Citizens Financial Group (CFG) 10-K risk factor changes: FY2022 vs FY2021

The [removed: COVID-19 pandemic has adversely affected and] [added: effects of geopolitical instability, such as Russia’s invasion of Ukraine,] may [removed: continue to] adversely affect [removed: us, and created] [added: us] and [removed: may exacerbate or] create [removed: new,] significant risks and uncertainties for our business, [removed: and] [added: with] the ultimate impact [removed: of the pandemic on us will depend] [added: dependent] on future developments, which are highly uncertain and [removed: cannot be predicted.][added: unpredictable.]

[removed: The] [added: For example, the] COVID-19 pandemic has [added: in the past] negatively [removed: affected] [added: affected, and could in] the [added: future negatively affect, the] global and U.S. economies, [removed: increased] [added: including by increasing] unemployment levels, [removed: disrupted] [added: disrupting] supply chains and businesses in many industries, [removed: lowered] [added: lowering] equity market valuations, [removed: decreased] [added: decreasing] liquidity in fixed income markets, and [removed: created] [added: creating] significant volatility and disruption in financial markets.

This has [removed: resulted,] [added: in the past resulted in,] and could [removed: continue to result,] in [added: the future result in,] higher and more volatile provisions for credit [removed: losses,] [added: losses] and [removed: is also][added: has in the past adversely affected, and could in the future adversely affect, our noninterest income.]

The extent to which the [added: COVID-19] pandemic [added: could] adversely [removed: affects] [added: affect] our business, financial condition and results of operations, as well as our liquidity and [removed: regulatory] capital [removed: ratios,] [added: profile,] will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, [added: any resurgence of COVID-19 cases and] the [added: emergence of new variants, the] widespread availability, use and effectiveness of vaccines, [removed: the effectiveness of our work-from-home arrangements and staffing levels in operational facilities,] actions taken by governmental authorities and other third parties in response to the pandemic and the direct and indirect impact of the pandemic on us, our clients and customers, our service providers and other market participants.

As the [added: COVID-19] pandemic adversely affects us, it may also have the effect of heightening many of the other risks described herein.

Our future success and the value of our stock will depend, in part, on our ability to effectively implement our business [removed: strategy.][added: strategy, including the cost savings and efficiency components, and achieve our financial performance goals, including through the integration of Investors and the HSBC branches.]

This is due to the fact that a high percentage of our assets and liabilities have been and will [added: likely continue to be in the form of interest-bearing or interest-related instruments.]

We continue to monitor market developments and regulatory [removed: updates, including the announcements from the ICE Benchmark Administration] [added: updates related] to [removed: extend] the cessation [removed: date for several U.S. Dollar LIBOR tenors to June 30, 2023,] [added: of LIBOR,] as well as collaborate with regulators and industry groups on the transition.

In addition, any such discontinuation or changes, whether actual or anticipated, could result in market volatility, [removed: adverse tax or accounting effects,] increased compliance, legal and operational costs, and risks associated with customer disclosures and contract negotiations.

[removed: The transition to using] [added: As] a [removed: new] [added: result, and despite the enactment of the LIBOR Act, for the most commonly used U.S. Dollar LIBOR settings, the use or selection of a successor] rate could also expose us to risks associated with disputes with customers and other market participants in connection with [removed: interpreting and] implementing LIBOR fallback provisions.

Limitations on the manner in which regulated financial institutions, such as us, can compensate their officers and employees, including those contained in pending rule proposals implementing requirements of [added: Section 956 of the Dodd-Frank Act, may make it more difficult for such institutions to compete for talent with financial institutions and other companies not subject to these or similar limitations.]

From time to time, the FASB and SEC change the financial accounting and reporting standards that govern the [added: accounting for our financial results and the] preparation of our financial statements.

For more information regarding CECL, see Note [removed: 1] [added: 6] in Item 8.

[added: Finally, information we provide to] our regulators based on poorly designed or implemented models could also be inaccurate or [removed: misleading.][added: insufficient.]

[added: As a result, our ability to compete effectively to attract] or retain new business may be impaired, and our business, financial condition or results of operations may be adversely affected.

See “—Supervisory requirements and expectations on us as a [removed: financial holding company] [added: FHC] and a [removed: bank holding company] [added: BHC] and any regulator-imposed limits on our activities could adversely affect our ability to implement our strategic plan, expand our business, continue to improve our financial performance and make capital distributions to our stockholders.”

Information security risks for large financial institutions such as us have increased significantly in recent years in part because of the proliferation of new technologies, such as [removed: Internet] [added: the internet] and mobile banking to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, activists and other external parties.

We are exposed to the risk that litigation, employee misconduct, operational failures, the outcome of regulatory or other investigations or actions, press speculation and negative publicity, perception of our environmental, social and governance practices and disclosures, among other factors, could damage our [added: brands or reputation.]

[removed: The occurrence of catastrophic events such as hurricanes, tropical storms, tornadoes and other large-scale catastrophes] [added: Furthermore, although we maintain both business continuity] and [removed: terrorist attacks could adversely affect our business, financial condition or results of operations] [added: disaster recovery plans,] if a [added: terrorist attack, extreme weather event, or other] catastrophe rendered both our production data center in Rhode Island and our recovery data center in North Carolina [removed: unusable.][added: unusable, there can be no assurance that these plans and related capabilities will adequately protect us from such events, and our business, financial condition or results of operations could be adversely affected.]

We face aggressive competition from other domestic and foreign lending institutions and from numerous other providers of financial services, including non-banking financial institutions that are not subject to the same regulatory restrictions as banks and [removed: bank holding companies,] [added: BHCs,] securities firms and insurance companies, and competitors that may have greater financial resources.

The conditions of other financial institutions or of the financial services industry could adversely affect our operations and financial [removed: conditions.][added: condition.]

As a [removed: financial holding company] [added: FHC] and a [removed: bank holding company,] [added: BHC,] we are subject to comprehensive regulation, supervision and examination by the FRB.

If we are unable to implement and maintain any required actions in a timely and effective manner, we could become subject to informal [removed: (non-public)] [added: (nonpublic)] or formal (public) supervisory actions and public enforcement orders that could lead to significant restrictions on our existing business or on our ability to engage in any new business.

We are a [removed: bank holding company] [added: BHC] that has elected to become a [removed: financial holding company] [added: FHC] pursuant to the Bank Holding Company Act.

[removed: Financial holding companies] [added: FHCs] are allowed to engage in certain financial activities in which a [removed: bank holding company] [added: BHC] is not otherwise permitted to engage.

However, to maintain [removed: financial holding company] [added: FHC] status, a [removed: bank holding company] [added: BHC] (and all of its depository institution subsidiaries) must be “well capitalized” and “well managed.” If a [removed: bank holding company] [added: BHC] ceases to meet these capital and management requirements, there are many penalties it would be faced with, including the FRB may impose limitations or conditions on the conduct of its activities, and it may not undertake any of the broader financial activities permissible for [removed: financial holding companies] [added: FHCs] or acquire a company engaged in such financial activities without prior approval of the FRB.

To the extent we do not meet the requirements to be a [removed: financial holding company] [added: FHC] in the future, there could be a material adverse effect on our business, financial condition and results of operations.

This regulatory oversight is primarily established to protect depositors, the [removed: FDIC’s Deposit Insurance Fund,] [added: DIF,] consumers of financial products, and the financial system as a whole, not our security holders.

In recent years, we, together with the rest of the financial services industry, have faced particularly intense scrutiny, with many new regulatory initiatives and vigorous oversight and enforcement on the part of numerous regulatory and [added: governmental authorities.]

While there have been significant revisions to the laws and regulations applicable to us that have been finalized in recent [removed: months,] [added: years,] there are other rules to implement changes that have yet to be proposed or enacted by our regulators.

FRB policy historically required [removed: bank holding companies] [added: BHCs] to act as a source of financial and managerial strength to their subsidiary banks.

- In the event of a [removed: bank holding company’s] [added: BHC’s] bankruptcy, any commitment that the [removed: bank holding company] [added: BHC] had been required to make to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.

As a [removed: bank holding company,] [added: BHC,] the Parent Company is a separate and distinct legal entity from CBNA, our banking subsidiary.

[added: Any such failure events may have severe] consequences, including sanctions, fines and reputational consequences, which could have a material adverse effect on our business, financial condition or results of operations.

Also, as a [removed: bank holding company,] [added: BHC,] our ability to repurchase shares and declare and pay dividends is dependent on certain federal regulatory considerations, including the rules of the FRB regarding capital adequacy and dividends.

We are a [removed: bank holding company] [added: BHC] incorporated in the state of Delaware.

| | | | | | | Citizens Financial Group, Inc. \| 20 | | |

Difficult economic conditions, including inflationary pressures or volatility in the financial markets would likely have an adverse effect on our business, financial position and results of operations.

Robust demand, labor shortages and supply chain constraints have led to persistent inflationary pressures throughout the economy.

In response to these inflationary pressures, the FRB has raised benchmark interest rates in recent months and may continue to raise interest rates in response to economic conditions, particularly a continued high rate of inflation.

Amidst these uncertainties, including potential recessionary economic conditions, financial markets have continued to experience volatility.

Changes in interest rates can affect numerous aspects of our business and may impact our future performance.

See risk factor headed “Changes in interest rates may have an adverse effect on our profitability” below for more information on the risks associated with changes in interest rates.

Prolonged periods of inflation may impact our profitability by negatively impacting our costs and expenses, including increasing funding costs and expense related to talent acquisition and retention, and negatively impacting consumer demand and client purchasing power for our products and services.

If significant inflation continues, our business could be negatively affected by, among other things, increased default rates leading to credit losses which could adversely impact our earnings and capital.

Any of the effects of these adverse economic conditions would likely have an adverse impact on our earnings, with the significance of the impact generally depending on the nature and severity of the adverse economic conditions.

The U.K. Financial Conduct Authority and the ICE Benchmark Administration have announced that the publication of the most commonly used U.S. Dollar LIBOR tenors will cease to be provided or cease to be representative after June 30, 2023.

The publication of all other LIBOR settings ceased to be provided or ceased to be representative as of December 31, 2021.

The Adjustable Interest Rate (LIBOR) Act (LIBOR Act), enacted in March 2022, provides a statutory framework to replace U. S. Dollar LIBOR with a benchmark rate based on the Secured Overnight Financing Rate (SOFR) for contracts governed by U.S. law that have no fallbacks or fallbacks that would require the use of a poll or LIBOR-based rate, and in December 2022, the FRB adopted rules which identify different SOFR-based replacement rates for derivative contracts, for cash instruments such as floating-rate notes and preferred stock, for consumer loans, for certain government-sponsored enterprise contracts and for certain asset-backed securities.

As the transition from LIBOR is ongoing, there continues to be uncertainty as to the ultimate effect of the transition on the financial markets for LIBOR-linked financial instruments.

Although the LIBOR Act includes safe harbors if the FRB-identified SOFR-based replacement rate is selected, these safe harbors are untested.

For example, the increase in remote and hybrid work arrangements has also increased competition for skilled personnel, and our current or future approach to in-office and remote-work arrangements may not meet the needs or expectations of current or prospective employees or may not be perceived as favorable as compared to the arrangements offered by other companies, which could adversely affect our ability to attract and retain skilled and qualified personnel.

Risks relating to cyber-attacks on our vendors and other third parties, including supply chain attacks affecting our software and information technology service providers, have been rising as such attacks become increasingly frequent and severe.

Moreover, potential new regulations may require us to disclose information about a cybersecurity event before it has been resolved or fully investigated.

For example, during 2021, there were a number of widely publicized cases of outages in connection with access to cloud service providers.

Unpredictable catastrophic events, including pandemics, terrorist attacks, extreme weather events and other large-scale catastrophes, could have an adverse effect on our business, financial position and results of operations.

The occurrence of catastrophic events, including pandemics, such as COVID-19, terrorists attacks, extreme weather events, such as hurricanes, tropical storms, or tornadoes, and other large-scale catastrophes could adversely affect our business, financial condition or results of operations, including by affecting the stability of our deposit base, impairing the ability of our borrowers to repay outstanding loans, impairing the value of collateral securing loans, causing significant property damage or operational disruptions, resulting in loss of revenue or causing us to incur additional expenses.

Ongoing geopolitical instability, such as Russia’s invasion of Ukraine, has negatively impacted, and could in the future negatively impact, the global and U.S. economies, including by causing supply chain disruptions, rising prices for oil and other commodities, volatility in capital markets and foreign currency exchange rates, rising interest rates and heightened cybersecurity risks.

The extent to which such geopolitical instability, such as Russia’s invasion of Ukraine, adversely affects our business, financial condition and results of operations, as well as our liquidity and capital profile, will depend on future developments, which are highly uncertain and unpredictable, including with respect to Russia’s invasion, the extent and duration of the invasion and economic sanctions imposed on Russia, and the immeasurable humanitarian toll inflicted on Ukraine.

If geopolitical instability adversely affects us, it may also have the effect of heightening other risks related to our business.

In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including distributed ledgers such as digital assets and blockchain, as well as advances in robotic process automation, could significantly affect the competition for financial services.

Climate change manifesting as physical or transition risks could adversely affect our operations, businesses and customers.

There is increasing global concern over the risks of climate change and related environmental sustainability matters.

The physical risks of climate change include discrete events, such as flooding and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged drought.

Such events could disrupt our operations or those of our clients, customers, or service providers, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility.

We are also exposed to risks associated with the transition to a lower-carbon economy in response to concerns around climate change.

Such risks may result from changes in policies, laws and regulations, technologies, or market preferences that are intended to address climate change.

These changes could materially and negatively impact our or our customers’ business, results of operations, financial condition and our reputation, including as a result of our or our customers’ involvement in, or decision not to participate in, certain industries or projects associated with exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change.

Ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices may result in higher regulatory, compliance, credit and reputational risks and costs.

Additionally, we are also generally required to receive the FRB’s approval for any dividends, share repurchases, or redemption of capital securities if we are required to resubmit our capital plan.

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expected to result in increased charge-offs, particularly as more customers experience credit deterioration and as customers need to draw on their committed credit lines to help finance their businesses and activities.

The pandemic’s negative economic impact and its effect on customer needs and behaviors could adversely affect our liquidity and capital profile.

Moreover, governmental actions in response to the pandemic are meaningfully influencing the interest-rate environment, which has, and is likely to continue to, reduce our net interest margin.

The pandemic may also have adverse effects on our noninterest income, including causing volatility in our capital markets fees, card and service fees, and foreign exchange and interest rate products fees.

In addition, our reliance on work-from-home capabilities and the potential inability to maintain critical staff in our operational facilities present risks associated with our local infrastructure, illness, quarantines and the sustainability of a work-from-home environment, as well as heightened cybersecurity, information security and operational risks.

Many of our service providers have been, and may further be, affected by similar factors that increase their risk of business disruptions or that may otherwise affect their ability to perform under the terms of any agreements with us or provide essential services.

Any disruption to our ability to deliver financial products or services to, or interact with, our clients and customers could result in losses or increased operational costs, regulatory fines, penalties or other sanctions, or harm to our reputation.

