Citizens Financial Group (CFG) 10-K risk factor changes: FY2024 vs FY2023

As a financial services organization, certain elements of risk are inherent in [removed: our transactions and operations] [added: what we do] and the [removed: business] decisions we make.

Therefore, we encounter risk as part of the normal course of our business and design [removed: a] risk management [removed: framework and associated] processes to help manage these risks.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 20] [added: 33] | | |

[removed: We discuss] [added: See] the [removed: primary risks we face and] [added: “Risk Governance” section in Item 7 for a discussion of] our risk management framework and [removed: associated processes and strategies in] the [removed: “Risk Governance” section in Item 7.][added: primary risks we face.]

[removed: Other factors that could affect us are discussed in] [added: See] the “Forward-Looking Statements” section [removed: above.][added: above for other factors that could affect us.]

[removed: Therefore, the risks described in] [added: However,] the risk factors [added: described] below [added: are not the only ones we face and] should not be considered a complete list of risks that we may encounter.

Our business strategy is designed to maximize the full potential of our [removed: business and] [added: business,] drive sustainable growth and [removed: enhanced] [added: enhance] profitability, with our success resting on our ability to distinguish ourselves.

Our future success and the value of our stock depends, in part, on our ability to effectively implement our business [removed: strategy, including the cost savings and efficiency components,] [added: strategy] and achieve our financial performance [removed: goals,] [added: goals across our Consumer and Commercial businesses,] including [removed: the anticipated benefits of the] [added: our] Private [removed: Bank start-up investment and Investors acquisition.][added: Bank.]

As part of the supervisory and examination process, if we are unsuccessful in meeting the [added: regulatory] requirements and [added: supervisory] expectations that apply to us, regulatory agencies may from time to time take supervisory actions against [removed: us] [added: us, including actions] that may not be publicly disclosed.

[removed: Difficult economic conditions, including] [added: These] inflationary [removed: pressures,] [added: pressures] would likely have an adverse [removed: effect] [added: impact] on our business, financial position and results of [removed: operations.][added: operations.]

[removed: Prolonged periods] [added: Volatility and uncertainty related to inflation and the effects] of inflation may [removed: impact] [added: enhance or contribute to some of the risks of] our [removed: profitability] [added: business] by negatively impacting our costs and expenses, including increasing funding costs and [removed: expense] [added: expenses] related to talent acquisition and retention, and negatively impacting consumer demand and client purchasing power for our products and [removed: services.][added: services, as well as the ability of borrowers to repay their obligations.]

We must maintain adequate funding to meet current and future obligations, including customer loan requests, [removed: customer] deposit maturities and withdrawals, debt service, [removed: equipment and premises] leases, and other cash commitments, under both normal operating conditions and [removed: under] periods of company-specific and/or market stress.

We [removed: primarily] rely on customer deposits to be [removed: a relatively] [added: our primary] stable and low-cost source of funding.

[removed: In addition to customer deposits, our] [added: Our] funding sources also include our ability to securitize loans in secondary markets, raise funds in the debt and equity capital markets, pledge loans and/or securities for borrowing from the FHLB, pledge securities as collateral for borrowing under repurchase agreements, and sell AFS securities.

Changes in interest rates can have a material impact on the value of our [removed: securities, a] [added: securities portfolio, the] primary objective of which is to provide a [removed: ready] [added: readily available] source of [removed: contingent] liquidity.

Since our earning assets are primarily in the form of loans and debt securities, changes in interest rates can have a material impact [added: on] our net interest income, net interest margin, fee income, and credit costs.

[removed: Changes in interest rates can affect our net interest income and margin as our] [added: Our] asset yields and funding costs may not rise or fall in [removed: parallel,] [added: parallel in response to changes in interest rates,] causing our net interest income to increase or decrease and our [added: net interest] margin to expand or contract.

If our funding costs rise faster than our asset yields, or if our asset yields fall faster than our funding costs, our net interest income could decrease, and our [added: net interest] margin could contract.

Additionally, an increase in rates could cause [added: the] recognition of losses on [removed: the debt securities in] our AFS [added: securities] portfolio if the securities needed to be sold.

Similarly, a decrease in interest rates could [removed: lower] [added: reduce] our net interest income, net interest margin and fee income.

[removed: We may be adversely affected by a] [added: A] prolonged period of low interest rates [removed: as it] may result in us holding lower yielding loans and securities should rates rise rapidly after the period of low interest rates.

[removed: When] [added: If] the yield [removed: curve flattens] [added: curve, typically upward sloping with short-term rates lower than long-term rates, were to flatten] or [removed: inverts,] [added: invert,] our net interest income and net interest margin may decrease if the cost of our short-term funding increases relative to the yield we can earn on our long-term assets.

Although we have policies and procedures designed to manage our interest rate [removed: risks,] [added: risk,] as further discussed in the “Risk Governance” section in Item 7, there can be no assurance that these policies and procedures will be effective in avoiding material adverse effects on our profitability.

The failure to attract and retain [removed: highly skilled] [added: highly-skilled] and qualified personnel could place us at a significant competitive disadvantage and impair our ability to implement our strategic plan successfully and achieve our performance targets, which could have a material adverse effect on our business, financial condition and results of operations.

Credit ratings affect the cost and [removed: other] [added: associated] terms upon which we are able to obtain funding.

Rating agencies regularly evaluate us, [removed: and] [added: with] their ratings [removed: are] based on a number of factors, including our financial strength and conditions affecting the financial services industry generally.

For example, a ratings downgrade could adversely affect our ability to sell or market our securities, including long-term debt, engage in certain longer-term [removed: derivatives] [added: derivative] transactions and retain [removed: our] customers, [removed: particularly corporate customers] who may require a minimum [added: credit] rating [removed: threshold] in order to place funds with us.

Any of these [removed: results] [added: impacts] of a ratings downgrade could increase our cost of funding, reduce our liquidity and have adverse effects on our business, financial condition and results of operations.

A significant portion of our earnings assets are in the form of loans to borrowers across the U.S., primarily for residential, commercial and industrial, commercial real estate, education, [removed: auto] and other retail purposes.

A deterioration in economic conditions or changes in consumer or business behavior that negatively impacts home [removed: property] or commercial property values could, in event of the borrower’s default, result in materially higher credit losses.

Similarly, [removed: higher] [added: elevated] unemployment levels and higher interest rates can adversely affect our customers’ ability to repay their loans, which can negatively impact our credit performance.

However, we may not be able to effectively implement these initiatives, or consistently follow and refine our credit risk management [removed: system.][added: system, which may result in an increase in the level of nonaccrual loans and a higher risk exposure for us, which could have a material adverse effect on us.]

Changes in our accounting policies or [removed: in accounting] standards could materially affect how we report our financial results and condition.

The FASB and SEC periodically change [removed: the] financial accounting and reporting standards that govern [removed: the] accounting for our financial results and [removed: the] preparation of our consolidated financial statements.

Models may be used in processes such as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting losses, assessing capital adequacy and calculating regulatory capital levels, as well as estimating the value of financial instruments and balance sheet [removed: items.][added: items, including goodwill.]

Our critical accounting estimates include the ACL, [removed: estimations of] fair value [added: measurements] and [removed: review] [added: the evaluation and measurement] of goodwill for impairment.

Operational risk and losses can result from internal and external fraud; improper conduct or errors by employees or third parties; failure to document transactions properly or to obtain proper authorization; failure to comply with applicable legal and regulatory requirements and business conduct rules; equipment failures, including those caused by natural disasters or by electrical, telecommunications or other essential utility outages; business continuity and data security system failures, including those caused by computer viruses, cyber-attacks against us or our vendors, [added: coding errors,] or unforeseen problems encountered while implementing new computer systems or upgrades to existing systems; or the inadequacy or failure of systems and controls, including those of our suppliers or counterparties.

Any weakness in these systems or controls, or any breaches or alleged breaches of such laws or regulations, could result in increased regulatory supervision, enforcement actions and other disciplinary action, [added: especially in light of heightened regulatory expectations around information security,] and have an adverse impact on our business, applicable authorizations and licenses, reputation and results of operations.

Technology within the financial services industry continues to evolve and new, unexpected technological [removed: changes] [added: changes, including those related to artificial intelligence,] could have a transformative effect on the way banks offer products and services.

Evolving [removed: technologies] [added: technologies, including the introduction of Generative Artificial Intelligence] and [added: Large Language Models, and] the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, activists and other external parties present a significant information security risk to large financial institutions such as us.

Additional risks not presently known to us or that we believe to be immaterial may also adversely affect our business.

Inflationary pressures could have an adverse effect on our business, financial position and results of operations.

Finally, information provided to our regulators based on poorly designed or implemented models could be inaccurate or insufficient, which could adversely affect some of the decisions that our regulators make, including those related to capital distributions to our stockholders, and subject us to supervisory criticism and costs relating to remediation.

Certain technology protections such as Customer Profiling and Step-Up Authentications have been implemented, but there can be no assurance that these protections will be effective.

For example, a number of states in which we operate have enacted or proposed statutes and regulations addressing climate change and sustainability issues, while certain other states have enacted, or have proposed to enact, divergent or sometimes conflicting statutes, regulations or policies.

Uncertainty exists with respect to new laws or regulations or changes in the interpretation or enforcement of existing laws or regulations, including potential deregulation in some areas.

In addition, litigation challenging actions or regulations by federal or state authorities could, depending on the outcome, significantly affect the regulatory and supervisory framework affecting our operations.

In the normal course of business, we have been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation.

These factors include, but are not limited to, the following:

Our success is dependent on our ability to identify, understand and manage the risks presented by our business activities so that we can appropriately balance risk taking with revenue generation and profitability.

However, there may be additional risks that are not currently material or known, and factors besides those discussed below, or in this or other reports that we file or furnish with the SEC, that could adversely affect us.

From March 2022 to July 2023, the FRB raised its benchmark interest rate eleven times in response to inflationary pressures throughout the economy.

Financial markets remain volatile amidst the uncertainty of economic conditions, including potential recessionary conditions.

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

Also, see “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.

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 economic conditions.

Typically, the yield curve is upward sloping, with short-term rates being lower than long-term rates.

If any of the foregoing were to occur, it may result in an increase in the level of nonaccrual loans and a higher risk exposure for us, which could have a material adverse effect on us.

