UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

CITIZENS FINANCIAL GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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	*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 22, 2021
		Meeting Information
	CITIZENS FINANCIAL GROUP, INC.	Meeting Type: Annual Meeting
		For holders as of: February 26, 2021
		Date:  April 22, 2021             Time: 9:00 AM EDT
		Location: Virtually via the internet at:
		www.meetingcenter.io/287753102.                       To access the virtual meeting, you must refer to the                       “Questions and Answers About the Proxy Materials and                       the Annual Meeting” section of the Proxy Statement.
		You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.
		See the reverse side of this notice to obtain proxy materials and voting instructions.

      

—  Before You Vote  —

How to Access the Proxy Materials

	Proxy Materials Available to VIEW or RECEIVE: 1. Annual Report        2. Notice & Proxy Statement        3. Chairman’s Letter to Shareholders How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:         www.proxyvote.com 2) BY TELEPHONE:     1-800-579-1639 3) BY E-MAIL*:             sendmaterial@proxyvote.com *  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 08, 2021 to facilitate timely delivery.
	—  How To Vote  — Please Choose One of the Following Voting Methods
	Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
	Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

	Voting items
	The Board of Directors recommends you vote FOR the following proposal(s):	The Board of Directors recommends you vote FOR the following proposal(s):
	1.    Election of Directors	2.  Advisory vote on executive compensation.
	Nominees
	1A   Bruce Van Saun	The Board of Directors recommends you vote 1 YEAR on the following proposal: 3.  Advisory vote on the frequency of future advisory votes on executive compensation. The Board of Directors recommends you vote FOR the following proposal(s): 4.  Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021.
	1B   Lee Alexander
	1C   Christine M. Cumming
	1D   William P. Hankowsky
	1E   Leo I. (Lee) Higdon
	1F   Edward J. (Ned) Kelly III
	1G   Charles J. (Bud) Koch
	1H   Robert G. Leary
	1I    Terrance J. Lillis
	1J    Shivan Subramaniam
	1K   Christopher J. Swift
	1L   Wendy A. Watson
	1M  Marita Zuraitis

Voting items Continued     Reserved for Broadridge Internal Control Information      

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

      Voting Instructions      

	THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE
		Broadridge Internal Use Only
	THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE	Job  #  Envelope  #  Sequence  #  # of # Sequence  #