We also face an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of the pandemic on market and economic conditions and the actions of governmental authorities in response to those conditions.

likely continue to be in the form of interest-bearing or interest-related instruments.

In 2017, the Chief Executive of the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR after 2021.

Section 956 of the Dodd-Frank Act, may make it more difficult for such institutions to compete for talent with financial institutions and other companies not subject to these or similar limitations.

Finally, information we provide to

As a result, our ability to compete effectively to attract

brands or reputation.

We may be adversely affected by unpredictable catastrophic events or terrorist attacks and our business continuity and disaster recovery plans may not adequately protect us from serious disaster.

Although we maintain both business continuity and disaster recovery plans, there can be no assurance that these plans and related capabilities will adequately protect us from serious disaster.

governmental authorities.

Any such failure events may have severe

Additionally, we are required to submit periodic capital plans to the FRB for review, or otherwise obtain FRB authorization, before we can take certain capital actions, including repurchasing shares, declaring and paying dividends, or repurchasing or redeeming capital securities.

If our capital plan or any amendment to our capital plan is objected to for any reason, our ability to repurchase shares and declare and pay dividends on our capital stock may be limited.

Risks Related to our Pending and Recently Completed Acquisitions

Failure to complete our proposed acquisition of Investors could negatively impact our business, financial results, and stock price.

If for any reason the acquisition of Investors is not completed, our ongoing business may be adversely impacted and we will be subject to a number of risks, including: the financial markets may react negatively, resulting in negative impacts on our stock price and other adverse impacts; we may experience negative reactions from our customers, vendors, and employees; we will have incurred substantial expenses and will be required to pay certain costs relating to the acquisition, whether or not the acquisition is completed, such as legal, accounting, investment banking, and other professional and administrative fees; and matters relating to the acquisition may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have benefited us.

Our ability to complete the proposed acquisition of Investors is subject to the receipt of approval from various regulatory agencies.

Prior to the transactions contemplated in the Investors acquisition agreement being consummated, the Company and Investors must obtain certain regulatory approvals, including approvals of the Federal Reserve and the OCC.

The terms and conditions of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of the Company or its business following the acquisition, or require changes to the terms of the transactions contemplated by the Investors acquisition agreement.

There can be no assurance that the regulators will not impose any such conditions, obligations or restrictions, and that such conditions, limitations, obligations or restrictions will not have the effect of delaying or preventing completion of any of the transactions contemplated by the Investors acquisition agreement, imposing additional material costs on or materially limiting the revenues of the Company following the acquisition or otherwise reduce the anticipated benefits of the acquisition if the acquisition were consummated successfully within the expected timeframe, any of which might have an adverse effect on the Company following the acquisition.

We face risks and uncertainties related to our proposed acquisition of Investors and recently closed HSBC branch acquisition.

Uncertainty about the effect of the proposed acquisition of Investors and recently closed HSBC branch acquisition on personnel and customers may have an adverse effect on us.

These uncertainties may impair our ability to attract, retain, and motivate key personnel until the acquisitions are consummated and fully integrated and for a period of time thereafter, and could cause customers and others that deal with us to seek to change their existing business relationships with us.

Employee retention may be particularly challenging during the pendency and integration of the acquisitions, as employees may experience uncertainty about their roles with the Company following the acquisitions.

The Investors branches to be acquired by the Company have operated and, until the completion of the acquisition, will continue to operate independently.

The ultimate success of the Investors and HSBC branch acquisitions, including anticipated benefits and cost savings, among other things, will depend, in part, on our ability to successfully combine and integrate our and Investors’ businesses and HSBC’s branches in a manner that facilitates growth opportunities and realizes anticipated cost savings.

It is possible that the integration process could result in the loss of key employees, the loss of customers, the disruption of the companies' ongoing business, unexpected integration issues, higher than expected integration costs, and an integration process that takes longer than originally anticipated.

Also, if the Company experiences difficulties or delays with the integration process, the anticipated benefits of the acquisitions may not be realized fully, or at all.

The definitive agreement between the Company and Investors may be terminated in accordance with its terms.

The Investors acquisition agreement is subject to a number of conditions which need to be fulfilled in order to consummate the proposed acquisition.

These conditions include, among other things, the receipt of all required regulatory approvals, the absence of any order, injunction, or other legal restraint, subject to certain exceptions, the accuracy of representations and warranties under the Investors acquisition agreement, our and Investors’ performance of our and their respective obligations under the Investors acquisition agreement in all material aspects, and each of our and Investors’ receipt of a tax opinion to the effect that the acquisition will be

treated as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

The conditions to the closing of the Investors acquisition may not be fulfilled in a timely manner or at all, and accordingly, the acquisition may be delayed or may not be completed.

| [Financial [removed: Performance](#ic2af530308ff40e6bbd7c90761305ff3_61)] [added: Performance](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_52)] | | | | | | [removed: [39](#ic2af530308ff40e6bbd7c90761305ff3_61)] [added: [40](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_52)] | | |

| [Results of Operations - 2021 compared with [removed: 2020](#ic2af530308ff40e6bbd7c90761305ff3_64)] [added: 2020](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_76)] | | | | | | [removed: [41](#ic2af530308ff40e6bbd7c90761305ff3_64)] [added: [46](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_76)] | | |

| [Net Interest [removed: Income](#ic2af530308ff40e6bbd7c90761305ff3_67)] [added: Income](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_58)] | | | | | | [removed: [41](#ic2af530308ff40e6bbd7c90761305ff3_67)] [added: [41](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_58)] | | |

| [Noninterest [removed: Income](#ic2af530308ff40e6bbd7c90761305ff3_73)] [added: Income](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_61)] | | | | | | [removed: [44](#ic2af530308ff40e6bbd7c90761305ff3_73)] [added: [44](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_61)] | | |

| [Noninterest [removed: Expense](#ic2af530308ff40e6bbd7c90761305ff3_76)] [added: Expense](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_64)] | | | | | | [removed: [44](#ic2af530308ff40e6bbd7c90761305ff3_76)] [added: [44](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_64)] | | |

| [Provision for Credit [removed: Losses](#ic2af530308ff40e6bbd7c90761305ff3_79)] [added: Losses](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_67)] | | | | | | [removed: [44](#ic2af530308ff40e6bbd7c90761305ff3_79)] [added: [45](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_67)] | | |

| [Income Tax [removed: Expense](#ic2af530308ff40e6bbd7c90761305ff3_82)] [added: Expense](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_70)] | | | | | | [removed: [45](#ic2af530308ff40e6bbd7c90761305ff3_82)] [added: [45](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_70)] | | |

| [Business Operating [removed: Segments](#ic2af530308ff40e6bbd7c90761305ff3_85)] [added: Segments](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_73)] | | | | | | [removed: [45](#ic2af530308ff40e6bbd7c90761305ff3_85)] [added: [45](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_73)] | | |

[removed: | [Results of Operations - 2020] [added: RESULTS OF OPERATIONS — 2022] compared with [removed: 2019](#ic2af530308ff40e6bbd7c90761305ff3_88) | | | | | | [46](#ic2af530308ff40e6bbd7c90761305ff3_88) | | |][added: 2021]

| [Analysis of Financial [removed: Condition](#ic2af530308ff40e6bbd7c90761305ff3_91)] [added: Condition](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_79)] | | | | | | [removed: [47](#ic2af530308ff40e6bbd7c90761305ff3_91)] [added: [47](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_79)] | | |

| [Loans and [removed: Leases](#ic2af530308ff40e6bbd7c90761305ff3_100)] [added: Leases](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_85)] | | | | | | [removed: [48](#ic2af530308ff40e6bbd7c90761305ff3_100)] [added: [48](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_85)] | | |

| [Allowance for Credit Losses and Nonaccrual Loans and [removed: Leases](#ic2af530308ff40e6bbd7c90761305ff3_106)] [added: Leases](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_88)] | | | | | | [removed: [50](#ic2af530308ff40e6bbd7c90761305ff3_106)] [added: [50](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_88)] | | |

| [Borrowed [removed: Funds](#ic2af530308ff40e6bbd7c90761305ff3_118)] [added: Funds](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_94)] | | | | | | [removed: [56](#ic2af530308ff40e6bbd7c90761305ff3_118)] [added: [55](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_94)] | | |

| [Capital and Regulatory [removed: Matters](#ic2af530308ff40e6bbd7c90761305ff3_124)] [added: Matters](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_97)] | | | | | | [removed: [58](#ic2af530308ff40e6bbd7c90761305ff3_124)] [added: [56](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_97)] | | |

| [Critical Accounting [removed: Estimates](#ic2af530308ff40e6bbd7c90761305ff3_136)] [added: Estimates](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_103)] | | | | | | [removed: [65](#ic2af530308ff40e6bbd7c90761305ff3_136)] [added: [62](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_103)] | | |

| [Non-GAAP Financial Measures and [removed: Reconciliations](#ic2af530308ff40e6bbd7c90761305ff3_148)] [added: Reconciliations](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_115)] | | | | | | [removed: [77](#ic2af530308ff40e6bbd7c90761305ff3_148)] [added: [76](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_115)] | | |

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial [removed: institutions] [added: institutions,] with [removed: $188.4] [added: $226.7] billion in assets as of December 31, [removed: 2021.][added: 2022.]

Headquartered in Providence, Rhode Island, we offer a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large [removed: corporations,] [added: corporations] and institutions.

We help our customers reach their potential by listening to them and by understanding their needs [added: in order] to offer tailored advice, ideas and solutions.

In Consumer Banking, we provide an integrated experience that includes mobile and online banking, a [removed: 24/7] [added: full-service] customer contact [removed: center,] [added: center and] the convenience of approximately [removed: 3,000] [added: 3,400] ATMs and [removed: approximately 900] [added: more than 1,100] branches in [removed: 11] [added: 14] states [removed: in the New England, Mid-Atlantic,] and [removed: Midwest regions.][added: the District of Columbia.]

In Commercial Banking, we offer a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, [removed: mergers] [added: merger] and [removed: acquisitions,] [added: acquisition,] and debt and equity capital markets capabilities.

On [removed: July 28, 2021] [added: April 6, 2022,] Citizens [removed: entered into a definitive agreement and a plan] [added: completed the acquisition] of [removed: merger under which we will acquire] all [removed: of the] outstanding shares of Investors for a combination of stock and cash.

The acquisition [removed: of Investors] enhances Citizens’ banking franchise, adding an attractive middle market, small business and consumer customer base while building our physical presence in the [removed: northeast] [added: Mid-Atlantic region] with the addition of 154 branches located in the greater New York City and Philadelphia metropolitan areas and across New Jersey.

For [removed: more] [added: additional] information regarding these [removed: pending acquisitions,] [added: acquisitions] see Note [removed: 2 in Item 8.][added: 2.]

It should be read in conjunction with the Consolidated Financial Statements and Notes to [removed: the] Consolidated Financial Statements in Item 8, as well as other information contained in this document.

This document contains non-GAAP financial measures denoted as [removed: “Underlying,” “excluding PPP loans”, as well as other results excluding the impact of certain items.][added: “Underlying” results.]

In addition, we believe our Underlying results [removed: or results excluding the impact of certain items] in any given reporting period reflect our on-going financial performance [removed: and increase comparability of period-to-period results,] [added: in that period] and, accordingly, are useful to consider in addition to our GAAP financial results.

Non-GAAP financial measures have limitations as analytical [removed: tools,] [added: tools] and should not be considered in isolation or as a substitute for our results reported under GAAP.

Non-GAAP measures are denoted throughout our MD&A by the use of the term [removed: Underlying or identified as excluding the impact of certain items.][added: Underlying.]

[removed: In 2021, results] [added: Results] reflect [removed: $78 million of expenses, net] [added: notable items] of [removed: tax benefit,] [added: $352 million] or [removed: $0.18] [added: $0.74] per diluted common share, [removed: from notable items compared to $83 million of expenses,] net of tax benefit, [added: compared to $78 million] or [removed: $0.19] [added: $0.18] per diluted common share, [removed: from notable items] [added: net of tax benefit,] in [removed: 2020.][added: 2021.]

| [removed: Less: Notable items] | | | | | | [added: Less: notable items] | | | | | | | | | | | |

| [removed: Other notable items(1)] | | | [removed: 70] | | | [added: Less: notable items] | | | [removed: (18)] | | | | | | [removed: (52)] | | |

| [removed: Total notable] [added: Less: Notable] items | | | [removed: 105] | | | [removed: | | | (27)] [added: 262] | | | | | | [removed: (78)] [added: 105] | | |

| [added: Noninterest expense,] Underlying [removed: results] (non-GAAP) | | | [removed: $3,976 | | |] [added: F] | | | [removed: $685] [added: $4,630] | | | | | | [removed: $2,397] [added: $3,976] | | |

| | | | Year Ended December [removed: 31, 2020] [added: 31,] | | | | | | | | | | | | [added: Year Ended December 31,] | | | [added: | | | | | |]

| [removed: Other notable items(1) | | | 115] [added: Less: Notable items] | | | | | | [removed: (40)] [added: (31)] | | | | | | [removed: (75)] [added: —] | | |

| [removed: Total notable] [added: Less: Notable] items | | | [removed: 125] | | | [removed: | | | (42)] [added: (31)] | | | | | | [removed: (83)] [added: —] | | |

- Net income available to common stockholders [removed: of $2.2] [added: decreased $246 million to $2.0] billion [removed: increased $1.3 billion, or 132%,] compared to [removed: $950 million in 2020.][added: 2021.]

◦On an Underlying basis, which excludes notable items, [removed: 2021] net income available to common stockholders of $2.3 billion [added: was stable] compared [removed: with $1.0 billion in 2020.][added: to 2021.]

◦On an Underlying basis, the efficiency ratio of [removed: 59.8%] [added: 57.5%] compared to [removed: 56.0%] [added: 59.8%] in [removed: 2020 and ROTCE of 16.0% compared to 7.5%.][added: 2021.]

| [Introduction](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_49) | | | | | | [39](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_49) | | |

| [Securities](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_82) | | | | | | [47](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_82) | | |

| [Deposits](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_91) | | | | | | [55](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_91) | | |

| [Liquidity](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_100) | | | | | | [59](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_100) | | |

| [Accounting and Reporting Developments](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_106) | | | | | | [64](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_106) | | |

| [Risk Governance](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_109) | | | | | | [65](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_109) | | |

| [Market Risk](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_112) | | | | | | [67](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_112) | | |

On February 18, 2022, CBNA completed the acquisition of the HSBC East Coast branches and national online deposit business.

The transaction extends our physical presence and adds customers in several attractive markets, accelerating our national expansion strategy.

The transaction includes 66 branches in the New York City metropolitan area, 9 branches in the Mid-Atlantic/Washington D.C. area, and 5 branches in Southeast Florida.

On June 8, 2022, Citizens completed the acquisition of DH Capital, a private investment banking firm serving companies in the internet infrastructure, software, IT services and communications sectors.

This acquisition further strengthens our growing corporate advisory capabilities.

We further believe the presentation of Underlying results increases comparability of period-to-period results.