Finally, information provided to our regulators based on poorly designed or implemented models could be inaccurate or insufficient.

Some of the decisions that our regulators make, including those related to capital distributions to our stockholders, could be adversely affected due to their perception that the quality of the models used to generate the relevant information is insufficient.

Certain technology protections such as Customer Profiling and Step-Up Authentications are implemented so that we are compliant with the FFIEC Authentication and Access to Financial Institution Services and Systems guidelines.

For a discussion of the guidance that regulators have released regarding cybersecurity and cyber risk management standards, see the “Regulation and Supervision” section of Item 1.

While the U.S. economy has generally recovered since the onset of the COVID disruption, a resurgence of pandemic conditions could reintroduce, or intensify, these impacts and adversely affect our business, financial condition and results of operations, as well as our liquidity and capital profile.

Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks.

This perception of risk could, in and of itself, lead to adverse impacts on liquidity.

These dividends are the principal source of funds to pay dividends on our equity and interest and principal on our debt.

These factors include:

| [Financial [removed: Performance](#i51f41e5d525741dd9c933046ddb6d1a8_52)] [added: Performance](#i6321b404158340f5b9e74ce514294fc3_55)] | | | | | | [removed: [39](#i51f41e5d525741dd9c933046ddb6d1a8_52)] [added: [40](#i6321b404158340f5b9e74ce514294fc3_55)] | | |

| [Results of Operations - 2023 compared with [removed: 2022](#i51f41e5d525741dd9c933046ddb6d1a8_55)] [added: 2022](#i6321b404158340f5b9e74ce514294fc3_79)] | | | | | | [removed: [40](#i51f41e5d525741dd9c933046ddb6d1a8_55)] [added: [46](#i6321b404158340f5b9e74ce514294fc3_79)] | | |

| [Net Interest [removed: Income](#i51f41e5d525741dd9c933046ddb6d1a8_58)] [added: Income](#i6321b404158340f5b9e74ce514294fc3_61)] | | | | | | [removed: [40](#i51f41e5d525741dd9c933046ddb6d1a8_58)] [added: [41](#i6321b404158340f5b9e74ce514294fc3_61)] | | |

| [Noninterest [removed: Income](#i51f41e5d525741dd9c933046ddb6d1a8_61)] [added: Income](#i6321b404158340f5b9e74ce514294fc3_64)] | | | | | | [removed: [42](#i51f41e5d525741dd9c933046ddb6d1a8_61)] [added: [44](#i6321b404158340f5b9e74ce514294fc3_64)] | | |

| [Noninterest [removed: Expense](#i51f41e5d525741dd9c933046ddb6d1a8_64)] [added: Expense](#i6321b404158340f5b9e74ce514294fc3_67)] | | | | | | [removed: [42](#i51f41e5d525741dd9c933046ddb6d1a8_64)] [added: [44](#i6321b404158340f5b9e74ce514294fc3_67)] | | |

| [Provision for Credit [removed: Losses](#i51f41e5d525741dd9c933046ddb6d1a8_67)] [added: Losses](#i6321b404158340f5b9e74ce514294fc3_70)] | | | | | | [removed: [43](#i51f41e5d525741dd9c933046ddb6d1a8_67)] [added: [45](#i6321b404158340f5b9e74ce514294fc3_70)] | | |

| [Income Tax [removed: Expense](#i51f41e5d525741dd9c933046ddb6d1a8_70)] [added: Expense](#i6321b404158340f5b9e74ce514294fc3_73)] | | | | | | [removed: [43](#i51f41e5d525741dd9c933046ddb6d1a8_70)] [added: [45](#i6321b404158340f5b9e74ce514294fc3_73)] | | |

| [Business Operating [removed: Segments](#i51f41e5d525741dd9c933046ddb6d1a8_73)] [added: Segments](#i6321b404158340f5b9e74ce514294fc3_76)] | | | | | | [removed: [43](#i51f41e5d525741dd9c933046ddb6d1a8_73)] [added: [45](#i6321b404158340f5b9e74ce514294fc3_76)] | | |

[removed: | [Results of Operations - 2022] [added: RESULTS OF OPERATIONS — 2024] compared with [removed: 2021](#i51f41e5d525741dd9c933046ddb6d1a8_76) | | | | | | [44](#i51f41e5d525741dd9c933046ddb6d1a8_76) | | |][added: 2023]

| [Analysis of Financial [removed: Condition](#i51f41e5d525741dd9c933046ddb6d1a8_79)] [added: Condition](#i6321b404158340f5b9e74ce514294fc3_82)] | | | | | | [removed: [45](#i51f41e5d525741dd9c933046ddb6d1a8_79)] [added: [47](#i6321b404158340f5b9e74ce514294fc3_82)] | | |

| [Loans and [removed: Leases](#i51f41e5d525741dd9c933046ddb6d1a8_85)] [added: Leases](#i6321b404158340f5b9e74ce514294fc3_88)] | | | | | | [removed: [46](#i51f41e5d525741dd9c933046ddb6d1a8_85)] [added: [48](#i6321b404158340f5b9e74ce514294fc3_88)] | | |

| [Credit [removed: Quality](#i51f41e5d525741dd9c933046ddb6d1a8_88)] [added: Quality](#i6321b404158340f5b9e74ce514294fc3_91)] | | | | | | [removed: [48](#i51f41e5d525741dd9c933046ddb6d1a8_88)] [added: [50](#i6321b404158340f5b9e74ce514294fc3_91)] | | |

| [Borrowed [removed: Funds](#i51f41e5d525741dd9c933046ddb6d1a8_94)] [added: Funds](#i6321b404158340f5b9e74ce514294fc3_100)] | | | | | | [removed: [53](#i51f41e5d525741dd9c933046ddb6d1a8_94)] [added: [56](#i6321b404158340f5b9e74ce514294fc3_100)] | | |

| [Capital and Regulatory [removed: Matters](#i51f41e5d525741dd9c933046ddb6d1a8_97)] [added: Matters](#i6321b404158340f5b9e74ce514294fc3_103)] | | | | | | [removed: [54](#i51f41e5d525741dd9c933046ddb6d1a8_97)] [added: [56](#i6321b404158340f5b9e74ce514294fc3_103)] | | |

| [Critical Accounting [removed: Estimates](#i51f41e5d525741dd9c933046ddb6d1a8_103)] [added: Estimates](#i6321b404158340f5b9e74ce514294fc3_112)] | | | | | | [removed: [61](#i51f41e5d525741dd9c933046ddb6d1a8_103)] [added: [62](#i6321b404158340f5b9e74ce514294fc3_112)] | | |

| [Accounting and Reporting [removed: Developments](#i51f41e5d525741dd9c933046ddb6d1a8_106)] [added: Developments](#i6321b404158340f5b9e74ce514294fc3_118)] | | | | | | [removed: [63](#i51f41e5d525741dd9c933046ddb6d1a8_106)] [added: [65](#i6321b404158340f5b9e74ce514294fc3_118)] | | |

| [Non-GAAP Financial Measures and [removed: Reconciliations](#i51f41e5d525741dd9c933046ddb6d1a8_115)] [added: Reconciliations](#i6321b404158340f5b9e74ce514294fc3_127)] | | | | | | [removed: [75](#i51f41e5d525741dd9c933046ddb6d1a8_115)] [added: [78](#i6321b404158340f5b9e74ce514294fc3_127)] | | |

| | | | | | | Citizens Financial Group, Inc. \| [removed: 37] [added: 77] | | |

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with [removed: $222.0] [added: $217.5] billion in assets as of December 31, [removed: 2023.][added: 2024.]

In Consumer Banking, we provide an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately [removed: 3,200] [added: 3,100] ATMs and more than [removed: 1,100] [added: 1,000] branches in 14 states and the District of Columbia.

Net income decreased [removed: $465] [added: $99] million, with earnings per diluted common share down [removed: $0.97] [added: $0.10] to [removed: $3.13] [added: $3.03] compared to [removed: 2022.][added: 2023.]

Results reflect notable items of [removed: $357] [added: $98] million or [removed: $0.75] [added: $0.21] per diluted common share, net of tax benefit, compared to [removed: $352] [added: $357] million or [removed: $0.74] [added: $0.75] per diluted common share, net of tax benefit, in [removed: 2022.][added: 2023.]

| (dollars in millions) | | | Reported results (GAAP) | | | Integration related costs(1) | | | TOP and other(2) | | | FDIC special assessment(3) | | | [removed: Provision] | | | Underlying results (non-GAAP) | | |

| Noninterest expense | | | [removed: $5,507] [added: 5,507] | | | [removed: $104] [added: 104] | | | [removed: $177] [added: 177] | | | [removed: $225] [added: 225] | | | [removed: $—] | | | [removed: $5,001] [added: 5,001] | | |

| Income tax expense | | | 422 | | | (28) | | | (63) | | | (58) | | | [removed: —] | | | 571 | | |

| | | | Year Ended December 31, [removed: 2022] [added: 2024] | | | | | | | | | | | | | | | | | |

| (dollars in millions) | | | Reported results (GAAP) | | | Integration related costs(1) | | | TOP and other(2) | | | FDIC special [removed: assessment] [added: assessment(3)] | | | [removed: Provision(4)] | | | Underlying results (non-GAAP) | | |

| Noninterest income | | | [removed: 2,009] [added: $1,983] | | | [removed: (31)] [added: $—] | | | [removed: —] [added: $—] | | | [removed: —] [added: $—] | | | [removed: —] | | | [removed: 2,040] [added: $1,983] | | |

| Income tax expense | | | [removed: 582] [added: 379] | | | [removed: (58)] [added: (3)] | | | [removed: (9)] [added: (33)] | | | [removed: —] [added: (7)] | | | [removed: (43)] | | | [removed: 692] [added: 422] | | |

(2) [removed: Includes] [added: Primarily includes] our TOP [removed: transformational and] revenue and efficiency initiatives for the years ended December 31, [removed: 2023 and 2022, a one-time deferred tax benefit for the year ended December 31, 2023] [added: 2024] and [removed: income tax impacts related to legacy tax matters for the year ended December 31, 2022.][added: 2023.]

