumming
Christine M. Cumming*		Director
/s/ Kevin Cummings
Kevin Cummings*		Director
/s/ William P. Hankowsky
William P. Hankowsky*		Director
/s/ Edward J. Kelly III Edward J. Kelly III*		Director
/s/ Robert G. Leary
Robert G. Leary*		Director
/s/ Terrance J. Lillis
Terrance J. Lillis*		Director

 

3

/s/ Michele N. Siekerka
Michele N. Siekerka*		Director
/s/ Christopher J. Swift
Christopher J. Swift*		Director
/s/ Wendy A. Watson
Wendy A. Watson*		Director

 

/s/ Marita Zuraitis
Marita Zuraitis*		Director

 

*	By power of attorney

 

4

Exhibit 5.1

[Letterhead of Sullivan & Cromwell LLP]

July 1, 2024           

Citizens Financial Group, Inc.,

One Citizens Plaza,

Providence, Rhode Island 02903.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of 5,377,615 shares (the “Securities”) of common stock, par value $0.01 per share, of Citizens Financial Group, Inc., a Delaware corporation (the “Company”), that may be issued by the Company pursuant to the Amended and Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan (the “Plan”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, it is our opinion that, when the registration statement on Form S-8 relating to the Securities (the “Registration Statement”) has become effective under the Act, the terms of the issuance of the Securities have been duly established in conformity with the Company’s certificate of incorporation, as amended, and the Plan so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Securities have been duly issued and sold as contemplated by the Registration Statement and the Plan, the Securities will be validly issued, fully paid and nonassessable.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.

The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

Citizens Financial Group, Inc.				-2-

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 16, 2024 relating to the consolidated financial statements of Citizens Financial Group, Inc. and the effectiveness of Citizens Financial Group, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Citizens Financial Group, Inc. for the year ended December 31, 2023.

 

/s/ Deloitte & Touche LLP

Boston, Massachusetts

July 1, 2024

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Bruce Van Saun, John F. Woods, Polly N. Klane, C. Jack Read, Michael Soccio and Robin S. Elkowitz and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities to sign the Registration Statement and any and all amendments (including post-effective amendments) thereto and any and all registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-facts or their substitute, each acting alone, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto executed this Power of Attorney on the date set forth opposite his or her name.

 

Signature		Title		Date
/s/ Bruce Van Saun
Bruce Van Saun		Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Director)		July 1, 2024
/s/ John F. Woods
John F. Woods		Vice Chair and Chief Financial Officer (Principal Financial Officer)		July 1, 2024
/s/ C. Jack Read
C. Jack Read		Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)		July 1, 2024
/s/ Lee Alexander
Lee Alexander		Director		July 1, 2024
/s/ Tracy A. Atkinson
Tracy A. Atkinson		Director		July 1, 2024
/s/ Christine M. Cumming
Christine M. Cumming		Director		July 1, 2024
/s/ Kevin Cummings
Kevin Cummings		Director		July 1, 2024
/s/ William P. Hankowsky
William P. Hankowsky		Director		July 1, 2024
/s/ Edward J. Kelly III
Edward J. Kelly III		Director		July 1, 2024

/s/ Robert G. Leary
Robert G. Leary		Director		July 1, 2024
/s/ Terrance J. Lillis
Terrance J. Lillis		Director		July 1, 2024
/s/ Michele N. Siekerka
Michele N. Siekerka		Director		July 1, 2024
/s/ Christopher J. Swift
Christopher J. Swift		Director		July 1, 2024
/s/ Wendy A. Watson
Wendy A. Watson		Director		July 1, 2024
/s/ Marita Zuraitis
Marita Zuraitis		Director		July 1, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Citizens Financial Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered (1)

Proposed Maximum Offering Price Per Unit(3)

Maximum Aggregate Offering Price(3)

Fee Rate

Amount of Registration Fee

Equity

Common Stock, par value $0.01 per share (“Common Stock”)

Other

5,377,615(2)

$35.46

$190,690,227.90

0.00014760

$28,145.88

Total Offering Amounts

$190,690,227.90

$28,145.88

Total Fee Offsets

—

Net Fee Due

$28,145.88

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover additional shares of Common Stock which may become issuable by reason of any stock split, stock dividend, recapitalization, or other similar transaction effected without consideration which results in the increase in the number of outstanding shares of the Registrant’s Common Stock.

 

(2)	Represents shares of Common Stock issuable under the Amended and Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan that was approved by the Registrant’s stockholders on April 25, 2024.

 

(3)

Estimated solely for purposes of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based on the reported average of the high and low prices of Common Stock as reported on the New York Stock Exchange on June 28, 2024.