Net income decreased $246 million, with earnings per diluted common share down $1.06 to $4.10 compared to 2021.

| | | | Year Ended December 31, 2022 | | | | | | | | | | | | | | |

| (in millions) | | | Reported results (GAAP) | | | Integration related costs(1) | | | TOP and other(2) | | | Provision(3) | | | Underlying results (non-GAAP) | | |

| Provision (benefit) for credit losses | | | $474 | | | $— | | | $— | | | $169 | | | $305 | | |

| Noninterest income | | | 2,009 | | | (31) | | | — | | | — | | | 2,040 | | |

| Noninterest expense | | | 4,892 | | | 213 | | | 49 | | | — | | | 4,630 | | |

| Income tax expense | | | 582 | | | (58) | | | (9) | | | (43) | | | 692 | | |

| (in millions) | | | Reported results (GAAP) | | | Integration related costs(1) | | | TOP and other(2) | | | Provision | | | Underlying results (non-GAAP) | | |

| Provision (benefit) for credit losses | | | ($411) | | | $— | | | $— | | | $— | | | ($411) | | |

| Income tax expense | | | 658 | | | (9) | | | (18) | | | — | | | 685 | | |

(1) Includes integration related costs associated with acquisitions for the years ended December 31, 2022 and 2021, and mark-to-market losses on loans acquired from Investors classified as LHFS for the year ended December 31, 2022.

(2) Includes our TOP transformational and revenue and efficiency initiatives for the years ended December 31, 2022 and 2021, income tax impacts related to legacy tax matters for the year ended December 31, 2022, and a pension settlement charge and compensation-related credit for the year ended December 31, 2021.

(3) Includes the initial provision for credit losses of $169 million tied to the HSBC transaction and Investors acquisition.

As required by purchase accounting, a fair value mark for performing loans including both credit and interest rate components is recorded in addition to the provision for credit losses expense, thus the credit exposure has been “double counted”.

◦On an Underlying basis, earnings per diluted common share of $4.84 compared to $5.34 in 2021, driven primarily by $305 million in provision expense in 2022 versus a $411 million provision benefit in 2021.

- Total revenue increased $1.4 billion to $8.0 billion compared to 2021, driven by an increase of 33% in net interest income, including the impacts of the HSBC transaction and Investors acquisition.

- The efficiency ratio of 61.0% compared to 61.4% in 2021.

- ROTCE of 13.9% compared to 15.4% in 2021.

◦On an Underlying basis, ROTCE of 16.4% compared to 16.0%.

For additional information regarding our financial performance, see “—Results of Operations — 2022 compared with 2021” included in this report.

| Leases | | | 1,521 | | | 46 | | | 3.00 | | | | | | 1,742 | | | 49 | | | 2.79 | | | | | | (221) | | | 21 | | |

| Total commercial | | | 76,269 | | | 3,014 | | | 3.90 | | | | | | 59,769 | | | 1,828 | | | 3.02 | | | | | | 16,500 | | | 88 | | |

| Residential mortgages | | | 27,759 | | | 876 | | | 3.16 | | | | | | 20,636 | | | 613 | | | 2.97 | | | | | | 7,123 | | | 19 | | |

| Home Equity | | | 13,057 | | | 555 | | | 4.25 | | | | | | 11,901 | | | 370 | | | 3.11 | | | | | | 1,156 | | | 114 | | |

| Automobile | | | 13,729 | | | 507 | | | 3.69 | | | | | | 12,972 | | | 506 | | | 3.90 | | | | | | 757 | | | (21) | | |

| Other retail | | | 5,483 | | | 456 | | | 8.31 | | | | | | 5,607 | | | 400 | | | 7.15 | | | | | | (124) | | | 116 | | |

| Total retail | | | 73,075 | | | 2,954 | | | 4.04 | | | | | | 63,782 | | | 2,425 | | | 3.80 | | | | | | 9,293 | | | 24 | | |

| [Introduction](#ic2af530308ff40e6bbd7c90761305ff3_55) | | | | | | [38](#ic2af530308ff40e6bbd7c90761305ff3_55) | | |

| [Securities](#ic2af530308ff40e6bbd7c90761305ff3_94) | | | | | | [47](#ic2af530308ff40e6bbd7c90761305ff3_94) | | |

| [Deposits](#ic2af530308ff40e6bbd7c90761305ff3_112) | | | | | | [55](#ic2af530308ff40e6bbd7c90761305ff3_112) | | |

| [Liquidity](#ic2af530308ff40e6bbd7c90761305ff3_127) | | | | | | [62](#ic2af530308ff40e6bbd7c90761305ff3_127) | | |

| [Risk Governance](#ic2af530308ff40e6bbd7c90761305ff3_142) | | | | | | [67](#ic2af530308ff40e6bbd7c90761305ff3_142) | | |

| [Market Risk](#ic2af530308ff40e6bbd7c90761305ff3_145) | | | | | | [69](#ic2af530308ff40e6bbd7c90761305ff3_145) | | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Citizens Financial Group, Inc. \| 37 | | |

On May 26, 2021, CBNA entered into an agreement to acquire 80 East Coast branches and the national online deposit business from HSBC.

The HSBC branch acquisition provides an attractive entry into important metro markets and supports our national expansion strategy.

The acquisition closed on February 18, 2022.

The merger is expected to close in early second quarter 2022, subject to regulatory approvals and other customary closing conditions.

Net income of $2.3 billion increased 119% from 2020, with earnings per diluted common share of $5.16, up 132% from $2.22 per diluted common share for 2020.

ROTCE of 15.4% increased from 6.9% in 2020.

Improved results primarily reflect the impact of the COVID-19 pandemic and associated lockdowns during 2020, resulting in a significant ACL reserve build during 2020.

| (in millions) | | | Noninterest expense | | | | | | Income tax expense | | | | | | Net Income | | |

| Reported results (GAAP) | | | $4,081 | | | | | | $658 | | | | | | $2,319 | | |

| Total integration costs | | | 35 | | | | | | (9) | | | | | | (26) | | |

(1) Other notable items include a pension settlement charge and a compensation-related credit as well as our TOP 6 transformational and revenue and efficiency initiatives.

| Reported results (GAAP) | | | $3,991 | | | | | | $241 | | | | | | $1,057 | | |

| Total integration costs | | | 10 | | | | | | (2) | | | | | | (8) | | |

| Underlying results (non-GAAP) | | | $3,866 | | | | | | $283 | | | | | | $1,140 | | |

1) Other notable items include noninterest expense of $115 million related to our TOP 6 transformational and revenue and efficiency initiatives and an income tax benefit of $11 million related to an operational restructure and legacy tax matters.

◦On an Underlying basis, earnings per diluted common share of $5.34 compared to $2.41 in 2020.

- Total revenue of $6.6 billion decreased $258 million, or 4%, from 2020, driven by declines of 8% and 2% in noninterest income and net interest income, respectively.

◦Net interest income of $4.5 billion decreased 2% given a lower net interest margin, partially offset by 5% growth in interest-earning assets.

◦Net interest margin of 2.71% decreased 17 basis points from 2.88% in 2020, reflecting the impact of a lower rate environment, lower interest-earning asset yields and elevated cash balances, partly offset by improved funding mix and deposit pricing, and the benefit of accelerated PPP loan forgiveness.

–Net interest margin on a FTE basis of 2.72% decreased 17 basis points, compared to 2.89% in 2020.

–Average loans and leases of $123.6 billion decreased $1.0 billion, or 1%, from $124.5 billion in 2020, driven by a $3.3 billion decrease in commercial reflecting line of credit repayments and net payoffs, partially offset by an increase in PPP loans.

The decrease in commercial was partially offset by a $2.3 billion increase in retail given growth in education, residential

mortgage and automobile, partially offset by planned run-off of personal unsecured installment loans and a decrease in home equity.

–Period-end loans increased $5.1 billion, or 4%, from 2020, reflecting 9% growth in retail and a 1% decline in commercial.

–Average deposits of $150.5 billion increased $11.7 billion, or 8%, from $138.7 billion in 2020, reflecting an increase in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits.

–Period-end deposit growth of $7.2 billion, or 5%, from 2020, reflecting elevated liquidity tied to government stimulus associated with the COVID-19 disruption.

◦Noninterest income of $2.1 billion decreased $184 million, or 8%, from 2020, driven by a decline in mortgage banking fees partially offset by improved capital markets fees, trust and investment services fees, letter of credit and loan fees, card fees and service charges and fees.

- Noninterest expense of $4.1 billion was stable compared to 2020.

◦On an Underlying basis, noninterest expense increased 3% from 2020, reflecting higher salaries and employee benefits, outside services and equipment and software, partially offset by a decrease in other operating expense.

- The efficiency ratio of 61.4% compared to 57.8% in 2020, and ROTCE of 15.4% compared to 6.9%.

- Credit provision benefit of $411 million compares with a $1.6 billion credit provision expense in 2020, reflecting strong credit performance across the retail and commercial loan portfolios and improvement in the economy.

Quantitative and qualitative disclosures about market risk are presented in the “Market Risk” section of Part II, Item 7 [removed: — Management’s Discussion] and [removed: Analysis of Financial Condition and Results of Operations] is incorporated herein by reference.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 79] [added: 78] | | |

We offer a broad range of retail and commercial banking products and services to [removed: more than five million] individuals, small businesses, middle-market companies, large corporations and institutions.

Our products and services are offered through [removed: approximately 900] [added: more than 1,100] branches in [removed: 11] [added: 14] states [removed: in the New England, Mid-Atlantic] and [removed: Midwest regions] [added: the District of Columbia] and [removed: 114] [added: 123] retail and commercial non-branch offices, though certain lines of business serve national markets.

At December 31, [removed: 2021,] [added: 2022,] we had total assets of [removed: $188.4] [added: $226.7] billion, total deposits of [removed: $154.4] [added: $180.7] billion and total stockholders’ equity of [removed: $23.4] [added: $23.7] billion.

We are a [removed: bank holding company] [added: BHC] incorporated under Delaware state law in 1984 and [removed: whose] [added: our] primary federal regulator is the FRB.

Consumer Banking serves retail customers and small businesses with annual revenues of up to $25 million, with products and services that include deposit products, mortgage and home equity lending, credit cards, business loans, wealth management and investment services largely across our [removed: 11-state] [added: 14-state] traditional banking footprint.

Consumer Banking operates a multi-channel distribution network with a workforce of approximately [removed: 4,500] [added: 5,780] branch colleagues, approximately [removed: 900] [added: 1,100] branches, including [removed: 248] [added: 220] in-store locations, and approximately [removed: 3,000] [added: 3,400] ATMs.

Our network includes approximately [removed: 1,340] [added: 1,250] specialists covering lending, savings and investment needs as well as a broad range of small business products and services.

Commercial Real Estate provides financing for projects primarily in the [removed: office,] multi-family, [added: co-op, office,] industrial, retail, healthcare and hospitality sectors.

Corporate Finance & Capital Markets [removed: serve] [added: serves] clients through key product groups including Corporate Finance, Capital Markets, and Global Markets.

The Treasury Solutions product group supports Commercial Banking and certain small business clients with treasury management solutions, including domestic and international products and services related to receivables, payables, information reporting and liquidity [removed: management] [added: management,] as well as commercial credit cards and trade finance.

We strive to understand [removed: customers] [added: customer] and client needs, so we can tailor advice and solutions to help make them more successful.

*Maintain a high-performing, customer-centric organization:* We continually strive to enhance our “customer-first” culture [removed: in order] [added: by emphasizing the “voice of the customer”] to deliver the best possible banking experience.

[removed: We] [added: In addition, we] are taking talent management to the next level, with a goal of attracting, developing and retaining great people, while ensuring strong leadership, teamwork, and a sense of empowerment, accountability and urgency.

*Develop differentiated value propositions to acquire, deepen, and retain core customer segments:* Our focus is on [removed: certain] [added: select] customer segments where we believe we are well positioned to compete.

In Consumer Banking, we focus on serving mass affluent and affluent [removed: customers] [added: customers,] and small [removed: businesses.][added: businesses customers nationally.]

[added: By developing] differentiated and targeted value propositions, building our fee-based businesses and developing innovative solutions, we believe we can attract new customers, deepen relationships with existing customers and deliver an enhanced customer experience.

*Build excellent capabilities designed to help us stand out from competitors:* [removed: Across our businesses, we] [added: We] strive to deliver seamless, multi-channel experiences that allow customers to interact with us when, where and how they choose.

We are enhancing capabilities in key areas including [added: consumer lending,] wealth, [removed: point of sale,] capital [removed: markets, treasury solutions] [added: markets] and payments.

*Prudently grow and optimize our balance sheet:* We operate with a strong balance sheet with regard to [removed: capital, liquidity] [added: capital] and [removed: funding,] [added: liquidity,] coupled with a well-defined and prudent risk appetite.

We continue to focus on thoughtfully growing our balance sheet [removed: and strive to generate attractive risk-adjusted returns] by actively managing capital and resource [removed: allocation decisions through balance sheet optimization initiatives.][added: allocations towards relationships-oriented growth to generate attractive risk-adjusted returns.]

Our goal is to be good stewards of our [removed: resources,] [added: resources] and [removed: we] continue to rigorously evaluate our execution.

[removed: *Modernize our technology and operational models to improve delivery, organizational agility and speed to market:*] We [removed: are continuing to modernize and strengthen our technology capabilities and] have deployed and scaled an agile operating model [removed: consisting of over 250 cross-functional pods] to improve our speed-to-market, deliver innovative products and [removed: services,] [added: services and] strengthen collaboration across [removed: teams, and meet financial objectives.][added: teams.]

Our branch footprint is [added: predominantly] in the New England, Mid-Atlantic and Midwest regions, though certain lines of business serve national markets.

In Commercial Banking, there is [removed: intense] competition for quality loan originations from traditional banking institutions, particularly large regional banks, as well as commercial finance companies, leasing companies, other non-bank lenders, [added: and] institutional investors including collateralized loan obligation managers, hedge funds and private equity firms.

Our [removed: ultimate] goal is to create an environment where colleagues can thrive [added: personally] and [added: professionally and can] maximize their potential.

As of December 31, [removed: 2021,] [added: 2022,] Citizens and its subsidiaries had [removed: 17,463] [added: 18,889] full-time equivalent employees, primarily across New England and the Mid-Atlantic.

Our Board [added: of Directors] and the Compensation and Human Resources Committee [removed: provide oversight of] [added: are responsible for overseeing] our human capital [removed: strategy and programs,] [added: management strategy,] with senior management providing regular updates [removed: on human capital matters] to facilitate that oversight.

[removed: Health] [added: Health, Well-Being,] and [removed: Well-being][added: Workplace Flexibility]

We [removed: are committed to supporting] [added: prioritize] the health and well-being of our colleagues and their loved ones.

We [removed: are committed to building deep partnerships with our customers, colleagues, and communities while fostering] [added: foster] a culture where all stakeholders feel respected, [removed: valued] [added: valued,] and heard.