- Net income available to common stockholders decreased [removed: $469] [added: $119] million to [removed: $1.5] [added: $1.4] billion compared to [removed: 2022.][added: 2023.]

◦On an Underlying basis, [removed: which excludes notable items,] net income available to common stockholders of [removed: $1.8] [added: $1.5] billion compared to [removed: $2.3] [added: $1.8] billion in [removed: 2022.][added: 2023.]

◦On an Underlying basis, earnings per diluted common share of [removed: $3.88] [added: $3.24] compared to [removed: $4.84] [added: $3.88] in [removed: 2022.][added: 2023.]

- The efficiency ratio of 67.0% [added: was stable] compared to [removed: 61.0% in 2022.][added: 2023.]

◦On an Underlying basis, the efficiency ratio of [removed: 60.8%] [added: 65.2%] compared to [removed: 57.5%] [added: 60.8%] in [removed: 2022.][added: 2023.]

- ROTCE of [removed: 10.9%] [added: 9.8%] compared to [removed: 13.9%] [added: 10.9%] in [removed: 2022.][added: 2023.]

◦On an Underlying basis, ROTCE of [removed: 13.5%] [added: 10.5%] compared to [removed: 16.4%.][added: 13.5%.]

- Tangible book value per common share of [removed: $30.91] [added: $32.34] increased [removed: 11%] [added: 5%] from [removed: 2022.][added: 2023.]

For additional information regarding our financial performance, see “Results of Operations — [removed: 2023] [added: 2024] compared with [removed: 2022”] [added: 2023”] included in this report.

Net interest income is our largest source of revenue and is the difference between the interest earned on interest-earning assets (generally [removed: loans, leases] [added: loans] and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds).

| [Introduction](#i6321b404158340f5b9e74ce514294fc3_52) | | | | | | [39](#i6321b404158340f5b9e74ce514294fc3_52) | | |

| [Securities](#i6321b404158340f5b9e74ce514294fc3_85) | | | | | | [47](#i6321b404158340f5b9e74ce514294fc3_85) | | |

| [Deposits](#i6321b404158340f5b9e74ce514294fc3_97) | | | | | | [55](#i6321b404158340f5b9e74ce514294fc3_97) | | |

| [Liquidity](#i6321b404158340f5b9e74ce514294fc3_106) | | | | | | [59](#i6321b404158340f5b9e74ce514294fc3_106) | | |

| [Risk Governance](#i6321b404158340f5b9e74ce514294fc3_121) | | | | | | [66](#i6321b404158340f5b9e74ce514294fc3_121) | | |

| [Market Risk](#i6321b404158340f5b9e74ce514294fc3_124) | | | | | | [71](#i6321b404158340f5b9e74ce514294fc3_124) | | |

| Noninterest income | | | $2,176 | | | $— | | | $15 | | | $— | | | | | | $2,161 | | |

| Noninterest expense | | | 5,234 | | | 10 | | | 115 | | | 31 | | | | | | 5,078 | | |

(1) Includes integration related costs associated with acquisitions.

- Total revenue decreased $415 million to $7.8 billion compared to 2023, driven by a decrease of 10% in net interest income.

The following table presents the major components of our net interest income.

Average balance represents amortized cost, excluding the unamortized basis adjustments related to the transfer of certain HTM securities from AFS, and LHFS.

The yield/rate is based on annualized interest income or expense for the periods presented and includes the impact of hedging activities associated with the respective asset and liability categories.

| Commercial and industrial | | | 44,174 | | | 2,333 | | | 5.20 | | | | | | 49,998 | | | 3,002 | | | 5.92 | | | | | | (5,824) | | | (72) | | |

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

| Total commercial | | | 72,604 | | | 4,128 | | | 5.60 | | | | | | 79,204 | | | 4,806 | | | 5.99 | | | | | | (6,600) | | | (39) | | |

| Residential mortgages | | | 31,916 | | | 1,184 | | | 3.71 | | | | | | 30,660 | | | 1,052 | | | 3.43 | | | | | | 1,256 | | | 28 | | |

| Home equity | | | 15,603 | | | 1,231 | | | 7.89 | | | | | | 14,475 | | | 1,092 | | | 7.54 | | | | | | 1,128 | | | 35 | | |

| Automobile | | | 6,404 | | | 274 | | | 4.27 | | | | | | 10,374 | | | 429 | | | 4.13 | | | | | | (3,970) | | | 14 | | |

| Education | | | 11,340 | | | 613 | | | 5.41 | | | | | | 12,333 | | | 621 | | | 5.04 | | | | | | (993) | | | 37 | | |

| Other retail | | | 4,837 | | | 518 | | | 10.72 | | | | | | 5,171 | | | 489 | | | 9.46 | | | | | | (334) | | | 126 | | |

| Loans held for sale(1) | | | 1,174 | | | 77 | | | 6.51 | | | | | | 1,499 | | | 102 | | | 6.75 | | | | | | (325) | | | (24) | | |

| Interest-earning assets | | | 198,072 | | | 10,186 | | | 5.10 | | | | | | 201,686 | | | 10,204 | | | 5.02 | | | | | | (3,614) | | | 8 | | |

| Money market | | | 53,053 | | | 1,705 | | | 3.21 | | | | | | 51,178 | | | 1,494 | | | 2.92 | | | | | | 1,875 | | | 29 | | |

| Time | | | 24,967 | | | 1,153 | | | 4.62 | | | | | | 19,320 | | | 772 | | | 4.00 | | | | | | 5,647 | | | 62 | | |

| Noninterest-bearing demand deposits | | | 36,457 | | | | | | | | | | | | 41,581 | | | | | | | | | | | | (5,124) | | | | | |

(1) See Note 1 for information regarding updates to the Consolidated Balance Sheets during 2024.

Net interest income decreased $608 million, or 10%, compared to 2023, reflecting lower net interest margin and a decrease of 2% in average interest-earning assets.

Net interest margin on a FTE basis decreased 25 basis points compared to 2023, reflecting higher funding and swap costs and the impact of building liquidity, partially offset by higher interest-earning-asset yields and the benefit of Non-Core portfolio runoff.

Average interest-earning assets decreased $3.6 billion compared to 2023, driven by a decline in total loans and leases, partially offset by an increase in investment securities and cash held in interest-bearing deposits.

Average deposits were stable compared to 2023.

Average total borrowed funds decreased $2.5 billion compared to 2023, reflecting a decline in FHLB advances driven by Non-Core portfolio runoff, partially offset by a remix of funding to long-term senior debt and secured borrowings collateralized by loans.

| Taxable investment securities | | | 151 | | | 345 | | | 496 | | |

| Total investment securities | | | 151 | | | 345 | | | 496 | | |

| Commercial and industrial | | | (342) | | | (327) | | | (669) | | |

| Total commercial | | | (390) | | | (288) | | | (678) | | |

| Automobile | | | (164) | | | 9 | | | (155) | | |

| Total retail | | | (117) | | | 254 | | | 137 | | |

| Total interest income | | | ($323) | | | $305 | | | ($18) | | |

| Checking with interest | | | ($14) | | | $59 | | | $45 | | |

| [Introduction](#i51f41e5d525741dd9c933046ddb6d1a8_49) | | | | | | [38](#i51f41e5d525741dd9c933046ddb6d1a8_49) | | |

| [Securities](#i51f41e5d525741dd9c933046ddb6d1a8_82) | | | | | | [45](#i51f41e5d525741dd9c933046ddb6d1a8_82) | | |

| [Deposits](#i51f41e5d525741dd9c933046ddb6d1a8_91) | | | | | | [53](#i51f41e5d525741dd9c933046ddb6d1a8_91) | | |

| [Liquidity](#i51f41e5d525741dd9c933046ddb6d1a8_100) | | | | | | [58](#i51f41e5d525741dd9c933046ddb6d1a8_100) | | |

| [Risk Governance](#i51f41e5d525741dd9c933046ddb6d1a8_109) | | | | | | [64](#i51f41e5d525741dd9c933046ddb6d1a8_109) | | |

| [Market Risk](#i51f41e5d525741dd9c933046ddb6d1a8_112) | | | | | | [66](#i51f41e5d525741dd9c933046ddb6d1a8_112) | | |

More information is available at www.citizensbank.com.

| Provision for credit losses | | | $474 | | | $— | | | $— | | | $— | | | $169 | | | $305 | | |

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

(1) Includes integration related costs associated with acquisitions for the years ended December 31, 2023 and 2022, and mark-to-market losses on loans acquired from Investors classified as LHFS for the year ended December 31, 2022.

(4) Includes the initial provision for credit losses 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.”

- Total revenue increased $203 million to $8.2 billion compared to 2022, driven by an increase of 4% in net interest income, including the impacts of the HSBC transaction and Investors acquisition.

| Commercial and industrial | | | 48,693 | | | 2,956 | | | 5.99 | | | | | | 50,002 | | | 1,942 | | | 3.83 | | | | | | (1,309) | | | 216 | | |

| Leases | | | 1,305 | | | 46 | | | 3.53 | | | | | | 1,521 | | | 46 | | | 3.00 | | | | | | (216) | | | 53 | | |

| Total commercial | | | 79,204 | | | 4,806 | | | 5.99 | | | | | | 76,269 | | | 3,014 | | | 3.90 | | | | | | 2,935 | | | 209 | | |

| Residential mortgages | | | 30,660 | | | 1,052 | | | 3.43 | | | | | | 27,759 | | | 876 | | | 3.16 | | | | | | 2,901 | | | 27 | | |

| Home Equity | | | 14,475 | | | 1,092 | | | 7.54 | | | | | | 13,057 | | | 555 | | | 4.25 | | | | | | 1,418 | | | 329 | | |

| Automobile | | | 10,374 | | | 429 | | | 4.13 | | | | | | 13,729 | | | 507 | | | 3.69 | | | | | | (3,355) | | | 44 | | |

| Education | | | 12,333 | | | 621 | | | 5.04 | | | | | | 13,047 | | | 560 | | | 4.29 | | | | | | (714) | | | 75 | | |

| Other retail | | | 5,171 | | | 489 | | | 9.46 | | | | | | 5,483 | | | 456 | | | 8.31 | | | | | | (312) | | | 115 | | |

| Loans held for sale, at fair value | | | 1,160 | | | 73 | | | 6.26 | | | | | | 1,767 | | | 67 | | | 3.77 | | | | | | (607) | | | 249 | | |

| Other loans held for sale | | | 339 | | | 29 | | | 8.43 | | | | | | 1,188 | | | 57 | | | 4.71 | | | | | | (849) | | | 372 | | |

| Interest-earning assets | | | 201,686 | | | 10,204 | | | 5.02 | | | | | | 194,136 | | | 7,060 | | | 3.61 | | | | | | 7,550 | | | 141 | | |

| Money market | | | 51,178 | | | 1,494 | | | 2.92 | | | | | | 48,410 | | | 320 | | | 0.66 | | | | | | 2,768 | | | 226 | | |

| Term | | | 19,320 | | | 772 | | | 4.00 | | | | | | 8,330 | | | 89 | | | 1.07 | | | | | | 10,990 | | | 293 | | |

| Demand deposits | | | 41,581 | | | | | | | | | | | | 51,717 | | | | | | | | | | | | (10,136) | | | | | |

Net interest margin on a FTE basis was neutral compared to 2022, reflecting higher interest-earning asset growth and associated yields, offset by increased funding costs.

