Vanguard Amends Citizens Financial Group Stake, Reports No Voting Power

TL;DR

**Vanguard updated its Citizens Financial Group filing, showing zero voting power.**

AI Summary

The Vanguard Group, a major investment firm, filed an amended SC 13G/A on February 13, 2024, indicating its ownership of Citizens Financial Group Inc/RI common stock as of December 29, 2023. This filing, an amendment to a previous disclosure, shows that Vanguard holds no sole voting power and no shared voting power over Citizens Financial Group shares. This matters to investors because Vanguard is a significant institutional investor, and changes in its reported holdings can signal shifts in its investment strategy or outlook on the company, even if this specific amendment reports no voting power.

Why It Matters

This filing updates Vanguard's reported beneficial ownership in Citizens Financial Group, providing transparency on institutional holdings, which can influence market perception and investor confidence.

Risk Assessment

Risk Level: low — This filing is a routine update from a large institutional investor and does not indicate any immediate financial risk or significant change in company operations.

Analyst Insight

Investors should note that while Vanguard is a major holder, this specific amendment indicates no voting power, suggesting their stake is primarily for passive investment purposes through various funds. This is a routine update and doesn't signal a major shift, but it's always good to monitor large institutional holdings for any significant changes in beneficial ownership percentages.

Key Numbers

• 0 — Sole Voting Power (The Vanguard Group holds no sole voting power over Citizens Financial Group shares.)
• 0 — Shared Voting Power (The Vanguard Group holds no shared voting power over Citizens Financial Group shares.)
• 174610105 — CUSIP Number (Identifier for Citizens Financial Group Inc Common Stock.)

Key Players & Entities

• The Vanguard Group (company) — the reporting person filing the SC 13G/A
• Citizens Financial Group Inc/RI (company) — the subject company whose securities are being reported
• Pennsylvania (company) — place of organization for The Vanguard Group
• December 29, 2023 (date) — date of event which requires filing of this statement
• February 13, 2024 (date) — date the filing was made

Forward-Looking Statements

• The Vanguard Group will continue to hold a significant, non-voting stake in Citizens Financial Group Inc/RI through its various funds. (The Vanguard Group) — high confidence, target: 2025-12-31

FAQ

Filing Documents

• tv0613-citizensfinancialgrou.htm (SC 13G/A) — 11KB
• 0001104659-24-020613.txt ( ) — 13KB

(a) - Name of Issuer

Item 1(a) - Name of Issuer: Citizens Financial Group Inc

(b) - Address of Issuer's Principal Executive Offices

Item 1(b) - Address of Issuer's Principal Executive Offices: One Citizens Plaza Providence, RI 02903

(a) - Name of Person Filing

Item 2(a) - Name of Person Filing: The Vanguard Group - 23-1945930

(b) – Address of Principal Business Office or, if none, residence

Item 2(b) – Address of Principal Business Office or, if none, residence: 100 Vanguard Blvd. Malvern, PA 19355

(c) – Citizenship

Item 2(c) – Citizenship: Pennsylvania

(d) - Title of Class of Securities

Item 2(d) - Title of Class of Securities: Common Stock

(e) - CUSIP Number

Item 2(e) - CUSIP Number 174610105

- Type of Filing

Item 3 - Type of Filing: This statement is being filed pursuant to Rule 13d-1. An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).

- Ownership

Item 4 - Ownership: (a) Amount Beneficially Owned: (b) Percent of Class: (c) Number of shares as to which such person has: (i) sole power to vote or direct to vote: (ii) shared power to vote or direct to vote: (iii) sole power to dispose of or to direct the disposition of: (iv) shared power to dispose or to direct the disposition of: Comments: The responses to questions 5 through 9 and 11 on the cover page(s) are incorporated by reference into this Item 4.

- Ownership of Five Percent or Less of a Class

Item 5 - Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following

- Ownership of More Than Five Percent on Behalf of Another Person

Item 6 - Ownership of More Than Five Percent on Behalf of Another Person: The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%. Item 7 - Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on by the Parent Holding Company: Not applicable

- Identification and Classification of Members of Group

Item 8 - Identification and Classification of Members of Group: Not applicable

- Notice of Dissolution of Group

Item 9 - Notice of Dissolution of Group: Not applicable

- Certification

Item 10 - Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2024 By /s/ Ashley Grim Name: Ashley Grim Title: Head of Global Fund Administration

View Full Filing

View this SC 13G/A filing on SEC EDGAR