[removed: - Empowerment of our six business resource groups,] Citizens [added: BRGs include Citizens] WIN (Women’s Impact Network), Citizens Elev8 (Rising Professionals), Prism (Multicultural), Citizens Pride [removed: (LGBTQ),] [added: (LGBTQ+),] Citizens [removed: Veterans] [added: Veterans,] and Citizens Awake (Disability Awareness).

[removed: For more information about our DE&I efforts, including] [added: More detail regarding] our workforce [removed: demographics, please see] [added: demographics can be found on] our website and [added: in our] Corporate Responsibility Report.

We strive to compensate our colleagues fairly based on market data, [removed: experience] [added: experience,] and performance, and we compare our compensation to other companies in our peer group as well as others in the financial services industry.

We engage an independent third-party expert [removed: consulting] firm to conduct an annual pay equity [removed: analysis to ensure equal pay is received for equal work throughout our organization,] [added: analysis,] accounting for factors that appropriately explain differences in pay such as [removed: performance, time in role,] [added: performance] and experience.

Additional information about this [removed: analysis] [added: analysis, including our most recent results,] can be found on our website and in our Corporate Responsibility Report.

[removed: We support a] [added: Our] culture [added: is one] of continuous learning, which we believe is crucial for colleagues to [removed: build the skills necessary to] thrive as part of our organization and to feel a sense of accomplishment and purpose.

Through our [removed: programs] [added: development programs,] we aim to equip colleagues with the skills necessary to [removed: not only] excel in their current [removed: roles, but] [added: roles and] to build competencies that will enable them to be highly valuable contributors in the future.

As part of our [removed: continuous] [added: ongoing] efforts to [added: develop a high performing workforce and] make Citizens a great place to [added: work and] build a career, we [removed: use] [added: have used] McKinsey & Company’s Organizational Health Index (“OHI”) [removed: survey] [added: since our 2014 initial public offering] to understand colleagues’ viewpoints about [removed: the Company] [added: Citizens] on a [removed: wide] range of [removed: factors.][added: topics.]

[removed: We use the] [added: OHI] results [removed: of this survey] [added: are used] to refine our focus, address [removed: any gaps] [added: gaps,] and strengthen [removed: our] efforts to improve our organizational effectiveness and colleague experience.

Investors have begun to consider how corporations are addressing [removed: environmental, social and governance] [added: ESG] matters [removed: (“ESG”), commonly known as “ESG matters,”] when making investment decisions.

We are integrating recent transactions in the NYC Metro market area and are improving the productivity of those acquired branches and deepening relationships with those customers.

Our TOP 7 program was completed in 2022, and we are launching a TOP 8 program to allow us to continue to self-fund investments.

*Modernize our technology and operational models to improve delivery, organizational agility and speed to market:* We are continuing to modernize our technology environment by strengthening our infrastructure and migrating applications to the cloud.

Leadership, Talent Development, and Talent Acquisition and Mobility

Our leaders are the catalysts to achieve the culture we want to foster.

During 2022, we conducted a detailed assessment of the current state of our culture and leadership to inform future areas of focus.

As we continue to prepare colleagues for the future, we are building capabilities by upskilling and reskilling colleagues to support new ways of working and operating models.

We offer programs that include technical and skills-based programs as well as resources aligned with our leadership competencies.

To deepen critical skills, we have expanded our learning academies focusing on Innovation, Agile, Next Gen Tech, Banking and Credit, and Data & Analytics.

We continue to expand recruiting efforts across the different levels of the organization, with the goal of building a strong pipeline of future leaders.

This includes strengthening opportunities for internal mobility within Citizens through rotational programs and our academies, as well as external partnerships to support our ability to hire critical talent in areas such as technology, digital, cyber, marketing and data.

Since our inaugural survey, our overall OHI score has increased nearly 20 points to 77 in 2022 and is now within the first quartile of McKinsey’s global benchmarks.

The results of our OHI surveys have been instrumental in helping management prioritize areas of change that are most important to colleagues.

In 2023, we are transitioning to a new listening platform, which will include a colleague survey tool aimed at providing additional insights as we continue to evolve our strategy and culture.

Our DE&I strategy is focused on creating an environment of inclusion and belonging, building a more diverse workforce and evaluating the effectiveness of our initiatives.

We are committed to increasing the representation of women and people of color, particularly in leadership roles.

To that end, we have continued to develop strong partnerships with business and community organizations to help identify qualified diverse candidates for roles within every segment of our organization.

In addition, through our diverse hiring commitment, we aim to have at least 50% of candidates interviewed for mid-to-senior openings be women or people of color.

Internal diversity scorecards are used to measure our progress across multiple DE&I metrics.

As of December 31, 2022, approximately 58% of our colleagues were women and approximately 32% were people of color.

In addition, approximately 31% of the members of our Board of Directors are women and approximately 15% are people of color.

Development programs are designed to build a strong pipeline of diverse emerging talent internally.

Development efforts have been effective in increasing the number of women and people of color considered “ready now” succession candidates.

We also partner with external organizations to offer additional resources for reskilling and upskilling diverse colleagues.

We also offer education programs focused on embedding inclusive behaviors in our culture to all colleagues.

We require all colleagues to attend inclusion training and there is additional targeted inclusion training specifically for colleagues in manager roles.

We use various resources to understand what drives a sense of inclusion and belonging and to identify what actions will be effective in attracting and retaining diverse colleagues.

Analytics are used to help prioritize initiatives, including answers to OHI survey items, which we segment by various colleague populations to provide additional insights.

In addition, we have seven business resource groups (“BRGs”), which are an extension of the business and are integral to identifying and formulating solutions to DE&I issues that are most important to customers, colleagues, and the community.

In 2023, we launched an additional BRG, Caring for Citizens (Caregivers).

Each BRG is sponsored by a member of the executive team and, as of December 31, 2022, approximately 3,200 colleagues belonged to at least one BRG.

Our benefit programs are designed to support colleagues’ physical, mental, and financial well-being and we have added several resources in recent years, including additional mental and emotional health resources and emergency back-up child and adult care.

We also recently enhanced our Parental Leave Policy to six weeks of paid time off for all permanent colleagues who become parents; birth mothers are eligible for an additional 10 weeks, for a total of 16 weeks.

We added an ESG fund to our 401(k) plan investment options and there were no increases to colleague premiums, co-pays or deductibles for medical, dental, and vision coverage for 2023 in recognition of the impact of inflation on colleagues.

We implemented a return to office strategy which incorporates flexibility for colleagues.

As part of that strategy, non-branch roles have been assigned to various categories including fully remote, hybrid, or fully in the office, based on the responsibilities of each role.

This approach has allowed us to balance colleague flexibility with in-person collaboration, which we believe is key to maintaining our Company values and culture.

In 2022, we published our fifth annual Corporate Responsibility Report and completed the CDP’s Climate Change Questionnaire for the seventh time.

We also issued our inaugural Task Force on Climate-related Financial Disclosures (“TCFD”) report and expanded our climate commitment by:

- joining the Partnership for Carbon Accounting Financials (“PCAF”), a collaboration among worldwide financial institutions working to develop and implement a harmonized approach to assess and disclose greenhouse gas (“GHG”) emissions associated with loans and investments;

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We believe our strong retail deposit market share in our core regions, which have relatively diverse economies and affluent demographics, is a competitive advantage.

As of June 30, 2021, we ranked in the top three by deposit market share in the New England region and ranked in the top five in eight of our ten principal Metropolitan Statistical Areas.(1)

(1) According to SNL Financial.

By developing

Our multi-year TOP 6 program is complete and we launched a TOP 7 program focused on improving efficiency in 2022.

Delivering well for stakeholders through the pandemic

The coronavirus pandemic and resulting reactions, such as lockdowns, safety protocols, unprecedented government measures to shore up the economy and drastic changes to daily life have been unique and remarkable.

These stresses have required a new level of resilience and adaptability and we have risen to meet these challenges so we can do more for our customers, communities, colleagues, and shareholders.

For our customers, communities and colleagues, we continued to provide support, advice and guidance during a time of tremendous need.

Our Consumer Banking business has provided vital branch services safely and with minimal disruption and has offered loan forbearance to customers.

Our Commercial Banking team has worked with clients on loan modifications and securing additional liquidity, while maintaining top-of-peer satisfaction ratings.

For our communities, we are focused on promoting social equity and advancing economic opportunity in underserved communities.

For our colleagues, our commitment to their wellness, including physical, financial, and mental wellness, has continued to be a central focus during the COVID-19 disruption.

Our TOP 6 Program is complete despite the pandemic and was expanded with significant new efficiency-focused initiatives, such as the digitization of customer interactions and operations, as well as other initiatives for a post-COVID-19 environment.

These digitization efforts include increasing adoption of digital applications, data analytics, artificial intelligence and machine learning, cloud software, Citizens Access® enhancements and more remote services that compound and expand the customer experience and position us well for future top-line growth.

We will continue to serve our stakeholders through this crisis and beyond, backed by our strong financial position that enables us to deliver in meaningful ways.

We offer a competitive and comprehensive benefits program, which was complemented with several additional elements during 2020 to support colleagues’ physical, financial and mental wellness during the pandemic.

Those programs included additional paid time off to address personal circumstances and for COVID-19 quarantine and recovery, mental health and parental resources, and modifications to select compensation programs to take into consideration decreased production at the onset of the crisis.

We continuously evaluate our programs and, in 2021, implemented additional mental and emotional health resources as well as emergency back-up child and adult care in order to help alleviate the stress associated with unexpected circumstances.

In addition, in early 2022 we paid our branch colleagues a $500 bonus to recognize their continued dedication to serving our customers.

Our commitment to colleague health and well-being has also driven our return to office strategy.

While our branch staff have been serving customers in-person throughout the COVID-19 pandemic, we have implemented a gradual return to office strategy for non-branch colleagues which incorporates flexibility for colleagues based on their unique needs.

We also continue to implement heightened protocols in our branches and other work locations.

Our DE&I strategy is focused on increasing diverse representation in our workforce (particularly in leadership roles), developing a diverse talent pipeline, embedding DE&I capabilities and inclusive behaviors in our culture, and facilitating access to capital.

Some key elements of our DE&I strategy include the following:

- Continued execution of various initiatives funded through our $10 million social equity commitment and our $500 million commitment to incremental financing and capital for small businesses, housing, and other developments in predominantly minority communities, as well as pivoting our community efforts to support our social equity goals;

- Introduction of diversity scorecards for senior leaders to increase transparency and accountability, which are reviewed quarterly to track progress, identify any roadblocks, and ensure development plans are fully executed for diverse groups;

- Recent expansion of our diverse hire commitment, through which at least 50% of candidates interviewed for senior roles must be diverse, and the development of strong partnerships with community organizations to help identify qualified diverse candidates;

- Development programs that are specifically curated to build a strong pipeline of diverse emerging talent internally and the recent launch of required inclusion training for all colleagues; and

The members of these business resource groups serve as cultural and community ambassadors and play an important role in advancing our business strategy and informing the DE&I agenda.

Colleague Growth and Development

Our comprehensive development and training programs include technical and skills-based programs as well as resources aligned with our leadership competencies and have been designed to be easily accessible and utilized by colleagues through the use of technology, social networking, and immersive new career experiences.

In 2021, we maintained our strong overall OHI score despite the competitive talent market and had our highest response rate to date.

The OHI survey includes several questions focused on DE&I and the responses to these questions by various diverse

colleague segments are reviewed in order to understand where action may be necessary to further inclusion efforts.

As of December 31, 2021, we were invested in approximately $429 million in renewable energy projects.

We launched a Green deposits program allowing corporate clients to direct their cash reserves toward companies and projects that are expected to create a positive environmental impact.

As of December 31, 2021, there was $107 million on deposit in this program.

[removed: ][added: ]

The aggregate market value of voting stock held by [removed: nonaffiliates] [added: non-affiliates] of the [removed: Registrant] [added: registrant] was [removed: 19,475,179,748] [added: $17,591,222,864] (based on the June 30, [removed: 2021] [added: 2022] closing price of Citizens Financial Group, Inc. common shares of [removed: $45.87] [added: $35.69] as reported on the New York Stock Exchange).

There were [removed: 422,141,584] [added: 484,106,460] shares of [removed: Registrant’s] [added: the registrant’s] common stock ($0.01 par value) outstanding on January [removed: 28, 2022.][added: 31, 2023.]

Portions of Citizens Financial Group, Inc.’s proxy statement to be filed with the United States Securities and Exchange Commission in connection with Citizens Financial Group, Inc.’s [removed: 2022] [added: 2023] annual meeting of stockholders (the “Proxy Statement”) are incorporated by reference into Part III hereof.

Such Proxy Statement will be filed within 120 days of Citizens Financial Group, Inc.’s fiscal year ended December 31, [removed: 2021.][added: 2022.]

| | | | [removed: ] [added: ] | | | | | | | | | | | |

| | | | [Glossary of Acronyms and [removed: Terms](#ic2af530308ff40e6bbd7c90761305ff3_10)] [added: Terms](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_10)] | | | | | | [removed: [2](#ic2af530308ff40e6bbd7c90761305ff3_10)] [added: [2](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_10)] | | | | | |

| | | | [Forward-looking [removed: Statements](#ic2af530308ff40e6bbd7c90761305ff3_13)] [added: Statements](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_13)] | | | | | | [removed: [5](#ic2af530308ff40e6bbd7c90761305ff3_13)] [added: [5](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_13)] | | | | | |

| | | | [removed: Part I.] [added: [Part I.](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_16)] | | | | | | | | | | | |

| | | | [removed: Item] [added: [Item] 1. [removed: Business] [added: Business](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_19)] | | | | | | [removed: [6](#ic2af530308ff40e6bbd7c90761305ff3_19)] [added: [6](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_19)] | | | | | |

| | | | [Item 1A. Risk [removed: Factors](#ic2af530308ff40e6bbd7c90761305ff3_25)] [added: Factors](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_22)] | | | | | | [removed: [21](#ic2af530308ff40e6bbd7c90761305ff3_25)] [added: [20](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_22)] | | | | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#ic2af530308ff40e6bbd7c90761305ff3_28)] [added: Comments](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_25)] | | | | | | [removed: [35](#ic2af530308ff40e6bbd7c90761305ff3_28)] [added: [35](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_25)] | | | | | |

| | | | [removed: Item] [added: [Item] 2. [removed: Properties] [added: Properties](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_28)] | | | | | | [removed: [35](#ic2af530308ff40e6bbd7c90761305ff3_31)] [added: [35](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_28)] | | | | | |

| | | | [removed: Item] [added: [Item] 3. Legal [removed: Proceedings] [added: Proceedings](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_31)] | | | | | | [removed: [35](#ic2af530308ff40e6bbd7c90761305ff3_34)] [added: [35](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_31)] | | | | | |

| | | | [removed: Item] [added: [Item] 4. Mine Safety [removed: Disclosures] [added: Disclosures](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_34)] | | | | | | [removed: [35](#ic2af530308ff40e6bbd7c90761305ff3_37)] [added: [35](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_34)] | | | | | |

| | | | [removed: Item] [added: [Item] 5. Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities] [added: Securities](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_40)] | | | | | | [removed: [35](#ic2af530308ff40e6bbd7c90761305ff3_43)] [added: [35](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_40)] | | | | | |