Average interest-earning assets increased $7.6 billion, or 4%, compared to 2022, primarily attributable to growth in loans and leases reflecting the impacts of the HSBC transaction and Investors acquisition, and growth in investments.

Average deposits increased $3.2 billion, or 2%, compared to 2022, primarily attributable to the impacts of the HSBC transaction and Investors acquisition.

Average total borrowed funds increased $2.9 billion compared to 2022, driven by an increase in FHLB advances and secured borrowings collateralized by auto loans.

| Taxable investment securities | | | 91 | | | 231 | | | 322 | | |

| Total investment securities | | | 91 | | | 231 | | | 322 | | |

| Leases | | | (7) | | | 7 | | | — | | |

| Total commercial | | | 126 | | | 1,666 | | | 1,792 | | |

| Total retail | | | (29) | | | 758 | | | 729 | | |

| Other loans held for sale | | | (41) | | | 13 | | | (28) | | |

| Total interest income | | | $171 | | | $2,973 | | | $3,144 | | |

| Money market | | | 19 | | | 1,155 | | | 1,174 | | |

| Savings | | | 7 | | | 326 | | | 333 | | |

| | | | | | | Citizens Financial Group, Inc. \| [removed: 77] [added: 80] | | |

Our products and services are offered through more than [removed: 1,100] [added: 1,000] branches in 14 states and the District of Columbia and [removed: 105] [added: 97] retail and commercial non-branch offices, though certain lines of business serve national markets.

At December 31, [removed: 2023,] [added: 2024,] we had total assets of [removed: $222.0] [added: $217.5] billion, total deposits of [removed: $177.3] [added: $174.8] billion and total stockholders’ equity of $24.3 billion.

Non-Core includes our indirect auto and certain purchased consumer loan portfolios that we discontinued the origination of [added: in 2023] as part of our [removed: recently announced] balance sheet optimization strategy.

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

Citizens Private [removed: Bank, launched during 2023,] [added: Bank] integrates wealth management and banking services to serve [removed: high net-worth] [added: high- and ultra-high-net-worth] individuals and families, as well as businesses.

Consumer Banking operates a multi-channel distribution network with a workforce of approximately [removed: 5,300] [added: 5,000] branch colleagues, [removed: approximately 1,100] [added: 1,000] branches, including [removed: 187] [added: 143] in-store locations, and [removed: approximately 3,200] [added: 3,100] ATMs.

Our network includes approximately [removed: 1,100] [added: 1,000] specialists covering lending, savings and investment needs as well as a broad range of small business products and services.

We serve customers on a national basis through telephone service centers [removed: as well as through] [added: and] our online and mobile platforms where we offer customers the convenience of depositing funds, paying bills and transferring money between accounts and from person to person, as well as a host of other everyday transactions.

Commercial Banking primarily serves companies and institutions [removed: with annual revenues of $25 million to more than $3.0 billion] and strives to be a trusted advisor to our clients and preferred provider for their banking needs.

Corporate Banking serves commercial and industrial clients [removed: with annual gross revenues of $25 million to $500 million,] and corporate clients [removed: with annual revenues of $500 million to more than $3.0 billion] in the United States.

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

Our business strategy is designed to maximize the full potential of our [removed: businesses,] [added: business,] drive sustainable growth and enhance profitability.

In Consumer Banking, we focus on serving mass affluent and affluent customers, small businesses and high-net-worth [removed: individuals and families.][added: individuals.]

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

Our TOP [removed: 8] [added: 9] program was completed in [removed: 2023,] [added: 2024,] and we launched a TOP [removed: 9] [added: 10] program [added: in 2025] to allow us to continue to self-fund investments.

We [removed: will] also continue to actively incubate new innovative ideas and harness external innovation through FinTech partnerships [added: and access] to [added: venture capital firms to] help deliver differentiated value-added experiences for our customers.

In addition, some of our competitors may not be subject to the same regulatory requirements as we are and, therefore, may have lower costs they can pass on to [removed: customers in the form of more favorable terms.][added: customers.]

Competition among providers of financial products and services continues to increase, with consumers [added: and businesses] having the opportunity to select from a growing variety of traditional and nontraditional [removed: alternatives.][added: alternatives, such as Private Credit/Direct lenders.]

Given their lower cost structure, these models are [removed: often, on average,] [added: typically] able to offer higher rates on deposit products than [added: traditional] retail banking [removed: institutions with a traditional branch footprint.][added: institutions.]

Some larger competitors, including certain national banks that compete in our market area, may offer a broader array of products [removed: and, due to their asset size, may] [added: and] be in a position to hold more exposure on their balance [removed: sheet.][added: sheet due to their asset size.]

As of December 31, [removed: 2023,] [added: 2024,] Citizens had [removed: 17,570] [added: 17,287] full-time equivalent employees, primarily across New England and the Mid-Atlantic.

Leadership, Talent Development, and Talent Acquisition and [added: Internal] Mobility

We [added: have also] expanded [removed: our learning academies as well as badging] [added: educational assistance] and [removed: bootcamp programs focusing on] [added: educational pathways for emerging and] critical skills [added: through our academies, which focus on areas] such as Innovation, Agile, Next Gen Tech, Banking and Credit, and Data & Analytics.

[removed: Our culture is one of continuous learning, which we believe is crucial] [added: Continuous learning and a growth mindset are essential] for colleagues to thrive as part of our organization and to feel a sense of accomplishment and purpose.

[removed: Survey results are] [added: Colleague feedback is] used to refine our focus, address gaps, and strengthen efforts to improve our organizational effectiveness and colleague experience.

We [added: aim to] foster a culture where all stakeholders feel respected, valued, and heard.

Development programs are designed to build a strong pipeline of emerging [removed: talent, including diverse talent, internally,] [added: talent] and have been effective in increasing the development of our [removed: overall] colleague [removed: base as well as increasing the number of women and people of color in senior leader roles.][added: base.]

We also partner with external organizations to offer additional resources for reskilling and upskilling [removed: colleagues, including diverse colleagues.][added: colleagues as we build the workforce of the future.]

Various resources are used by management to understand what drives a sense of inclusion and [removed: belonging and to identify what actions will be effective in attracting and retaining diverse colleagues.][added: belonging.]

Analytics are used to help prioritize initiatives, including responses to our [removed: OHS,] [added: Organizational Health Survey,] which we segment by various colleague populations to provide additional insights.

Our [removed: BRGs] [added: BRGs, which are open to all employees,] include Citizens WIN (Women’s Impact Network), Citizens Elev8 (Rising Professionals), Prism (Multicultural), Citizens Pride (LGBTQ+), Citizens Veterans, [removed: and] Citizens Awake (Disability [removed: Awareness).][added: Awareness), and Caring for Citizens (Caregivers).]

Each BRG is sponsored by a member of the executive team and approximately [removed: 3,500] [added: 3,700] colleagues belonged to at least one BRG as of December 31, [removed: 2023.][added: 2024.]

We prioritize the health and well-being of our colleagues and their loved [removed: ones.][added: ones, offering benefit programs and other resources that support colleagues in all aspects of their lives.]

We [removed: continue to] embrace flexibility and manage our hybrid workforce in a manner that ensures colleagues are working in ways that best support our customers, foster engagement and innovation, and maintain our company culture.

As part of this announcement, we committed to engage corporate clients in high-emitting sectors on climate-related [removed: topics, beginning with a target] [added: topics and] to [removed: engage 100% of our Oil & Gas clients] [added: achieving operational carbon neutrality] by [removed: the end of 2024.][added: 2035.]

For more details regarding [removed: ESG and other corporate responsibility matters,] [added: our sustainability efforts,] go to our website.

The discussion below outlines the material elements of selected laws and regulations applicable to us and our [removed: subsidiaries.][added: subsidiaries, but do not summarize all possible or proposed changes in laws or regulations.]

We are subject to examinations by federal banking regulators, as well as the SEC, [removed: FINRA] [added: FINRA, CFTC] and various state insurance and securities regulators.

In [removed: reaction] [added: response] to the COVID disruption, [removed: on September 30, 2020,] the federal banking regulators adopted a final rule relative to regulatory capital treatment of the ACL under CECL.

The three-year transition period [removed: will phase-in] [added: phased-in] the reversal of the aggregate amount of the capital benefit provided during the initial two-year delay.

Our Private Bank serves high- and ultra-high-net-worth individuals, family offices, private equity/venture capital firms, and business clients through integrated wealth management and banking services.

We are enhancing capabilities in key areas including technology, payments, data and analytics, private bank and wealth, collections and fraud, and digital (mobile/online banking and omni-channel servicing).

We continue to experiment with and deploy transformative technologies like Machine Learning (ML) and Artificial Intelligence (AI/Gen AI) across our customer-facing businesses and functions to drive value-add impact and improved experiences for our colleagues and customers.

We are on a multi-year journey to build bold leaders at every level and to foster a culture of learning and innovation.

We facilitate programs aimed at developing leadership capabilities and building capabilities to ensure colleagues excel in their current roles and are valuable contributors in the future.

Citizens Talent Matters, launched in 2024, is a talent marketplace that creates personalized experiences to support skill-building and career advancement for colleagues.

