Item 2.02 Results of Operations and Financial Condition.

On January 17, 2023, Citizens Financial Group, Inc. (the "Company") issued a press release announcing its fourth quarter and full year 2022 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.



      Exhibit Number        Description

                              Citizens Financial Group, Inc. press release dated January
 (d)  Exhibit 99.1          17, 2023

                              Citizens Financial Group, Inc. earnings release presentation
      Exhibit 99.2          issued January 17, 2023

                              Citizens Financial Group, Inc. financial supplement for
      Exhibit 99.3          fourth quarter and full year 2022

                            Cover Page Interactive Data File (embedded within the Inline
      Exhibit 104           XBRL document)

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