| | | | [Item 6. [removed: Reserved](#ic2af530308ff40e6bbd7c90761305ff3_2761)] [added: Reserved](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_43)] | | | | | | [removed: [36](#ic2af530308ff40e6bbd7c90761305ff3_2761)] [added: [37](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_43)] | | | | | |

| | | | [removed: Item] [added: [Item] 7. [removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_46)] | | | | | | [removed: [37](#ic2af530308ff40e6bbd7c90761305ff3_52)] [added: [38](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_46)] | | | | | |

| | | | [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#ic2af530308ff40e6bbd7c90761305ff3_151)] [added: Risk](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_118)] | | | | | | [removed: [79](#ic2af530308ff40e6bbd7c90761305ff3_151)] [added: [78](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_118)] | | | | | |

| | | | [removed: Item] [added: [Item] 8. Financial Statements and Supplementary [removed: Data] [added: Data](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_121)] | | | | | | [removed: [80](#ic2af530308ff40e6bbd7c90761305ff3_154)] [added: [79](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_121)] | | | | | |

| | | | [Consolidated Balance [removed: Sheets](#ic2af530308ff40e6bbd7c90761305ff3_166)] [added: Sheets](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_133)] | | | | | | [removed: [86](#ic2af530308ff40e6bbd7c90761305ff3_166)] [added: [86](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_133)] | | | | | |

| | | | [Consolidated Statements of [removed: Operations](#ic2af530308ff40e6bbd7c90761305ff3_169)] [added: Operations](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_136)] | | | | | | [removed: [87](#ic2af530308ff40e6bbd7c90761305ff3_169)] [added: [87](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_136)] | | | | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#ic2af530308ff40e6bbd7c90761305ff3_172)] [added: Income](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_139)] | | | | | | [removed: [88](#ic2af530308ff40e6bbd7c90761305ff3_172)] [added: [88](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_139)] | | | | | |

| | | | [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#ic2af530308ff40e6bbd7c90761305ff3_175)] [added: Equity](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_142)] | | | | | | [removed: [89](#ic2af530308ff40e6bbd7c90761305ff3_175)] [added: [89](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_142)] | | | | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#ic2af530308ff40e6bbd7c90761305ff3_8246337211095)] [added: Flows](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_145)] | | | | | | [removed: [90](#ic2af530308ff40e6bbd7c90761305ff3_8246337211095)] [added: [90](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_145)] | | | | | |

| | | | [removed: Notes] [added: [Notes] to [removed: the] Consolidated Financial [removed: Statements] [added: Statements](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_148)] | | | | | | [removed: [91](#ic2af530308ff40e6bbd7c90761305ff3_181)] [added: [92](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_148)] | | | | | |

| | | | [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ic2af530308ff40e6bbd7c90761305ff3_289)] [added: Disclosure](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_247)] | | | | | | [removed: [151](#ic2af530308ff40e6bbd7c90761305ff3_289)] [added: [153](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_247)] | | | | | |

| | | | [Item 9A. Controls and [removed: Procedures](#ic2af530308ff40e6bbd7c90761305ff3_292)] [added: Procedures](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_250)] | | | | | | [removed: [151](#ic2af530308ff40e6bbd7c90761305ff3_292)] [added: [154](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_250)] | | | | | |

| | | | [Item 9B. Other [removed: Information](#ic2af530308ff40e6bbd7c90761305ff3_295)] [added: Information](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_253)] | | | | | | [removed: [151](#ic2af530308ff40e6bbd7c90761305ff3_295)] [added: [154](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_253)] | | | | | |

| | | | [Item [removed: 9C.](#ic2af530308ff40e6bbd7c90761305ff3_2733) [](#ic2af530308ff40e6bbd7c90761305ff3_2733)[Disclosure] [added: 9C. Disclosure] Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic2af530308ff40e6bbd7c90761305ff3_2733)] [added: Inspections](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_256)] | | | | | | [removed: [151](#ic2af530308ff40e6bbd7c90761305ff3_2733)] [added: [154](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_256)] | | | | | |

| | | | [removed: Part III.] [added: [Part III.](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_259)] | | | | | | | | | | | |

| | | | [removed: Item] [added: [Item] 10. Directors, Executive Officers and Corporate [removed: Governance] [added: Governance](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_262)] | | | | | | [removed: [151](#ic2af530308ff40e6bbd7c90761305ff3_301)] [added: [155](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_262)] | | | | | |

| | | | [removed: Item] [added: [Item] 11. Executive [removed: Compensation] [added: Compensation](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_265)] | | | | | | [removed: [152](#ic2af530308ff40e6bbd7c90761305ff3_307)] [added: [155](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_265)] | | | | | |

| | | | [removed: Item] [added: [Item] 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters] [added: Matters](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_268)] | | | | | | [removed: [152](#ic2af530308ff40e6bbd7c90761305ff3_310)] [added: [155](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_268)] | | | | | |

| | | | [removed: Item] [added: [Item] 13. Certain Relationships and Related Transactions, and Director [removed: Independence] [added: Independence](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_271)] | | | | | | [removed: [152](#ic2af530308ff40e6bbd7c90761305ff3_313)] [added: [155](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_271)] | | | | | |

| | | | [removed: Item] [added: [Item] 14. Principal Accountant Fees and [removed: Services] [added: Services](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_274)] | | | | | | [removed: [152](#ic2af530308ff40e6bbd7c90761305ff3_316)] [added: [156](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_274)] | | | | | |

| | | | [removed: Part IV.] [added: [Part IV.](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_277)] | | | | | | | | | | | |

| | | | [removed: Item] [added: [Item] 15. Exhibits and Financial Statement [removed: Schedules] [added: Schedules](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_280)] | | | | | | [removed: [152](#ic2af530308ff40e6bbd7c90761305ff3_322)] [added: [156](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_280)] | | | | | |

| | | | [Item 16. Form 10-K [removed: Summary](#ic2af530308ff40e6bbd7c90761305ff3_325)] [added: Summary](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_283)] | | | | | | [removed: [156](#ic2af530308ff40e6bbd7c90761305ff3_325)] [added: [159](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_283)] | | | | | |

| CARES Act | | | | | | [removed: The] Coronavirus Aid, Relief, and Economic Security Act | | |

December 31, 2022

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [Signatures](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_286) | | | | | | [160](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_286) | | | | | |

| BHC | | | | | | Bank Holding Company | | |

| DH Capital | | | | | | DH Capital, LLC | | |

| ESG | | | | | | Environmental, Social, and Governance | | |

| Federal Banking Regulators | | | | | | Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation and Office of the Comptroller of the Currency | | |

| FHC | | | | | | Financial Holding Company | | |

| PCD | | | | | | Purchased Credit Deteriorated | | |

| TOP | | | | | | Tapping Our Potential | | |

- The effects of geopolitical instability, including as a result of Russia’s invasion of Ukraine and the imposition of sanctions on Russia and other actions in response, on economic and market conditions, inflationary pressures and the interest rate environment, commodity price and foreign exchange rate volatility, and heightened cybersecurity risks;

- Environmental risks, such as physical or transitional risks associated with climate change, and social and governance risks, that could adversely affect our reputation, operations, business, and customers;

December 31, 2021

| | | | Signatures | | | | | | [157](#ic2af530308ff40e6bbd7c90761305ff3_328) | | | | | |

| Acquisitions | | | | | | Refers to acquisitions including Willamette Management Associates, Inc. and JMP Group LLC | | |

| Elevated cash | | | | | | Cash above targeted operating levels | | |

| GRI | | | | | | Global Reporting Initiative | | |

| Investors acquisition agreement | | | | | | Citizens’ agreement and plan of merger, dated July 28, 2021, with Investors Bancorp, Inc. | | |

| MBS | | | | | | Mortgage-Backed Securities | | |

| SASB | | | | | | Sustainability Accounting Standards Board | | |

| Willamette | | | | | | Willamette Management Associates, Inc. | | |

Statements regarding potential future share repurchases and future dividends as well as the potential effects of the COVID-19 disruption on our business, operations, financial performance and prospects, are forward-looking statements.

- The COVID-19 disruption and its effects on the economic and business environments in which we operate;

- An inability to complete the Investors acquisition, or changes in the current anticipated timeframe, terms or manner of such acquisition;

- Greater than expected costs or other difficulties related to the integration of our business and that of Investors and the relevant HSBC branches;

- The inability to retain existing Investors or HSBC clients and employees following the closing of the Investors and HSBC branch acquisitions;

- The occurrence of any event change or other circumstance that could give rise to the right of one or both parties to terminate the agreement to acquire Investors; and

Further, statements about the effects of the COVID-19 disruption on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us.

Statements about the Investors and HSBC branch acquisitions also constitute forward-looking statements and are subject to the risk that actual results could be materially different from those expressed in those statements, including if the Investors transaction is not consummated in a timely manner or at all, or if integration of the acquisitions is more costly or difficult than expected.

At December 31, [removed: 2021,] [added: 2022,] our subsidiaries owned and operated a total of [removed: 37] [added: 59] facilities and leased an additional [removed: 1,123] [added: 1,293] facilities.

Our common stock is traded on the New York Stock Exchange under the symbol “CFG.” As of January [removed: 28, 2022,] [added: 31, 2023,] our common stock was owned by [removed: nine] [added: 7,306] holders of record (including Cede & Co.) and approximately [removed: 384,000] [added: 525,000] beneficial shareholders whose shares were held in “street name” through a broker or bank.

The following graph compares the cumulative total stockholder returns for our performance during the five-year period ended December 31, [removed: 2021] [added: 2022] relative to the performance of the Standard & Poor’s 500® index, a commonly referenced U.S. equity benchmark consisting of leading companies from diverse economic sectors; the KBW Nasdaq Bank Index (“BKX”), composed of 24 leading national money centers, regional banks and thrifts; and a group of other banks that constitute our peer regional [removed: banks (i.e., Comerica, Fifth Third, KeyCorp, M&T, PNC, Regions, Truist, Huntington and U.S. Bancorp).][added: banks.]

The graph assumes a $100 investment at the closing price on December 31, [removed: 2016] [added: 2017] in each of CFG common stock, the S&P 500 index, the BKX and the peer market-capitalization [added: weighted average and assumes all dividends were reinvested on the date paid.]

[removed: ][added: ]

| | | | [added: 12/31/2022 | | |] 12/31/2021 | | | 12/31/2020 | | | 12/31/2019 | | | 12/31/2018 | | | 12/31/2017 | | | [removed: 12/31/2016 | | |]

| KBW BKX Index | | | [removed: 165] [added: 109] | | | [removed: 119] [added: 139] | | | [removed: 133] [added: 100] | | | [removed: 98] [added: 112] | | | [removed: 119] [added: 82] | | | 100 | | |

Details of the repurchases of the Company’s common stock during the three months ended December 31, [removed: 2021] [added: 2022] are included below:

| Period | | | Total Number of Shares [removed: Repurchased] [added: Repurchased(1)] | | | [removed: Weighted Average] [added: Average] Price Paid Per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs(1)] [added: Programs(2)] | | | Maximum Dollar Amount of Shares That May Yet Be Purchased [removed: As] [added: as] Part of Publicly Announced Plans or [removed: Programs(1)] [added: Programs(2)] | | |

[removed: This share repurchase plan allowed for] [added: Common stock] share repurchases [removed: that] may be executed in the open market or in privately negotiated transactions, including under Rule 10b5-1 [removed: plans.][added: plans and accelerated share repurchase and other structured transactions.]

The timing and exact amount of future share repurchases will be subject to various factors, including the Company’s capital position, financial [removed: performance and] [added: performance, capital impacts of strategic initiatives,] market [removed: conditions.][added: conditions, receipt of required regulatory approvals and other regulatory considerations.]

| CFG | | | $114 | | | $132 | | | $96 | | | $103 | | | $73 | | | $100 | | |

| S&P 500 Index | | | 157 | | | 191 | | | 149 | | | 126 | | | 96 | | | 100 | | |

| Peer Regional Bank Average | | | 113 | | | 137 | | | 102 | | | 114 | | | 85 | | | 100 | | |

| October 1, 2022 - October 31, 2022 | | | 3,366,139 | | | $40.18 | | | 3,360,569 | | | $864,930,346 | | |

| November 1, 2022 - November 30, 2022 | | | 5,597 | | | $39.49 | | | — | | | $864,930,346 | | |

| December 1, 2022 - December 31, 2022 | | | 373,120 | | | $40.02 | | | 371,471 | | | $850,000,000 | | |

(1) Includes shares repurchased to satisfy applicable tax withholding obligations in connection with an employee share-based compensation plan and the forfeiture of unvested restricted stock awards.

(2) On June 27, 2022, the Company announced that its Board of Directors increased the authorization of common share repurchases to $1.0 billion, which was an increase of $545 million above the $455 million of capacity remaining under the $750 million authorization on January 20, 2021.

On February 17, 2023, the Company announced that its Board of Directors increased the capacity under its common share repurchase program by an additional $1.15 billion.

