Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item regarding security ownership of certain beneficial owners and management is presented under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2022 Proxy Statement and is incorporated herein by reference.

Information regarding our compensation plans under which CFG equity securities are authorized for issuance is included in the table below. Additional information regarding these plans is included in Note 18 in Item 8.

Equity Compensation Plan Information

At December 31, 2021


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)(2)	Weighted-average exercise price of outstanding options, warrants and rights ($)(3)	Number of securities remaining available (excluding securities reflected in first column) (#)(4)
Equity compensation plans approved by security holders	3,462,593	—	49,459,410
Equity compensation plans not approved by security holders	—	—	—
Total(1)	3,462,593	—	49,459,410

(1) This table excludes securities subject to the JMP Group LLC Amended and Restated Equity Incentive Plan (“the Plan”). Although equity-based awards granted under the Plan were converted into CFG awards and assumed in connection with the JMP acquisition, CFG does not intend to grant any awards under the Plan. As of December 31, 2021, 245,861 stock options with a weighted-average exercise price of $19.45 and 40,363 restricted stock units were outstanding under the Plan.

(2) Represents the number of shares of common stock associated with outstanding time-based and performance-based restricted stock units.

(3) Other than the stock options assumed in connection with the JMP acquisition, CFG had no outstanding stock options.

(4) Represents the number of shares remaining available for future issuance under the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (43,575,066 shares), the Citizens Financial Group, Inc. 2014 Employee Stock Repurchase Plan (4,547,955 shares), and the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (1,336,389 shares).

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