Attracting and retaining talent with the skills and experience necessary to drive our long-term priorities remains integral to achieving our strategic plan.

We evaluate candidates on their holistic portfolio of skills and experiences.

Ongoing competition for talent in high-volume roles and emerging skill areas persists, and we have implemented new processes to improve the efficiency of the hiring process.

Talent selection will continue to have broad impacts on culture, leadership, and productivity at all levels and focus remains on expanding capabilities to attract, select, and retain talent.

Listening to our colleagues’ voices and experiences is important to us and is instrumental in helping management evolve company culture to best support our business strategy.

We have enhanced our colleague listening efforts to include multiple channels and more frequent touch points, including our annual organizational health survey as well as an interim pulse survey and five life-cycle surveys measuring colleague sentiment at different stages.

Culture of Inclusion

An area of focus is the development of partnerships with businesses and community organizations to help identify candidates with diverse backgrounds and perspectives.

In addition, we have seven business resource groups (“BRGs”), which we believe are important to enhancing our culture while supporting our enterprise inclusion strategy.

They also help to identify and support initiatives that are most important to customers, colleagues, and the community.

We review our offerings on a regular basis and have expanded resources in recent years, with a particular focus on colleague well-being.

In 2024, we launched a colleague podcast that explores well-being from the perspectives of different company leaders and colleagues, and began curating monthly content on our intranet aimed at encouraging colleagues to make their well-being a priority.

In addition, we introduced Citizens CARES, a colleague emergency assistance program designed to provide financial assistance to team members navigating personal hardships.

In recognition of the continued impact of inflation on colleagues, we have absorbed most of the increase to medical plan premiums and kept colleague deductibles and out-of-pocket maximums flat for all medical plans/tiers for 2025.

Our integrated, enterprise-wide Sustainability & Impact strategy helps us build a better future for all those we serve and, led by robust corporate governance, helps guide the decisions we make.

Our strategy means serving our customers and clients, engaging shareholders, monitoring our environmental impact and empowering our colleagues and communities to thrive.

Our four focus areas include robust corporate governance, positive climate impact, the workforce of the future, and fostering strong communities, which speak to what we believe are the strengths of our company and how we are driving growth and having a positive impact on our business, society, and the planet.

In 2024, CBNA registered as a swap dealer with the CFTC and became a member of the National Futures Association, the self-regulatory organization for participants in the U.S. derivatives industry, to accommodate growth in its hedging business.

For more information see “Regulation of Derivatives” below.

As of December 31, 2024, the Company and CBNA expect to remain above the current minimum capital and buffer requirements if the proposal were adopted in its current form.

The FRB has indicated that it expects to work with the other federal banking regulators in 2025 on a revised proposal.

In addition, the resolution strategy must utilize the formation and stabilization of a bridge depository institution that continues operation through the completion of the resolution and exit from the bridge depository institution, unless the IDI determines and demonstrates why another strategy would be more appropriate, could be executed across a range of likely failure scenarios, and best addresses the credibility criteria.

The final rule also includes criteria for the FDIC to assess the credibility of resolution plans and expands expectations regarding capabilities testing.

CBNA’s initial resolution plan submission under the final rule is due on or before July 1, 2025.

As of September 30, 2024, the FDIC projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at an estimated quarterly rate of 1.69 basis points.

Regulation of Derivatives

Title VII of the Dodd-Frank Act establishes a regulatory framework with respect to OTC derivatives, including swaps and security-based swaps.

This framework requires registration of certain market participants as swap dealers and security-based swap dealers, and central clearing and trade execution of certain swaps and security-based swaps on regulated exchanges or execution facilities.

CBNA has registered as a swap dealer with the CFTC and is subject to the CFTC’s regulatory regime, including business conduct standards, recordkeeping, and transaction and financial reporting requirements.

CBNA also is subject to regulation by the National Futures Association, a self-regulatory organization.

In addition, CBNA is subject to the OCC’s rules that mandate the exchange of initial margin and variation margin for swaps and security-based swaps between CBNA and specified counterparties that are not centrally cleared through a regulated clearing house.

The amount of margin required varies based on the relative risk of the associated swap.

Under the Dodd-Frank Act, the Federal Reserve adopted rules applicable to banks with $10 billion or more in assets, such as CBNA, that establish standards for debit card interchange fees and prohibit network exclusivity and routing restrictions.

These rules establish a maximum permissible interchange fee that banks may charge for many types of debit card transactions.

In 2023, we launched the Private Bank, which seeks to serve high-net-worth individuals and families, as well as commercial clients, to integrate our wealth management and banking services.

We have integrated the Investors acquisition and HSBC transaction and are focused on improving branch productivity and deepening relationships with those customers.

We are enhancing capabilities in key areas including consumer lending, wealth, capital markets and payments.

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

During 2023, we continued tailored leadership training and coaching for senior management following the detailed talent assessments conducted the prior year.

We aim to equip all colleagues with the skills necessary to excel in their current roles and to build capabilities that will enable them to be highly valuable contributors in the future.

The talent market remains competitive, particularly in emerging skill areas, and we implemented a strategy to fill critical gaps that utilizes a combination of external hiring in critical areas (e.g., technology, digital, cyber, risk, marketing, and data), a strong internal mobility program made possible by the expanded learning and development offerings provided to colleagues, and reliance on temporary workers for short-term or technical projects.

As part of our ongoing efforts to develop a high performing workforce and make Citizens a great place to work and build a career, we conduct an annual organizational health survey (“OHS”).

The results of our survey are instrumental in helping management prioritize areas of change that are most important to colleagues.

Between our initial public offering and 2022, we had a 19-point increase in our overall survey score and achieved top quartile status within McKinsey’s global benchmarks.

In 2023, with an eye toward continuing to evolve our strategy and culture, we transitioned to a new OHS tool.

In 2023, 87% of colleagues participated in the OHS, which is our all-time highest participation rate.

Diversity, Equity and Inclusion

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 acknowledge that there are opportunities to further increase the representation of women and people of color, particularly in leadership roles, and we continue to develop strong partnerships with business and community organizations to help identify diverse candidates for roles within every segment of our organization.

In addition, we ensure that interview slates for senior openings include candidates with diverse backgrounds and perspectives.

An internal dashboard is used to monitor our progress across multiple DE&I metrics.

In addition, we have seven business resource groups (“BRGs”), which 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).

We also offer education programs focused on embedding inclusive behaviors in our culture designed for colleagues at all levels of leadership.

Our benefit programs are designed to support colleagues’ physical, mental, and financial well-being and we have added several resources in recent years.

In an effort to greater support each colleague’s unique journey, we enhanced our partnership with our BRGs by providing subject matter experts to share their experience and expertise with all BRG members, as well as increasing awareness of available tools and resources.

In late 2022, we 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.

In 2023, we increased paid bereavement leave, added several mental health resources, and provided each colleague an extra day of paid time-off to be used as a wellness day.

In recognition of the impact of inflation on colleagues there were also no increases to colleague premiums, co-pays or deductibles for medical, dental, and vision coverage for 2023.

Our efforts relative to ESG matters are aligned with the needs, interests, and expectations of our stakeholders and are divided into four focus areas: Leading with Robust Corporate Governance, Driving Positive Climate Impact, Building the Workforce of the Future, and Fostering Strong Communities.

These areas speak to the strengths of our company, align with our business priorities, and define how we can have an outsized impact on our business, society, and the planet.

In addition, we committed to achieving carbon neutrality by 2035.

As discussed in greater detail in “Capital and Stress Testing Requirements” and “Long-Term Debt Requirements”, the federal banking regulators proposed sweeping changes to the regulatory capital and liquidity rules that would significantly impact the application of those rules to the Company.

On January 1, 2020, we adopted the CECL accounting standard.

The second would use a new expanded risk-based approach, consisting of new non-models-based approaches for credit risk, operational risk and credit valuation adjustment risk, as well as the proposed revised market risk capital rule.

Additionally, Category IV firms would become subject to the supplementary leverage ratio and the countercyclical capital buffer.

The Company estimates a pro forma CET1 ratio, adjusted for the AOCI opt-out removal, of 9.0% as of December 31, 2023.

In addition, the proposal is estimated to modestly increase our RWA on a fully phased-in basis.

Under the proposal, the rule would take effect on July 1, 2025, with a three-year phase-in of the capital impact through June 30, 2028.

Comments on the proposal were due by January 16, 2024.

We continue to evaluate the full impact of the proposal.

In 2021, the FDIC issued a Statement on Resolution Plans for IDIs that, among other things, established a three-year filing cycle for banks with $100 billion or more in total assets, such as CBNA, and provided details regarding the content of the resolution plans that filers are required to prepare.

In addition, the strategy generally expects, but does not require, a default scenario whereby the FDIC, as receiver of the failed institution, operates the institution under a bridge bank.

The proposal also enhances how the credibility of resolution plans will be assessed, expands expectations regarding engagement and capabilities testing, and requires IDIs to demonstrate the capability to promptly establish a virtual data room in the run-up to or upon failure.

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) [added: OF THE SECURITIES EXCHANGE ACT OF 1934]

[added: ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)] OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year [removed: Ended][added: Ended December 31, 2024]

For the [removed: Transition Period From][added: transition period from _____ to _____]

[removed: ][added: ]

(Exact name of [removed: the] registrant as specified in its charter)

| (State or [removed: Other Jurisdiction of Incorporation] [added: other jurisdiction of incorporation] or [removed: Organization)] [added: organization)] | | | | | | (I.R.S. Employer Identification Number) | | |

| Depositary Shares, each representing a 1/40th interest in a share of [removed: 6.350% Fixed-to-Floating Rate] [added: 7.375% Fixed-Rate] Non-Cumulative Perpetual Preferred Stock, Series [removed: D] [added: H] | | | CFG [removed: PrD] [added: PrH] | | | New York Stock Exchange | | |

Indicate by check mark whether the [removed: Registrant] [added: registrant] (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such [removed: reports)] [added: reports),] and (2) has been subject to such filing requirements for the past 90 days.

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $12,304,245,801] [added: $16,220,612,178] (based on the June 30, [removed: 2023] [added: 2024] closing price of Citizens Financial Group, Inc. common shares of [removed: $26.08] [added: $36.03] as reported on the New York Stock Exchange).