This is incremental to the $850 million of capacity remaining as of December 31, 2022 under the prior June 2022 authorization.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Citizens Financial Group, Inc. \| 36 | | |

weighted average and assumes all dividends were reinvested on the date paid.

| CFG | | | $158 | | | $115 | | | $123 | | | $87 | | | $120 | | | $100 | | |

| S&P 500 Index | | | 233 | | | 181 | | | 153 | | | 116 | | | 122 | | | 100 | | |

| Peer Regional Bank Average | | | $158 | | | $117 | | | $130 | | | $97 | | | $115 | | | $100 | | |

| October 1, 2021 - October 31, 2021 | | | — | | | — | | | — | | | $655,000,000 | | |

| November 1, 2021 - November 30, 2021 | | | 3,426,728 | | | $47.50 | | | 3,426,728 | | | $492,237,598 | | |

| December 1, 2021 - December 31, 2021 | | | 783,984 | | | $47.50 | | | 783,984 | | | $455,000,000 | | |

(1) On January 20, 2021, the Company announced that its Board of Directors approved an open-ended share repurchase plan for up to $750 million of CFG common stock.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 36] [added: 37] | | |

| [Report of Management on Internal Control Over Financial [removed: Reporting](#ic2af530308ff40e6bbd7c90761305ff3_157)] [added: Reporting](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_124)] | | | | | | [removed: [81](#ic2af530308ff40e6bbd7c90761305ff3_157)] [added: [80](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_124)] | | |

| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID [removed: No.](#ic2af530308ff40e6bbd7c90761305ff3_160) 34[)](#ic2af530308ff40e6bbd7c90761305ff3_160)] [added: No.](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_127) 34[)](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_127)] | | | | | | [removed: [82](#ic2af530308ff40e6bbd7c90761305ff3_160)] [added: [81](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_127)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#ic2af530308ff40e6bbd7c90761305ff3_163)] [added: Reporting](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_130)] | | | | | | [removed: [85](#ic2af530308ff40e6bbd7c90761305ff3_163)] [added: [85](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_130)] | | |

| [Consolidated Balance [removed: Sheets](#ic2af530308ff40e6bbd7c90761305ff3_166)] [added: Sheets](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_133)] | | | | | | [removed: [86](#ic2af530308ff40e6bbd7c90761305ff3_166)] [added: [86](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_133)] | | |

| [Consolidated Statements of [removed: Operations](#ic2af530308ff40e6bbd7c90761305ff3_169)] [added: Operations](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_136)] | | | | | | [removed: [87](#ic2af530308ff40e6bbd7c90761305ff3_169)] [added: [87](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_136)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ic2af530308ff40e6bbd7c90761305ff3_172)] [added: Income](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_139)] | | | | | | [removed: [88](#ic2af530308ff40e6bbd7c90761305ff3_172)] [added: [88](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_139)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#ic2af530308ff40e6bbd7c90761305ff3_175)] [added: Equity](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_142)] | | | | | | [removed: [89](#ic2af530308ff40e6bbd7c90761305ff3_175)] [added: [89](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_142)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ic2af530308ff40e6bbd7c90761305ff3_8246337211095)] [added: Flows](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_145)] | | | | | | [removed: [90](#ic2af530308ff40e6bbd7c90761305ff3_8246337211095)] [added: [90](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_145)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic2af530308ff40e6bbd7c90761305ff3_181)] [added: Statements](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_148)] | | | | | | [removed: [91](#ic2af530308ff40e6bbd7c90761305ff3_181)] [added: [92](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_148)] | | |

| [Note 1 - Basis of [removed: Presentation](#ic2af530308ff40e6bbd7c90761305ff3_184)] [added: Presentation](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_151)] | | | | | | [removed: [91](#ic2af530308ff40e6bbd7c90761305ff3_184)] [added: [92](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_151)] | | |

| [removed: [Note](#ic2af530308ff40e6bbd7c90761305ff3_187) [3](#ic2af530308ff40e6bbd7c90761305ff3_187) [-] [added: [Note 3 -] Cash and Due from [removed: Banks](#ic2af530308ff40e6bbd7c90761305ff3_187)] [added: Banks](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_157)] | | | | | | [removed: [92](#ic2af530308ff40e6bbd7c90761305ff3_187)] [added: [97](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_157)] | | |

[removed: | [Note](#ic2af530308ff40e6bbd7c90761305ff3_196) [5](#ic2af530308ff40e6bbd7c90761305ff3_196) [- Loans] [added: Loans] and [removed: Leases](#ic2af530308ff40e6bbd7c90761305ff3_196) | | | | | | [96](#ic2af530308ff40e6bbd7c90761305ff3_196) | | |][added: Leases]

| [removed: [Note](#ic2af530308ff40e6bbd7c90761305ff3_199) [6](#ic2af530308ff40e6bbd7c90761305ff3_199) [-] [added: [Note 6 -] Allowance for Credit Losses, Nonaccrual Loans and Leases, and Concentrations of Credit [removed: Risk](#ic2af530308ff40e6bbd7c90761305ff3_199)] [added: Risk](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_166)] | | | | | | [removed: [98](#ic2af530308ff40e6bbd7c90761305ff3_199)] [added: [103](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_166)] | | |

| [removed: [Note](#ic2af530308ff40e6bbd7c90761305ff3_205) [7](#ic2af530308ff40e6bbd7c90761305ff3_205) [-] [added: [Note 7 -] Premises, Equipment and [removed: Software](#ic2af530308ff40e6bbd7c90761305ff3_205)] [added: Software](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_172)] | | | | | | [removed: [112](#ic2af530308ff40e6bbd7c90761305ff3_205)] [added: [116](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_172)] | | |

[removed: | [Note](#ic2af530308ff40e6bbd7c90761305ff3_211) [8](#ic2af530308ff40e6bbd7c90761305ff3_211) [- Mortgage Banking and Other](#ic2af530308ff40e6bbd7c90761305ff3_211) | | | | | | [113](#ic2af530308ff40e6bbd7c90761305ff3_211) | | |][added: NOTE 8 - MORTGAGE BANKING AND OTHER SERVICED LOANS]

| [removed: [Note](#ic2af530308ff40e6bbd7c90761305ff3_223) [10](#ic2af530308ff40e6bbd7c90761305ff3_223) [-] [added: [Note 10 -] Goodwill and Intangible [removed: Assets](#ic2af530308ff40e6bbd7c90761305ff3_223)] [added: Assets](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_184)] | | | | | | [removed: [116](#ic2af530308ff40e6bbd7c90761305ff3_223)] [added: [120](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_184)] | | |

| [Note [removed: 1](#ic2af530308ff40e6bbd7c90761305ff3_226)[1](#ic2af530308ff40e6bbd7c90761305ff3_226) [-] [added: 11 -] Variable Interest [removed: Entities](#ic2af530308ff40e6bbd7c90761305ff3_226)] [added: Entities](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_187)] | | | | | | [removed: [118](#ic2af530308ff40e6bbd7c90761305ff3_226)] [added: [122](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_187)] | | |

| [Note [removed: 1](#ic2af530308ff40e6bbd7c90761305ff3_244)[6](#ic2af530308ff40e6bbd7c90761305ff3_244) [-] [added: 16 -] Accumulated Other Comprehensive Income [removed: (Loss)](#ic2af530308ff40e6bbd7c90761305ff3_244)] [added: (Loss)](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_202)] | | | | | | [removed: [127](#ic2af530308ff40e6bbd7c90761305ff3_244)] [added: [131](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_202)] | | |

| [removed: [Note 1](#ic2af530308ff40e6bbd7c90761305ff3_256)[8](#ic2af530308ff40e6bbd7c90761305ff3_256) [- Share-Based Compensation](#ic2af530308ff40e6bbd7c90761305ff3_256)] [added: Share-based compensation] | | | [added: 84] | | | [removed: [130](#ic2af530308ff40e6bbd7c90761305ff3_256)] [added: 59] | | | [added: 48 | | |]

| [removed: [Note 1](#ic2af530308ff40e6bbd7c90761305ff3_259)[9](#ic2af530308ff40e6bbd7c90761305ff3_259) [-] Commitments and [removed: Contingencies](#ic2af530308ff40e6bbd7c90761305ff3_259)] [added: Contingencies (refer to Note 19)] | | | | | | [removed: [132](#ic2af530308ff40e6bbd7c90761305ff3_259)] | | | [added: | | |]

| [removed: [Note](#ic2af530308ff40e6bbd7c90761305ff3_262) [20](#ic2af530308ff40e6bbd7c90761305ff3_262) [-] [added: [Note 20 -] Fair Value [removed: Measurements](#ic2af530308ff40e6bbd7c90761305ff3_262)] [added: Measurements](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_217)] | | | | | | [removed: [133](#ic2af530308ff40e6bbd7c90761305ff3_262)] [added: [135](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_217)] | | |

| [removed: [Note 2](#ic2af530308ff40e6bbd7c90761305ff3_268)[2](#ic2af530308ff40e6bbd7c90761305ff3_268) [-] Other [removed: Operating Expense](#ic2af530308ff40e6bbd7c90761305ff3_268) | | |] [added: operating expense] | | | [removed: [142](#ic2af530308ff40e6bbd7c90761305ff3_268)] [added: 15] | | |

| [Note [removed: 2](#ic2af530308ff40e6bbd7c90761305ff3_274)[4](#ic2af530308ff40e6bbd7c90761305ff3_274) [-] [added: 24 -] Earnings Per [removed: Share](#ic2af530308ff40e6bbd7c90761305ff3_274)] [added: Share](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_229)] | | | | | | [removed: [145](#ic2af530308ff40e6bbd7c90761305ff3_274)] [added: [147](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_229)] | | |

| [Note [removed: 2](#ic2af530308ff40e6bbd7c90761305ff3_280)[6](#ic2af530308ff40e6bbd7c90761305ff3_280) [-] [added: 26 -] Business Operating [removed: Segments](#ic2af530308ff40e6bbd7c90761305ff3_280)] [added: Segments](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_235)] | | | | | | [removed: [146](#ic2af530308ff40e6bbd7c90761305ff3_280)] [added: [149](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_235)] | | |

| [Note [removed: 2](#ic2af530308ff40e6bbd7c90761305ff3_283)[7](#ic2af530308ff40e6bbd7c90761305ff3_283) [-] [added: 27 -] Parent Company [removed: Financials](#ic2af530308ff40e6bbd7c90761305ff3_283)] [added: Financials](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_241)] | | | | | | [removed: [149](#ic2af530308ff40e6bbd7c90761305ff3_283)] [added: [152](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_241)] | | |

Management assessed the effectiveness of the Company’s system of internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control — Integrated Framework (2013)*.

Based on that assessment, management concluded that, as of December 31, [removed: 2021,] [added: 2022,] the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their accompanying [removed: report,] [added: report] appearing on page [removed: [85](#ic2af530308ff40e6bbd7c90761305ff3_163),] [added: [85](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_130),] which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We have audited the accompanying consolidated balance sheets of Citizens Financial Group, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control* *—* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 23, 2022,] [added: 17, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the [removed: consolidated] financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the [removed: consolidated] financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

Management’s estimate of expected credit losses in the Company’s loan and lease portfolios is recorded in the [removed: allowance for loan and lease losses] [added: ALLL] and the [removed: reserve] [added: allowance] for unfunded lending commitments [removed: (collectively,] [added: (collectively] the [removed: “ACL”).][added: ACL).]

The determination of the ACL is based on periodic evaluation of the loan and lease portfolios and unfunded lending commitments that are not unconditionally [removed: cancelable] [added: cancellable] considering a number of relevant underlying factors, including key assumptions and evaluation of quantitative and qualitative information.

Known and estimated data include current [removed: probability of default, loss given default,] [added: PD, LGD] and [removed: exposure at default] [added: EAD] (for commercial), timing and amount of expected draws (for unfunded lending commitments), [removed: FICO scores, loan-to-values ratios,] [added: FICO, LTV,] term and time on books (for retail loans), mix and level of loan balances, delinquency levels, assigned risk ratings, previous loss experience, current business conditions, amounts and timing of expected future cash flows, and factors particular to a specific commercial credit such as competition, business and management performance.

In highly volatile economic [removed: environments,] [added: environments] historical information, such as commercial customer financial statements or consumer credit ratings, may not be as important to estimating future expected losses as forecasted inputs to the models.

Given the size of the loan and lease portfolios and unfunded commitments and the subjective nature of estimating the ACL, including the estimated impact of [removed: COVID-19] [added: the factors noted above] and related economic forecasting uncertainty, auditing the ACL involved a high degree of auditor judgment and an increased extent of effort.

[removed: - We tested the effectiveness of controls over the (i) selection of the foundational economic forecast, (ii) development, execution,] and monitoring of the econometric models, (iii) estimation of management’s adjustments to the modeled reserves [removed: for COVID-19 and other factors,] [added: in the industry sectors facing challenges in the current macroeconomic environment,] (iv) determination of the qualitative allowance, and (v) overall calculation and disclosure of the ACL.

| [Note 2 - Acquisitions](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_154) | | | | | | [93](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_154) | | |

| [Note 4 - Securities](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_160) | | | | | | [97](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_160) | | |

| [Note 5 - Loans and Leases](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_163) | | | | | | [101](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_163) | | |

| [Note 9 - Leases](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_178) | | | | | | [119](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_178) | | |

| [Note 12 - Deposits](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_190) | | | | | | [124](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_190) | | |

| [Note 13 - Borrowed Funds](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_193) | | | | | | [124](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_193) | | |

| [Note 14 - Derivatives](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_196) | | | | | | [126](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_196) | | |

| [Note 15 - Employee Benefits](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_199) | | | | | | [129](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_199) | | |

| [Note 17 - Stockholders’ Equity](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_205) | | | | | | [131](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_205) | | |

| [Note 18 - Share-Based Compensation](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_211) | | | | | | [133](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_211) | | |

| [Note 19 - Commitments and Contingencies](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_214) | | | | | | [134](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_214) | | |

| [Note 21 - Noninterest Income](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_220) | | | | | | [142](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_220) | | |

| [Note 22 - Other Operating Expense](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_223) | | | | | | [144](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_223) | | |

| [Note 23 - Income Taxes](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_226) | | | | | | [144](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_226) | | |

| [Note 25 - Regulatory Matters](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_232) | | | | | | [147](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_232) | | |

| [N](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_244)[ote 28 - Subsequent Events](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_244) | | | | | | [153](#ie7b3d7e1d2b740b6a1d0b50b0b3a564c_244) | | |

| | | | | | | Citizens Financial Group, Inc. \| 79 | | |

Critical Audit Matters

- We tested the effectiveness of controls over the (i) selection of the foundational economic forecast, (ii) development, execution.

Investors Acquisition – Refer to Note 2 to the consolidated financial statements

On April 6, 2022, Citizens completed its previously announced Investors Bancorp, Inc. (“Investors”) acquisition pursuant to an agreement and plan of merger entered into on July 28, 2021.

Pursuant to the terms of the agreement, Investors merged with Citizens, with Citizens as the surviving corporation, and Investors Bank, a New Jersey state-chartered bank and wholly-owned subsidiary of Investors, merged with CBNA, with CBNA as the surviving bank.

The Investors acquisition was accounted for as a business combination.

Accordingly, the assets acquired and liabilities assumed from Investors were recorded at fair value as of the closing date.

The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and are subject to change.

Fair values for loans and leases are based on a discounted cash flow methodology that considered factors including type of loan and lease and related collateral, fixed or variable interest rate, term, amortization status, credit loss and prepayment expectations, market interest rates and other market factors (e.g., liquidity) from the perspective of a market participant.

Loans and leases were grouped together according to similar characteristics when applying various valuation techniques.

The discount rates used are based on current market rates for new originations of comparable loans and leases and include adjustments for liquidity.

The probability of default, loss given default, exposure at default and prepayment assumptions are the key factors driving credit losses which are embedded into the estimated cash flows.

Fair value of core deposit intangible represents the value of certain client deposit relationships, estimated utilizing the favorable source of funds method.

Appropriate consideration was given to deposit costs including servicing costs, client retention and alternative funding source costs at the time of acquisition.

The discount rate used was derived taking into account the estimated cost of equity, risk-free return rate and risk premium for the market, and specific risk related to the asset’s cash flows.

The core deposit intangible is being amortized over 10 years using an accelerated depreciation methodology.

We identified the valuation of the loans and leases and the core deposit intangible asset as a critical audit matter because these fair value determinations require management to make significant estimates and assumptions.

Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the involvement of our valuation specialists.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the valuation of the acquired loans and leases and the core deposit intangible asset as part of the Investors acquisition included the following, among others:

- We tested the design, implementation, and operating effectiveness of internal controls over the purchase accounting and policy conclusions reached by management, including Management’s determination and review of the valuation methodology and relevant assumptions related to the loans and leases and core deposit intangible asset.

- With the assistance of internal valuation specialists, we (i) evaluated the appropriateness of the valuation methodology used and the reasonableness of the valuation and business assumptions used in the valuation, including the selection of discount rates used in the valuation of the loans and leases and the cost of alternative funds used in the valuation of the core deposit intangible asset, and (ii) assessed the mathematical accuracy of the significant valuation calculations.

- We tested the completeness and accuracy of the source information used in the valuation of the loans and leases and valuation of the core deposit intangible asset.

| [Note](#ic2af530308ff40e6bbd7c90761305ff3_2634) [](#ic2af530308ff40e6bbd7c90761305ff3_2634)[2 - Acquisitions](#ic2af530308ff40e6bbd7c90761305ff3_2634) | | | | | | [91](#ic2af530308ff40e6bbd7c90761305ff3_2634) | | |

| [Note](#ic2af530308ff40e6bbd7c90761305ff3_193) [4](#ic2af530308ff40e6bbd7c90761305ff3_193) [- Securities](#ic2af530308ff40e6bbd7c90761305ff3_193) | | | | | | [92](#ic2af530308ff40e6bbd7c90761305ff3_193) | | |

| [Note](#ic2af530308ff40e6bbd7c90761305ff3_217) [9](#ic2af530308ff40e6bbd7c90761305ff3_217) [- Leases](#ic2af530308ff40e6bbd7c90761305ff3_217) | | | | | | [115](#ic2af530308ff40e6bbd7c90761305ff3_217) | | |

| [Note 1](#ic2af530308ff40e6bbd7c90761305ff3_229)[2](#ic2af530308ff40e6bbd7c90761305ff3_229) [- Deposits](#ic2af530308ff40e6bbd7c90761305ff3_229) | | | | | | [119](#ic2af530308ff40e6bbd7c90761305ff3_229) | | |

| [Note 1](#ic2af530308ff40e6bbd7c90761305ff3_235)[3](#ic2af530308ff40e6bbd7c90761305ff3_235) [- Borrowed Funds](#ic2af530308ff40e6bbd7c90761305ff3_235) | | | | | | [120](#ic2af530308ff40e6bbd7c90761305ff3_235) | | |

| [Note 1](#ic2af530308ff40e6bbd7c90761305ff3_238)[4](#ic2af530308ff40e6bbd7c90761305ff3_238) [- Derivatives](#ic2af530308ff40e6bbd7c90761305ff3_238) | | | | | | [122](#ic2af530308ff40e6bbd7c90761305ff3_238) | | |

| [Note 1](#ic2af530308ff40e6bbd7c90761305ff3_241)[5](#ic2af530308ff40e6bbd7c90761305ff3_241) [- Employee Benefits](#ic2af530308ff40e6bbd7c90761305ff3_241) | | | | | | [125](#ic2af530308ff40e6bbd7c90761305ff3_241) | | |

| [Note 1](#ic2af530308ff40e6bbd7c90761305ff3_250)[7](#ic2af530308ff40e6bbd7c90761305ff3_250) [- Stockholders’ Equity](#ic2af530308ff40e6bbd7c90761305ff3_250) | | | | | | [128](#ic2af530308ff40e6bbd7c90761305ff3_250) | | |

| [Note 2](#ic2af530308ff40e6bbd7c90761305ff3_265)[1](#ic2af530308ff40e6bbd7c90761305ff3_265) [- Noninterest Income](#ic2af530308ff40e6bbd7c90761305ff3_265) | | | | | | [140](#ic2af530308ff40e6bbd7c90761305ff3_265) | | |

| [Note 2](#ic2af530308ff40e6bbd7c90761305ff3_271)[3](#ic2af530308ff40e6bbd7c90761305ff3_271) [- Income Taxes](#ic2af530308ff40e6bbd7c90761305ff3_271) | | | | | | [142](#ic2af530308ff40e6bbd7c90761305ff3_271) | | |

| [Note 2](#ic2af530308ff40e6bbd7c90761305ff3_277)[5](#ic2af530308ff40e6bbd7c90761305ff3_277) [- Regulatory Matters](#ic2af530308ff40e6bbd7c90761305ff3_277) | | | | | | [145](#ic2af530308ff40e6bbd7c90761305ff3_277) | | |

| [Note 28 - Subsequent Events](#ic2af530308ff40e6bbd7c90761305ff3_286) | | | | | | [151](#ic2af530308ff40e6bbd7c90761305ff3_286) | | |

Change in Accounting Principle

As described in Note 6 to the consolidated financial statements, the Company changed its method for estimating the allowance for credit losses on January 1, 2020 due to the adoption of *Financial Instruments - Credit Losses (Topic 326)*.

Management continues to utilize the qualitative allowance framework to reassess and adjust ACL reserve levels.

Macroeconomic forecast risk, driven by uncertainty around and volatility of key macroeconomic variables, is one of the primary factors influencing the qualitative reserve.

As the economic recovery has continued, Management has assessed risks to the recovery, including potential for continuing impacts from COVID-19 variants, challenges in the global supply chain, inflationary trends, potential impacts from ending monetary and fiscal stimulus programs, and potential for longer-term changes in workforce and consumer behaviors.

Management continued to apply management judgment to adjust the modeled reserves in the commercial industry sectors most impacted by the COVID-19 pandemic, including CRE office.

models, and (iv) tested the arithmetic accuracy of the models’ calculations of the expected credit losses.

- We (i) evaluated the reasonableness of the Company’s identification of the commercial industry sectors most severely impacted by COVID-19, (ii) assessed the reasonableness of management’s methodologies and assumptions used to estimate the impact of COVID-19 on the impacted sectors, (iii) tested the accuracy of the data used in management’s calculation of the adjustments to the modeled reserves for the sectors impacted by COVID-19, (iv) tested the arithmetic accuracy of the calculation of the adjustments, and (v) considered available information related to industry sectors and borrowers severely impacted by COVID-19.

February 23, 2022

| | | | | | | | | | | | |

| Contingencies (refer to Note 19) | | | | | | | | | | | |

| Amortization of prior service cost, net of income taxes of $0, $0 and $0, respectively | | | — | | | — | | | (1) | | |

| Balance at December 31, 2018 | | | 1 | | | $840 | | | | | | 466 | | | $6 | | | $18,815 | | | $5,385 | | | ($3,133) | | | ($1,096) | | | $20,817 | | |

| Preferred stock issued | | | 1 | | | 730 | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | 730 | | |

| Cumulative effect of change in accounting principle | | | — | | | — | | | | | | — | | | — | | | — | | | 12 | | | — | | | 5 | | | 17 | | |

| Transfer of securities from held to maturity to available for sale | | | — | | | — | | | 734 | | |

| Securities | | | [4](#ic2af530308ff40e6bbd7c90761305ff3_193) | | | [92](#ic2af530308ff40e6bbd7c90761305ff3_193) | | |

| Leases | | | [9](#ic2af530308ff40e6bbd7c90761305ff3_217) | | | [115](#ic2af530308ff40e6bbd7c90761305ff3_217) | | |

| Variable Interest Entities | | | [11](#ic2af530308ff40e6bbd7c90761305ff3_226) | | | [118](#ic2af530308ff40e6bbd7c90761305ff3_226) | | |

| Derivative Instruments | | | [14](#ic2af530308ff40e6bbd7c90761305ff3_238) | | | [122](#ic2af530308ff40e6bbd7c90761305ff3_238) | | |

| Employee Benefits | | | [15](#ic2af530308ff40e6bbd7c90761305ff3_241) | | | [125](#ic2af530308ff40e6bbd7c90761305ff3_241) | | |

| Treasury Stock | | | [17](#ic2af530308ff40e6bbd7c90761305ff3_250) | | | [128](#ic2af530308ff40e6bbd7c90761305ff3_250) | | |

| Fair Value Measurement | | | [20](#ic2af530308ff40e6bbd7c90761305ff3_262) | | | [133](#ic2af530308ff40e6bbd7c90761305ff3_262) | | |

| Revenue Recognition | | | [21](#ic2af530308ff40e6bbd7c90761305ff3_265) | | | [140](#ic2af530308ff40e6bbd7c90761305ff3_265) | | |

| Income Taxes | | | [23](#ic2af530308ff40e6bbd7c90761305ff3_271) | | | [142](#ic2af530308ff40e6bbd7c90761305ff3_271) | | |

| Earnings Per Share | | | [24](#ic2af530308ff40e6bbd7c90761305ff3_274) | | | [145](#ic2af530308ff40e6bbd7c90761305ff3_274) | | |

On September 1, 2021, the Company closed its acquisition of Willamette, a valuation consulting and forensic analysis firm with offices in Chicago, Atlanta and Portland, Oregon.

On November 15, 2021, the Company closed its acquisition of JMP, a capital markets firm that provides investment banking services, including strategic advisory, equity research and sales and trading focused primarily on the healthcare, technology, financial services and real estate sectors.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Citizens Financial Group, Inc. \| 153 | | |

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange [removed: Act,] [added: Act] is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Annual Report on Form 10-K, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as [removed: appropriate] [added: appropriate,] to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to [removed: Rules13a-15(d)] [added: Rules 13a-15(d)] or 15d-15(d) of the Exchange Act during the period covered by this Annual Report on Form 10-K that materially affected, or are reasonably likely to materially affect, [removed: our] [added: the Company’s] internal control over financial reporting.

Effective February 16, 2023, the Company’s Board of Directors approved and adopted an amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Bylaws”).

The Board of Directors approved the Bylaws as part of its periodic review of the Company’s corporate governance documents.

The Bylaws include amendments that:

- revise provisions regarding adjournment of stockholder meetings in light of recent amendments to the Delaware General Corporation Law (the “DGCL”);

- update the Company’s bylaws in connection with the new SEC rules relating to universal proxy cards (the “Universal Proxy Rules”), including requiring stockholders providing notice pursuant to Rule 14a-19(b) under the Exchange Act, to certify to the Company that they have complied with certain requirements under the Universal Proxy Rules no later than 7 business days prior to the applicable stockholder meeting;

- refine and clarify the advance notice provisions for stockholder nominations and proposals, including provisions regarding (1) the information to be provided by proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies and (2) the questionnaire, representation and agreement to be completed by proposing stockholders and proposed nominees in connection with a stockholder nomination; and

- require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white.

The Bylaws also implement certain other administrative, technical and conforming changes, including changes to align with the language used in certain provisions of the DGCL and the Universal Proxy Rules.

The foregoing description of the changes implemented by the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws that are attached hereto as Exhibit 3.2 and incorporated by reference herein.

None.

[removed: We refer in] [added: In] Part III of this Report [added: we refer] to relevant sections of our [removed: 2022] [added: 2023] Proxy Statement for the [removed: 2022] [added: 2023] annual meeting of shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the close of our [removed: 2021] [added: 2022] fiscal year.

Portions of our [removed: 2022] [added: 2023] Proxy Statement, including the sections we refer to in this Report, are incorporated by reference into this Report.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Citizens Financial Group, Inc. \| 154 | | |

Information required by this item is presented under the captions “Corporate Governance Matters” — [removed: “Election] [added: “Proposal One — Election] of Directors” [removed: — “Nominees”] and “Board Governance and Oversight — “Corporate Governance Guidelines, Committee Charters and Code of Business Conduct and Ethics” of our [removed: 2022] [added: 2023] Proxy Statement, which is incorporated by reference into this item.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Citizens Financial Group, Inc. \| 151 | | |

Information required by this item is presented under the captions “Compensation Matters” — “Compensation Discussion and Analysis,” “Compensation and Human Resources Committee Report,” “Executive Compensation,” “Termination of Employment and Change of Control,” “Director Compensation,” “Role of Risk Management in Compensation,” [removed: and] [added: “Dodd Frank Compensation Disclosure” —] “CEO Pay Ratio” [added: and “Pay Versus Performance”] of our [removed: 2022] [added: 2023] Proxy Statement, which is incorporated by reference into this item.

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 [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights [removed: (#)(2)] [added: (#)(3)] | | | Weighted-average exercise price of outstanding options, warrants and rights [removed: ($)(3)] [added: ($)(4)] | | | Number of securities remaining available (excluding securities reflected in first column) [removed: (#)(4)] [added: (#)(5)] | | |

| Equity compensation plans approved by security holders | | | [removed: 3,462,593] [added: 3,864,001] | | | — | | | [removed: 49,459,410] [added: 47,080,139] | | |

[removed: (1) This table excludes] [added: (2) Excludes] securities subject to the JMP Group LLC Amended and Restated Equity Incentive Plan [removed: (“the] [added: (“JMP] Plan”).

Although equity-based awards granted under the [added: JMP] Plan were converted into CFG awards and assumed in connection with the JMP [removed: acquisition,] [added: acquisition in 2021,] CFG does not intend to grant any awards under the [added: JMP] Plan.

As of December 31, [removed: 2021,] [added: 2022,] 245,861 stock options with a weighted-average exercise price of $19.45 and [removed: 40,363] [added: 12,600] restricted stock units were outstanding under the [added: JMP] Plan.

[removed: (2)] [added: (3)] Represents the number of shares of common stock associated with outstanding time-based and performance-based restricted stock units.

[removed: (3)] [added: (4)] Other than the stock options assumed in connection with the JMP [removed: acquisition,] [added: and Investors acquisitions,] CFG had no outstanding stock options.

[removed: (4)] [added: (5)] Represents the number of shares remaining available for future issuance under the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan [removed: (43,575,066] [added: (41,887,596] shares), the Citizens Financial Group, Inc. 2014 Employee Stock Repurchase Plan [removed: (4,547,955] [added: (3,903,590] shares), and the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan [removed: (1,336,389] [added: (1,288,953] shares).

At December 31, 2022

| Total(1)(2) | | | 3,864,001 | | | — | | | 47,080,139 | | |

(1) Excludes securities subject to the Investors Bancorp, Inc. 2006 Equity Incentive Plan and the Investors Bancorp, Inc. 2015 Equity Incentive Plan (“Investors Plans”).

Although equity-based awards granted under the Investors Plans were converted into CFG awards and assumed in connection with the Investors acquisition, CFG does not intend to grant any awards under the Investors Plans.

As of December 31, 2022, 1,114,324 stock options with a weighted-average exercise price of $38.21 and 71,413 restricted shares were outstanding under the Investors Plans.

At December 31, 2021

| Total(1) | | | 3,462,593 | | | — | | | 49,459,410 | | |

Information required by this item is set forth under the captions “Corporate Governance Matters” — “Board Governance and Oversight — Director Independence” and “Related Person Transactions” of our [removed: 2022] [added: 2023] Proxy Statement, which is incorporated by reference into this item.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Citizens Financial Group, Inc. \| 155 | | |

Information required by this item is presented under the captions “Audit Matters” — “Pre-approval of Independent Auditor Services” and “Independent Registered Public Accounting Firm Fees” of our [removed: 2022] [added: 2023] Proxy Statement, which is incorporated by reference into this item.

- Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020;][added: 2021;]

- Consolidated Statements of Operations for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;][added: 2020;]

- Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;][added: 2020;]

- Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;][added: 2020;]

| | | | | | | Citizens Financial Group, Inc. \| [removed: 152] [added: 156] | | |

- Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] and

[removed: 2.1 [Agreement] [added: [2.1 Agreement] and Plan of Merger, dated July 28, 2021, by and between Citizens Financial Group, Inc. and Investors Bancorp, Inc. (incorporated herein by reference to Exhibit 2.1 of the Current Report on [removed: Form](https://www.sec.gov/Archives/edgar/data/759944/000119312521231504/d78606dex21.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000119312521231504/d78606dex21.htm)[8-K,] [added: Form 8-K,] filed July 30, 2021)](https://www.sec.gov/Archives/edgar/data/759944/000119312521231504/d78606dex21.htm)

[removed: 3.1 [Restated] [added: [3.1 Amended and Restated] Certificate of Incorporation of the Registrant as in effect on the date hereof, as filed with the Secretary of State of the State of Delaware and effective [removed: July 8, 2021] [added: April 28, 2022] (incorporated herein by reference to Exhibit 3.1 of the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarterly period ended June 30, 2021,] [added: 8-K,] filed [removed: August 3, 2021)](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit31.htm)][added: April 29, 2022)](https://www.sec.gov/Archives/edgar/data/759944/000119312522133981/d357035dex31.htm)]

[4.6 Description of the Securities Registered Pursuant to Section 12 of the Securities Act of [removed: 1934*](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit46.htm)][added: 1934*](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit462022.htm)]

[removed: [4.7](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm)[](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm)[A](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm)[greement] [added: [4.7 Agreement] to [removed: furni](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm)[sh] [added: furnish] to the SEC upon request a copy of instruments defining the [removed: ri](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm)[ghts] [added: rights] of holders of [removed: certain](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm) [long-term] [added: certain long-term] debt [removed: of](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm) [the](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm) [registrant] [added: of the registrant] and [removed: consolidate](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm)[d](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm) [subsidiaries](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm)[*](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit472021.htm)][added: consolidated subsidiaries*](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit472022.htm)]

[removed: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000075994414000012/a1011omnibusplan1.htm) [](http://www.sec.gov/Archives/edgar/data/759944/000075994414000012/a1011omnibusplan1.htm)[Citizens] [added: [10.1 Citizens] Financial Group, Inc. 2014 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.11 of the Quarterly Report on Form 10-Q, filed November 14, 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000075994414000012/a1011omnibusplan1.htm)

| | | | | | | Citizens Financial Group, Inc. \| [removed: 153] [added: 157] | | |

[10.4 Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Restricted Stock Unit Award [removed: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit104.htm)][added: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit104-2023.htm)]

[removed: [10.5](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm) [](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm)[](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm)[Citizens] [added: [10.5 Citizens] Financial Group, Inc. 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Bruce Van Saun Relating to Annual Awards (incorporated herein by reference to Exhibit 10.11 of the Annual Report on Form 10-K, Filed February 24, 2017)†](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm)

[removed: [10.6](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit106.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit106.htm)[](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit106.htm)[Citizens] [added: [10.6 Citizens] Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Performance Stock Unit Award [removed: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit106.htm)][added: Agreement](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit106-2023.htm)[†](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit106-2023.htm)[*](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit106-2023.htm)]

[removed: [10.7](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1015bvspsu2017grant.htm) [](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1015bvspsu2017grant.htm)[](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1015bvspsu2017grant.htm)[Citizens] [added: [10.7 Citizens] Financial Group, Inc. 2014 Omnibus Incentive Plan Performance Stock Unit Award Agreement for Bruce Van Saun [removed: Relating] [added: Relat](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1015bvspsu2017grant.htm)[ing] to Annual Awards (incorporated herein by reference to Exhibit 10.15 of the Annual Report on Form 10-K, Filed February 24, 2017)†](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1015bvspsu2017grant.htm)

[removed: [10.8](http://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9903.htm) [](http://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9903.htm)[](http://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9903.htm)[Citizens] [added: [10.8 Citizens] Financial Group, Inc. 2014 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.3 of the Registration Statement on Form S-8, filed September 26, 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9903.htm)

[removed: [10.9](http://www.sec.gov/Archives/edgar/data/759944/000075994419000070/exhibit10-1.htm) [](http://www.sec.gov/Archives/edgar/data/759944/000075994419000070/exhibit10-1.htm)[Citizens] [added: [10.9 Citizens] Financial Group, Inc. Non-Employee Directors Compensation Policy, as amended April 25, 2019 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed August 6, 2019)†](http://www.sec.gov/Archives/edgar/data/759944/000075994419000070/exhibit10-1.htm)

[removed: [10.11] [added: [10.12] Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (incorporated herein by reference to Exhibit 99.2 of the Registration Statement on Form S-8, filed September 26, 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9902.htm)

[removed: [10.12 Amended] [added: [10.1](https://www.sec.gov/Archives/edgar/data/759944/000075994416000143/exhbit101.htm)[3](https://www.sec.gov/Archives/edgar/data/759944/000075994416000143/exhbit101.htm) [Amended] and Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan as of June 23, 2016 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed August 5, 2016)†](https://www.sec.gov/Archives/edgar/data/759944/000075994416000143/exhbit101.htm)

[removed: [10.13 Citizens] [added: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm)[4](http://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm) [Citizens] Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.19 of the Annual Report on Form 10-K, filed February 26, 2016)†](http://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm)

[removed: [10.14 Citizens] [added: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-2.htm)[5](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-2.htm) [Citizens] Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, Filed August 3, 2017)†](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-2.htm)

[removed: [10.15 Amended] [added: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm)[6](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm) [Amended] and Restated Deferred Compensation Plan for Directors of Citizens Financial Group, Inc., effective January 1, 2009 (incorporated herein by reference to Exhibit 10.19 of Amendment No. 2 to Registration Statement on Form S-1, filed August 15, 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm)

[removed: [10.16 Form] [added: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm)[7](http://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm) [Form] of Indemnification Agreement (incorporated herein by reference to Exhibit 10.5 of Amendment No. 3 to Registration Statement on Form S-1, filed September 8, 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm)

[removed: [10.17 Amended] [added: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm)[8](http://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm) [Amended] and Restated CFG Voluntary Executive Deferred Compensation Plan, effective January 1, 2009 and amended and restated on September 1, 2014 (incorporated herein by reference to Exhibit 10.21 of the Annual Report on Form 10-K, filed March 3, 2015)†](http://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm)

[removed: [10.18 First] [added: [10.1](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1026.htm)[9](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1026.htm) [First] Amendment to the CFG Voluntary Executive Deferred Compensation Plan dated March 1, 2019 (incorporated herein by reference to Exhibit 10.26 of the Annual Report on Form 10-K, filed February 24, 2020)†](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1026.htm)

[removed: [10.19 Second] [added: [10.](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1027.htm)[20](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1027.htm) [Second] Amendment to the CFG Voluntary Executive Deferred Compensation Plan dated December 9, 2019 (incorporated herein by reference to Exhibit 10.27 of the Annual Report on Form 10-K, filed February 24, 2020)†](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1027.htm)

| | | | | | | Citizens Financial Group, Inc. \| [removed: 154] [added: 158] | | |

[removed: [10.20 Third] [added: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1027.htm)[1](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1027.htm) [Third] Amendment to the CFG Voluntary Executive Deferred Compensation Plan dated March 4, 2020 (incorporated herein by reference to Exhibit 10.27 of the Annual Report on Form 10-K, filed February 23, 2021)†](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1027.htm)

[removed: [10.21](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm) [Fourth] [added: [10.22 Fourth] Amendment to the CFG Voluntary Executive Deferred Compensation Plan dated January 1, [removed: 2022†*](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm)][added: 2022 (incorporated herein by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm)[21](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm) [of the Annual Report on Form 10-K, filed February 23, 2022)](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm)[†](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm)]

[removed: [10.22 Amended] [added: [10.2](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1020.htm)[3](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1020.htm) [Amended] and Restated Citizens Financial Group, Inc. Deferred Compensation Plan, effective January 1, 2009 (incorporated herein by reference to Exhibit 10.20 of Amendment No. 2 to Registration Statement on Form S-1, filed August 15, 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1020.htm)

[removed: [10.23 Citizens] [added: [10.24](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit1024-2023.htm) [Citizens] Financial Group, Inc. Form of Deferred Cash Award [removed: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1023.htm)][added: Agreement](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit1024-2023.htm)[†](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit1024-2023.htm)[*](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit1024-2023.htm)]

[removed: [10.24 Citizens] [added: [10.2](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1021.htm)[5](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1021.htm) [Citizens] Financial Group, Inc. Executive Severance Practice (incorporated herein by reference to Exhibit 10.21 of Amendment No. 2 to Registration Statement on Form S-1, filed August 15, 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1021.htm)

[removed: [10.26 Amended] [added: [10.2](http://www.sec.gov/Archives/edgar/data/759944/000075994416000137/ceocontract-5516xexecution.htm)[6](http://www.sec.gov/Archives/edgar/data/759944/000075994416000137/ceocontract-5516xexecution.htm) [Amended] and Restated Executive Employment Agreement, dated May 5, 2016, between the Registrant and Bruce Van Saun (incorporated herein by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q, filed May 9, 2016)†](http://www.sec.gov/Archives/edgar/data/759944/000075994416000137/ceocontract-5516xexecution.htm)

[removed: [10.27 Addendum] [added: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit102.htm)[7](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit102.htm) [Addendum] to Amended and Restated Executive Employment Agreement, dated as of June 25, 2021 between the Registrant and Bruce Van Saun (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed August 3, 2021)†](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit102.htm)

[removed: [10.28 Executive] [added: [10.2](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-7.htm)[8](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-7.htm) [Executive] Employment Agreement, dated March 23, 2015, between the Registrant and Donald H.

[removed: [10.29 Executive] [added: [10.](http://www.sec.gov/Archives/edgar/data/759944/000075994419000024/exhibit10_41.htm)[29](http://www.sec.gov/Archives/edgar/data/759944/000075994419000024/exhibit10_41.htm) [Executive] Employment Agreement, dated September 6, 2014, between the Registrant and Malcolm Griggs and subsequent addendum dated August 14, 2017 (incorporated herein by reference to Exhibit 10.41 of the Annual Report on Form 10-K, filed February 21, 2019)†](http://www.sec.gov/Archives/edgar/data/759944/000075994419000024/exhibit10_41.htm)

[removed: [10.30 Executive] [added: [10.3](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-8.htm)[0](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-8.htm) [Executive] Employment Agreement, dated December 13, 2016, between the Registrant and John F.

[removed: [10.31 Executive] [added: [10.3](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1039.htm)[1](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1039.htm) [Executive] Employment Agreement, dated August 25, 2011, between the Registrant and Susan LaMonica and [removed: subsequent addendums dated] [added: subsequent](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1039.htm) [addend](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1039.htm)[a](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1039.htm) [dated] July 15, 2014 and August 11, 2017 (incorporated herein by reference to Exhibit 10.39 of the Annual Report on Form 10-K, filed February 23, 2021)†](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1039.htm)

[removed: [10.32 Amended] [added: [10.3](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit10322021.htm)[2](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit10322021.htm) [Amended] and Restated Executive Employment Agreement, dated December 20, 2021, between the Registrant and Brendan [removed: Coughlin†*](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit10322021.htm)[](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit10322021.htm)][added: Coughlin (incorporated herein by reference to Exhibit 10.32 of the Annual Report on Form 10-K, filed February 23, 2022)†](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit10322021.htm)]

[3.2 Amended and Restated Bylaws of the Registrant (as amended and restated on February 16,](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit32-2023.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit32-2023.htm)[2023](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit32-2023.htm)[)](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit32-2023.htm)[*](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit32-2023.htm)[](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit32-2023.htm)

[10.11](https://www.sec.gov/Archives/edgar/data/759944/000075994422000120/exhibit101q22022.htm) [Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy, amended and effective April 28, 2022 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed August 3, 2022)†](https://www.sec.gov/Archives/edgar/data/759944/000075994422000120/exhibit101q22022.htm)

[10.34](https://www.sec.gov/Archives/edgar/data/759944/000119312522098321/d348985dex43.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000119312522098321/d348985dex43.htm)[Investors Bancorp, Inc. 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.3 of the Registration Statement on Form S-8, filed April 7, 2022)](https://www.sec.gov/Archives/edgar/data/759944/000119312522098321/d348985dex43.htm)[†](https://www.sec.gov/Archives/edgar/data/759944/000119312522098321/d348985dex43.htm)

[10.35 Investors Bancorp, Inc. 2015 Equity Incentive Plan Form of Stock Option Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit1035-2022.htm)

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

[3.2](http://www.sec.gov/Archives/edgar/data/759944/000119312518307506/d640200dex31.htm) [Amended and Restated Bylaws of the Registrant (as amended and restated on April 23, 2020) (incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed April 24, 2020)](https://www.sec.gov/Archives/edgar/data/759944/000119312520119177/d919649dex32.htm)[](http://www.sec.gov/Archives/edgar/data/759944/000119312516745245/d276375dex31.htm)

[10.25 Citizens Financial Group, Inc. Performance Formula and Incentive Plan (incorporated herein by reference to Exhibit 10.28 of Annual Report on Form 10-K, filed March 3, 2015)†](http://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-28.htm)

| | | | | | | Citizens Financial Group, Inc. \| 155 | | |

| | | | | | | Citizens Financial Group, Inc. \| [removed: 156] [added: 159] | | |

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on February [removed: 23, 2022.][added: 17, 2023.]

| | | | | | | Citizens Financial Group, Inc. \| [removed: 157] [added: 160] | | |

Jack Read, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Annual Reports for the Company's fiscal year ended December 31, [removed: 2021] [added: 2022] on Form 10-K under the Securities Exchange Act of 1934, as amended, or such other form as any such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all additional amendments thereto, each in such form as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done so that such Annual Report shall comply with the Securities Exchange Act of 1934, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

| Bruce Van Saun | | | | | | | | | Chairman of the Board and Chief Executive Officer | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| John F. Woods | | | | | | | | | Vice Chairman and Chief Financial Officer | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| C. Jack Read | | | | | | | | | Executive Vice President, Chief Accounting Officer and Controller | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| Lee Alexander | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| Christine M. Cumming | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| William P. Hankowsky | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| Edward J. Kelly III | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| Robert G. Leary | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| Terrance J. Lillis | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| Shivan S. Subramaniam | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| Christopher J. Swift | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| Wendy A. Watson | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| Marita Zuraitis | | | | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 17, 2023] | | |

| | | | | | | Citizens Financial Group, Inc. \| [removed: 158] [added: 161] | | |

Woods, Polly N.

Klane, and C.

| /s/ Kevin Cummings | | | | | | | | | | | | | | | | | |

| Kevin Cummings | | | | | | | | | Director | | | | | | February 17, 2023 | | |

| /s/ Michele N. Siekerka | | | | | | | | | | | | | | | | | |

| Michele N. Siekerka | | | | | | | | | Director | | | | | | February 17, 2023 | | |

Woods, Malcolm D.

Griggs, and C.

| /s/ Leo I. Higdon, Jr. | | | | | | | | | | | | | | | | | |

| Leo I. Higdon, Jr. | | | | | | | | | Director | | | | | | February 23, 2022 | | |

| /s/ Charles J. Koch | | | | | | | | | | | | | | | | | |

| Charles J. Koch | | | | | | | | | Director | | | | | | February 23, 2022 | | |