There were [removed: 458,756,723] [added: 437,136,981] shares of the registrant’s common stock ($0.01 par value) outstanding on February [removed: 1, 2024.][added: 4, 2025.]

Portions of Citizens Financial Group, Inc.’s [removed: proxy statement] [added: Proxy Statement] to be filed with the United States Securities and Exchange Commission in connection with Citizens Financial Group, Inc.’s [removed: 2024] [added: 2025] annual meeting of stockholders (the “Proxy Statement”) are incorporated by reference into Part III hereof.

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

| | | | [Glossary of Acronyms and [removed: Terms](#i51f41e5d525741dd9c933046ddb6d1a8_10)] [added: Terms](#i6321b404158340f5b9e74ce514294fc3_10)] | | | | | | [removed: [2](#i51f41e5d525741dd9c933046ddb6d1a8_10)] [added: [2](#i6321b404158340f5b9e74ce514294fc3_10)] | | | | | |

| | | | [removed: [Forward-looking Statements](#i51f41e5d525741dd9c933046ddb6d1a8_13)] [added: [Forward-Looking Statements](#i6321b404158340f5b9e74ce514294fc3_13)] | | | | | | [removed: [5](#i51f41e5d525741dd9c933046ddb6d1a8_13)] [added: [5](#i6321b404158340f5b9e74ce514294fc3_13)] | | | | | |

| | | | [Item 1. [removed: Business](#i51f41e5d525741dd9c933046ddb6d1a8_19)] [added: Business](#i6321b404158340f5b9e74ce514294fc3_19)] | | | | | | [removed: [6](#i51f41e5d525741dd9c933046ddb6d1a8_19)] [added: [6](#i6321b404158340f5b9e74ce514294fc3_19)] | | | | | |

| | | | [Item 1A. Risk [removed: Factors](#i51f41e5d525741dd9c933046ddb6d1a8_22)] [added: Factors](#i6321b404158340f5b9e74ce514294fc3_22)] | | | | | | [removed: [20](#i51f41e5d525741dd9c933046ddb6d1a8_22)] [added: [21](#i6321b404158340f5b9e74ce514294fc3_22)] | | | | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#i51f41e5d525741dd9c933046ddb6d1a8_25)] [added: Comments](#i6321b404158340f5b9e74ce514294fc3_25)] | | | | | | [removed: [33](#i51f41e5d525741dd9c933046ddb6d1a8_25)] [added: [34](#i6321b404158340f5b9e74ce514294fc3_25)] | | | | | |

| | | | [Item 1C. [removed: Cybersecurity](#i51f41e5d525741dd9c933046ddb6d1a8_2321)] [added: Cybersecurity](#i6321b404158340f5b9e74ce514294fc3_28)] | | | | | | [removed: [33](#i51f41e5d525741dd9c933046ddb6d1a8_2321)] [added: [34](#i6321b404158340f5b9e74ce514294fc3_28)] | | | | | |

| | | | [Item 2. [removed: Properties](#i51f41e5d525741dd9c933046ddb6d1a8_28)] [added: Properties](#i6321b404158340f5b9e74ce514294fc3_31)] | | | | | | [removed: [34](#i51f41e5d525741dd9c933046ddb6d1a8_28)] [added: [35](#i6321b404158340f5b9e74ce514294fc3_31)] | | | | | |

| | | | [Item 3. Legal [removed: Proceedings](#i51f41e5d525741dd9c933046ddb6d1a8_31)] [added: Proceedings](#i6321b404158340f5b9e74ce514294fc3_34)] | | | | | | [removed: [34](#i51f41e5d525741dd9c933046ddb6d1a8_31)] [added: [35](#i6321b404158340f5b9e74ce514294fc3_34)] | | | | | |

| | | | [Item 4. Mine Safety [removed: Disclosures](#i51f41e5d525741dd9c933046ddb6d1a8_34)] [added: Disclosures](#i6321b404158340f5b9e74ce514294fc3_37)] | | | | | | [removed: [34](#i51f41e5d525741dd9c933046ddb6d1a8_34)] [added: [35](#i6321b404158340f5b9e74ce514294fc3_37)] | | | | | |

| | | | [Part [removed: II.](#i51f41e5d525741dd9c933046ddb6d1a8_37)] [added: II.](#i6321b404158340f5b9e74ce514294fc3_40)] | | | | | | | | | | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i51f41e5d525741dd9c933046ddb6d1a8_40)] [added: Securities](#i6321b404158340f5b9e74ce514294fc3_43)] | | | | | | [removed: [34](#i51f41e5d525741dd9c933046ddb6d1a8_40)] [added: [36](#i6321b404158340f5b9e74ce514294fc3_43)] | | | | | |

| | | | [Item 6. [removed: Reserved](#i51f41e5d525741dd9c933046ddb6d1a8_43)] [added: Reserved](#i6321b404158340f5b9e74ce514294fc3_46)] | | | | | | [removed: [36](#i51f41e5d525741dd9c933046ddb6d1a8_43)] [added: [37](#i6321b404158340f5b9e74ce514294fc3_46)] | | | | | |

| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i51f41e5d525741dd9c933046ddb6d1a8_46)] [added: Operations](#i6321b404158340f5b9e74ce514294fc3_49)] | | | | | | [removed: [37](#i51f41e5d525741dd9c933046ddb6d1a8_46)] [added: [38](#i6321b404158340f5b9e74ce514294fc3_49)] | | | | | |

| | | | [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#i51f41e5d525741dd9c933046ddb6d1a8_118)] [added: Risk](#i6321b404158340f5b9e74ce514294fc3_130)] | | | | | | [removed: [77](#i51f41e5d525741dd9c933046ddb6d1a8_118)] [added: [80](#i6321b404158340f5b9e74ce514294fc3_130)] | | | | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#i51f41e5d525741dd9c933046ddb6d1a8_121)] [added: Data](#i6321b404158340f5b9e74ce514294fc3_133)] | | | | | | [removed: [78](#i51f41e5d525741dd9c933046ddb6d1a8_121)] [added: [81](#i6321b404158340f5b9e74ce514294fc3_133)] | | | | | |

| | | | [Consolidated Balance [removed: Sheets](#i51f41e5d525741dd9c933046ddb6d1a8_133)] [added: Sheets](#i6321b404158340f5b9e74ce514294fc3_145)] | | | | | | [removed: [84](#i51f41e5d525741dd9c933046ddb6d1a8_133)] [added: [87](#i6321b404158340f5b9e74ce514294fc3_145)] | | | | | |

| | | | [Consolidated Statements of [removed: Operations](#i51f41e5d525741dd9c933046ddb6d1a8_136)] [added: Operations](#i6321b404158340f5b9e74ce514294fc3_148)] | | | | | | [removed: [85](#i51f41e5d525741dd9c933046ddb6d1a8_136)] [added: [88](#i6321b404158340f5b9e74ce514294fc3_148)] | | | | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i51f41e5d525741dd9c933046ddb6d1a8_139)] [added: Income](#i6321b404158340f5b9e74ce514294fc3_151)] | | | | | | [removed: [86](#i51f41e5d525741dd9c933046ddb6d1a8_139)] [added: [89](#i6321b404158340f5b9e74ce514294fc3_151)] | | | | | |

| | | | [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i51f41e5d525741dd9c933046ddb6d1a8_142)] [added: Equity](#i6321b404158340f5b9e74ce514294fc3_154)] | | | | | | [removed: [87](#i51f41e5d525741dd9c933046ddb6d1a8_142)] [added: [90](#i6321b404158340f5b9e74ce514294fc3_154)] | | | | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i51f41e5d525741dd9c933046ddb6d1a8_145)] [added: Flows](#i6321b404158340f5b9e74ce514294fc3_157)] | | | | | | [removed: [88](#i51f41e5d525741dd9c933046ddb6d1a8_145)] [added: [91](#i6321b404158340f5b9e74ce514294fc3_157)] | | | | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i51f41e5d525741dd9c933046ddb6d1a8_148)] [added: Statements](#i6321b404158340f5b9e74ce514294fc3_160)] | | | | | | [removed: [90](#i51f41e5d525741dd9c933046ddb6d1a8_148)] [added: [93](#i6321b404158340f5b9e74ce514294fc3_160)] | | | | | |

| | | | [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i51f41e5d525741dd9c933046ddb6d1a8_247)] [added: Disclosure](#i6321b404158340f5b9e74ce514294fc3_256)] | | | | | | [removed: [153](#i51f41e5d525741dd9c933046ddb6d1a8_247)] [added: [155](#i6321b404158340f5b9e74ce514294fc3_256)] | | | | | |

| | | | [Item 9A. Controls and [removed: Procedures](#i51f41e5d525741dd9c933046ddb6d1a8_250)] [added: Procedures](#i6321b404158340f5b9e74ce514294fc3_259)] | | | | | | [removed: [153](#i51f41e5d525741dd9c933046ddb6d1a8_250)] [added: [155](#i6321b404158340f5b9e74ce514294fc3_259)] | | | | | |

| | | | [Item 9B. Other [removed: Information](#i51f41e5d525741dd9c933046ddb6d1a8_253)] [added: Information](#i6321b404158340f5b9e74ce514294fc3_262)] | | | | | | [removed: [154](#i51f41e5d525741dd9c933046ddb6d1a8_253)] [added: [156](#i6321b404158340f5b9e74ce514294fc3_262)] | | | | | |

| | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i51f41e5d525741dd9c933046ddb6d1a8_256)] [added: Inspections](#i6321b404158340f5b9e74ce514294fc3_265)] | | | | | | [removed: [154](#i51f41e5d525741dd9c933046ddb6d1a8_256)] [added: [156](#i6321b404158340f5b9e74ce514294fc3_265)] | | | | | |

| | | | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i51f41e5d525741dd9c933046ddb6d1a8_262)] [added: Governance](#i6321b404158340f5b9e74ce514294fc3_271)] | | | | | | [removed: [154](#i51f41e5d525741dd9c933046ddb6d1a8_262)] [added: [156](#i6321b404158340f5b9e74ce514294fc3_271)] | | | | | |

| | | | [Item 11. Executive [removed: Compensation](#i51f41e5d525741dd9c933046ddb6d1a8_265)] [added: Compensation](#i6321b404158340f5b9e74ce514294fc3_274)] | | | | | | [removed: [154](#i51f41e5d525741dd9c933046ddb6d1a8_265)] [added: [156](#i6321b404158340f5b9e74ce514294fc3_274)] | | | | | |

or

| | | | [Part I.](#i6321b404158340f5b9e74ce514294fc3_16) | | | | | | | | | | | |

| | | | [Part III.](#i6321b404158340f5b9e74ce514294fc3_268) | | | | | | | | | | | |

| | | | [Part IV.](#i6321b404158340f5b9e74ce514294fc3_286) | | | | | | | | | | | |

| | | | [Signatures](#i6321b404158340f5b9e74ce514294fc3_295) | | | | | | [162](#i6321b404158340f5b9e74ce514294fc3_295) | | | | | |

| CFTC | | | | | | Commodity Futures Trading Commission | | |

| CODM | | | | | | Chief Operating Decision Maker | | |

- Our ability to execute on our strategic business initiatives and achieve our financial performance goals across our Consumer and Commercial businesses, including our Private Bank;

December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

(Not Applicable)

Such Proxy Statement will be filed within 120 days of Citizens Financial Group, Inc.’s fiscal year ended December 31, 2023.

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

| | | | [Part I.](#i51f41e5d525741dd9c933046ddb6d1a8_16) | | | | | | | | | | | |

| | | | [Part III.](#i51f41e5d525741dd9c933046ddb6d1a8_259) | | | | | | | | | | | |

| | | | [Part IV.](#i51f41e5d525741dd9c933046ddb6d1a8_277) | | | | | | | | | | | |

| | | | [Signatures](#i51f41e5d525741dd9c933046ddb6d1a8_286) | | | | | | [160](#i51f41e5d525741dd9c933046ddb6d1a8_286) | | | | | |

| DE&I | | | | | | Diversity, Equity and Inclusion | | |

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

| FCA | | | | | | Financial Conduct Authority | | |

| IPO | | | | | | Initial Public Offering of Citizens Financial Group, Inc. in 2014 | | |

| Last-of-Layer | | | | | | Last-of-layer is a fair value hedge of the interest rate risk of a portfolio of similar prepayable assets whereby the last dollar amount within the portfolio of assets is identified as the hedged item | | |

| LIBOR | | | | | | London Interbank Offered Rate | | |

| PPP | | | | | | The U.S. Small Business Administration’s Paycheck Protection Program | | |

| TDR | | | | | | Troubled Debt Restructuring | | |

- Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals, including the anticipated benefits of the Private Bank start-up investment and Investors acquisition;

[removed: Non-Financial] [added: Operational] Risk Management coordinates the development, maintenance, and day-to-day oversight of the Company’s Enterprise Risk Management Governance Framework (“the Framework”), which defines an integrated enterprise-wide approach to risk management.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 33] [added: 34] | | |

The CSP incorporates all of our security policies and covers the core elements of access control, infrastructure security, cybersecurity event and incident management, data protection, third-party vendor cyber risk oversight, [removed: payment security,] and training and awareness.

Both the Risk and Audit Committees [added: of our Board] have oversight of the management of our cybersecurity risk.

At December 31, [removed: 2023,] [added: 2024,] our subsidiaries owned and operated a total of [removed: 60] [added: 58] facilities and leased an additional [removed: 1,193] [added: 1,101] facilities.

| | | | | | | | | | |

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

| | | | | | | Citizens Financial Group, Inc. \| 35 | | |

Our common stock is traded on the New York Stock Exchange under the symbol “CFG.” As of February [removed: 1, 2024,] [added: 4, 2025,] our common stock was owned by [removed: 7,086] [added: 6,717] holders of record (including Cede & Co.) and approximately [removed: 445,000] [added: 484,000] beneficial shareholders whose shares were held in “street name” through a broker or bank.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 34] [added: 36] | | |

The following graph [removed: compares] [added: shows] the cumulative total [removed: stockholder returns for] [added: shareholder return on] our [removed: performance] [added: common stock] during the five-year period ended December 31, [removed: 2023 relative] [added: 2024 compared] to [removed: the performance of] [added: (i)] the Standard & Poor’s 500® [removed: index, a commonly referenced U.S. equity benchmark consisting of leading companies from diverse economic sectors;] [added: index; (ii)] the KBW Nasdaq Bank Index (“BKX”), composed of 24 [removed: leading] [added: banking stocks representing large U.S.] national money centers, regional banks and [removed: thrifts;] [added: thrift institutions;] and [added: (iii)] a group of other [added: regional] banks that constitute our [removed: peer regional banks.][added: peers.]

The points on the graph represent the [removed: fiscal quarter-end amounts based] [added: cumulative total return] on the last trading day [removed: in each subsequent] [added: of the] fiscal [removed: quarter.][added: year indicated.]

This graph shall not be deemed [removed: “soliciting material”] [added: soliciting material] or be filed with the [removed: Securities and Exchange Commission] [added: SEC] for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Citizens Financial Group, Inc. under the Securities Act of 1933, as amended, or the Exchange Act.

[removed: ][added: ]

| | | | [removed: 12/31/2023] [added: 12/31/2019] | | | [removed: 12/31/2022] [added: 12/31/2020] | | | 12/31/2021 | | | [removed: 12/31/2020] [added: 12/31/2022] | | | [removed: 12/31/2019] [added: 12/31/2023] | | | [removed: 12/31/2018] [added: 12/31/2024] | | |

| KBW BKX Index | | | [removed: 132] [added: 100] | | | [removed: 133] [added: 90] | | | [removed: 169] [added: 124] | | | [removed: 122] [added: 98] | | | [removed: 136] [added: 97] | | | [removed: 100] [added: 133] | | |

| Peer Regional Bank Average | | | [removed: 133] [added: 100] | | | [removed: 134] [added: 89] | | | [removed: 162] [added: 120] | | | [removed: 120] [added: 100] | | | [removed: 134] [added: 99] | | | [removed: 100] [added: 126] | | |

Details of the repurchases of the Company’s common stock during the three months ended December 31, [removed: 2023] [added: 2024] are included below:

(1) [removed: Reflects] [added: 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 [removed: February 17, 2023,] [added: June 28, 2024,] the Company announced that its Board of Directors increased the capacity under its common share repurchase program by an additional [removed: $1.15 billion,] [added: $656 million,] which was incremental to the [removed: $850] [added: $594] million of capacity remaining [removed: as of December 31, 2022] under the prior [removed: June 2022] [added: February 2023] authorization.

The graph assumes an initial investment of $100 at the closing price on December 31, 2019 and that all dividends were reinvested.

| CFG | | | $100 | | | $93 | | | $128 | | | $111 | | | $99 | | | $136 | | |

| S&P 500 Index | | | 100 | | | 118 | | | 152 | | | 125 | | | 157 | | | 197 | | |

| October 1, 2024 - October 31, 2024 | | | 4,530,928 | | | $44.06 | | | 4,530,917 | | | $725,357,995 | | |

| November 1, 2024 - November 30, 2024 | | | 285 | | | $42.12 | | | — | | | $725,357,995 | | |

| December 1, 2024 - December 31, 2024 | | | 575,505 | | | $44.06 | | | 575,505 | | | $700,000,000 | | |

| | | | | | | | | | |

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

The graph assumes a $100 investment at the closing price on December 31, 2018 in each of CFG common stock, the S&P 500 index, the BKX and the peer market-capitalization weighted average and assumes all dividends were reinvested on the date paid.

| CFG | | | $140 | | | $157 | | | $181 | | | $132 | | | $142 | | | $100 | | |

| S&P 500 Index | | | 207 | | | 164 | | | 200 | | | 156 | | | 131 | | | 100 | | |

| | | | | | | Citizens Financial Group, Inc. \| 35 | | |

| October 1, 2023 - October 31, 2023 | | | 329 | | | $16.82 | | | — | | | $1,094,000,058 | | |

| November 1, 2023 - November 30, 2023 | | | 335 | | | $23.43 | | | — | | | $1,094,000,058 | | |

| December 1, 2023 - December 31, 2023 | | | 691 | | | $12.41 | | | — | | | $1,094,000,058 | | |

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

| [Report of Management on Internal Control Over Financial [removed: Reporting](#i51f41e5d525741dd9c933046ddb6d1a8_124)] [added: Reporting](#i6321b404158340f5b9e74ce514294fc3_136)] | | | | | | [removed: [79](#i51f41e5d525741dd9c933046ddb6d1a8_124)] [added: [82](#i6321b404158340f5b9e74ce514294fc3_136)] | | |

| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID [removed: No.](#i51f41e5d525741dd9c933046ddb6d1a8_127)] [added: No.](#i6321b404158340f5b9e74ce514294fc3_139)] 34) | | | | | | [removed: [80](#i51f41e5d525741dd9c933046ddb6d1a8_127)] [added: [83](#i6321b404158340f5b9e74ce514294fc3_139)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i51f41e5d525741dd9c933046ddb6d1a8_130)] [added: Reporting](#i6321b404158340f5b9e74ce514294fc3_142)] | | | | | | [removed: [83](#i51f41e5d525741dd9c933046ddb6d1a8_130)] [added: [86](#i6321b404158340f5b9e74ce514294fc3_142)] | | |

| [Consolidated Balance [removed: Sheets](#i51f41e5d525741dd9c933046ddb6d1a8_133)] [added: Sheets](#i6321b404158340f5b9e74ce514294fc3_145)] | | | | | | [removed: [84](#i51f41e5d525741dd9c933046ddb6d1a8_133)] [added: [87](#i6321b404158340f5b9e74ce514294fc3_145)] | | |

| [Consolidated Statements of [removed: Operations](#i51f41e5d525741dd9c933046ddb6d1a8_136)] [added: Operations](#i6321b404158340f5b9e74ce514294fc3_148)] | | | | | | [removed: [85](#i51f41e5d525741dd9c933046ddb6d1a8_136)] [added: [88](#i6321b404158340f5b9e74ce514294fc3_148)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i51f41e5d525741dd9c933046ddb6d1a8_139)] [added: Income](#i6321b404158340f5b9e74ce514294fc3_151)] | | | | | | [removed: [86](#i51f41e5d525741dd9c933046ddb6d1a8_139)] [added: [89](#i6321b404158340f5b9e74ce514294fc3_151)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i51f41e5d525741dd9c933046ddb6d1a8_142)] [added: Equity](#i6321b404158340f5b9e74ce514294fc3_154)] | | | | | | [removed: [87](#i51f41e5d525741dd9c933046ddb6d1a8_142)] [added: [90](#i6321b404158340f5b9e74ce514294fc3_154)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i51f41e5d525741dd9c933046ddb6d1a8_145)] [added: Flows](#i6321b404158340f5b9e74ce514294fc3_157)] | | | | | | [removed: [88](#i51f41e5d525741dd9c933046ddb6d1a8_145)] [added: [91](#i6321b404158340f5b9e74ce514294fc3_157)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i51f41e5d525741dd9c933046ddb6d1a8_148)] [added: Statements](#i6321b404158340f5b9e74ce514294fc3_160)] | | | | | | [removed: [90](#i51f41e5d525741dd9c933046ddb6d1a8_148)] [added: [93](#i6321b404158340f5b9e74ce514294fc3_160)] | | |

| [Note 1 - Significant Accounting [removed: Policies](#i51f41e5d525741dd9c933046ddb6d1a8_151)] [added: Policies](#i6321b404158340f5b9e74ce514294fc3_163)] | | | | | | [removed: [90](#i51f41e5d525741dd9c933046ddb6d1a8_151)] [added: [93](#i6321b404158340f5b9e74ce514294fc3_163)] | | |

| [Note 3 - Cash and Due from [removed: Banks](#i51f41e5d525741dd9c933046ddb6d1a8_157)] [added: Banks](#i6321b404158340f5b9e74ce514294fc3_169)] | | | | | | [removed: [96](#i51f41e5d525741dd9c933046ddb6d1a8_157)] [added: [95](#i6321b404158340f5b9e74ce514294fc3_169)] | | |

| [Note 5 - Loans and [removed: Leases](#i51f41e5d525741dd9c933046ddb6d1a8_163)] [added: Leases](#i6321b404158340f5b9e74ce514294fc3_175)] | | | | | | [removed: [100](#i51f41e5d525741dd9c933046ddb6d1a8_163)] [added: [99](#i6321b404158340f5b9e74ce514294fc3_175)] | | |

| [Note 6 - Credit Quality and the Allowance for Credit [removed: Losses](#i51f41e5d525741dd9c933046ddb6d1a8_166)] [added: Losses](#i6321b404158340f5b9e74ce514294fc3_178)] | | | | | | [removed: [102](#i51f41e5d525741dd9c933046ddb6d1a8_166)] [added: [101](#i6321b404158340f5b9e74ce514294fc3_178)] | | |

| [Note 7 - Premises, Equipment and [removed: Software](#i51f41e5d525741dd9c933046ddb6d1a8_172)] [added: Software](#i6321b404158340f5b9e74ce514294fc3_184)] | | | | | | [removed: [116](#i51f41e5d525741dd9c933046ddb6d1a8_172)] [added: [115](#i6321b404158340f5b9e74ce514294fc3_184)] | | |

| [Note 9 - [removed: Leases](#i51f41e5d525741dd9c933046ddb6d1a8_178)] [added: Leases](#i6321b404158340f5b9e74ce514294fc3_190)] | | | | | | [removed: [118](#i51f41e5d525741dd9c933046ddb6d1a8_178)] [added: [118](#i6321b404158340f5b9e74ce514294fc3_190)] | | |

| [Note 10 - Goodwill and Intangible [removed: Assets](#i51f41e5d525741dd9c933046ddb6d1a8_181)] [added: Assets](#i6321b404158340f5b9e74ce514294fc3_193)] | | | | | | [removed: [120](#i51f41e5d525741dd9c933046ddb6d1a8_181)] [added: [120](#i6321b404158340f5b9e74ce514294fc3_193)] | | |

| [Note 11 - Variable Interest [removed: Entities](#i51f41e5d525741dd9c933046ddb6d1a8_184)] [added: Entities](#i6321b404158340f5b9e74ce514294fc3_196)] | | | | | | [removed: [121](#i51f41e5d525741dd9c933046ddb6d1a8_184)] [added: [121](#i6321b404158340f5b9e74ce514294fc3_196)] | | |

| [Note 12 - [removed: Deposits](#i51f41e5d525741dd9c933046ddb6d1a8_187)] [added: Deposits](#i6321b404158340f5b9e74ce514294fc3_199)] | | | | | | [removed: [124](#i51f41e5d525741dd9c933046ddb6d1a8_187)] [added: [124](#i6321b404158340f5b9e74ce514294fc3_199)] | | |

| [Note 13 - Borrowed [removed: Funds](#i51f41e5d525741dd9c933046ddb6d1a8_190)] [added: Funds](#i6321b404158340f5b9e74ce514294fc3_202)] | | | | | | [removed: [125](#i51f41e5d525741dd9c933046ddb6d1a8_190)] [added: [125](#i6321b404158340f5b9e74ce514294fc3_202)] | | |

| [Note 14 - [removed: Derivatives](#i51f41e5d525741dd9c933046ddb6d1a8_193)] [added: Derivatives](#i6321b404158340f5b9e74ce514294fc3_205)] | | | | | | [removed: [126](#i51f41e5d525741dd9c933046ddb6d1a8_193)] [added: [126](#i6321b404158340f5b9e74ce514294fc3_205)] | | |

| [Note 15 - Employee Benefit [removed: Plans](#i51f41e5d525741dd9c933046ddb6d1a8_196)] [added: Plans](#i6321b404158340f5b9e74ce514294fc3_208)] | | | | | | [removed: [129](#i51f41e5d525741dd9c933046ddb6d1a8_196)] [added: [130](#i6321b404158340f5b9e74ce514294fc3_208)] | | |

| [Note 16 - Accumulated Other Comprehensive Income [removed: (Loss)](#i51f41e5d525741dd9c933046ddb6d1a8_199)] [added: (Loss)](#i6321b404158340f5b9e74ce514294fc3_211)] | | | | | | [removed: [131](#i51f41e5d525741dd9c933046ddb6d1a8_199)] [added: [132](#i6321b404158340f5b9e74ce514294fc3_211)] | | |

| [Note 17 - Stockholders’ [removed: Equity](#i51f41e5d525741dd9c933046ddb6d1a8_202)] [added: Equity](#i6321b404158340f5b9e74ce514294fc3_214)] | | | | | | [removed: [132](#i51f41e5d525741dd9c933046ddb6d1a8_202)] [added: [132](#i6321b404158340f5b9e74ce514294fc3_214)] | | |

| [removed: [Note 18 - Share-Based Compensation](#i51f41e5d525741dd9c933046ddb6d1a8_208)] [added: Share-based compensation] | | | [added: 97] | | | [removed: [133](#i51f41e5d525741dd9c933046ddb6d1a8_208)] [added: 87] | | | [added: 84 | | |]

| [Note 19 - Commitments and [removed: Contingencies](#i51f41e5d525741dd9c933046ddb6d1a8_214)] [added: Contingencies](#i6321b404158340f5b9e74ce514294fc3_226)] | | | | | | [removed: [134](#i51f41e5d525741dd9c933046ddb6d1a8_214)] [added: [135](#i6321b404158340f5b9e74ce514294fc3_226)] | | |

| [Note 20 - Fair Value [removed: Measurements](#i51f41e5d525741dd9c933046ddb6d1a8_217)] [added: Measurements](#i6321b404158340f5b9e74ce514294fc3_229)] | | | | | | [removed: [136](#i51f41e5d525741dd9c933046ddb6d1a8_217)] [added: [137](#i6321b404158340f5b9e74ce514294fc3_229)] | | |

| [Note 22 - Other Operating [removed: Expense](#i51f41e5d525741dd9c933046ddb6d1a8_223)] [added: Expense](#i6321b404158340f5b9e74ce514294fc3_235)] | | | | | | [removed: [144](#i51f41e5d525741dd9c933046ddb6d1a8_223)] [added: [145](#i6321b404158340f5b9e74ce514294fc3_235)] | | |

| [Note 24 - Earnings Per [removed: Share](#i51f41e5d525741dd9c933046ddb6d1a8_232)] [added: Share](#i6321b404158340f5b9e74ce514294fc3_241)] | | | | | | [removed: [147](#i51f41e5d525741dd9c933046ddb6d1a8_232)] [added: [148](#i6321b404158340f5b9e74ce514294fc3_241)] | | |

| [Note 26 - Business Operating [removed: Segments](#i51f41e5d525741dd9c933046ddb6d1a8_238)] [added: Segments](#i6321b404158340f5b9e74ce514294fc3_247)] | | | | | | [removed: [149](#i51f41e5d525741dd9c933046ddb6d1a8_238)] [added: [150](#i6321b404158340f5b9e74ce514294fc3_247)] | | |

| [Note 27 - Parent Company [removed: Financials](#i51f41e5d525741dd9c933046ddb6d1a8_241)] [added: Financials](#i6321b404158340f5b9e74ce514294fc3_250)] | | | | | | [removed: [152](#i51f41e5d525741dd9c933046ddb6d1a8_241)] [added: [153](#i6321b404158340f5b9e74ce514294fc3_250)] | | |

| | | | | | | Citizens Financial Group, Inc. \| [removed: 78] [added: 153] | | |

Management assessed the effectiveness of the Company’s system of internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their accompanying report appearing on page [removed: [83](#i51f41e5d525741dd9c933046ddb6d1a8_130),] [added: [86](#i6321b404158340f5b9e74ce514294fc3_142),] which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 79] [added: 154] | | |

We have audited the accompanying consolidated balance sheets of Citizens Financial Group, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 16, 2024,] [added: 13, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Known and estimated data include current PD, LGD and EAD for commercial loans, timing and amount of expected draws for unfunded lending commitments, [added: and] FICO, LTV, and term for retail loans.

Historical information, such as financial statements for commercial customers or consumer credit ratings, may not be as [removed: important to] [added: relevant in] estimating future expected losses as forecasted inputs to the models during volatile economic time periods.

| [Note 2 - Acquisitions](#i6321b404158340f5b9e74ce514294fc3_166) | | | | | | [94](#i6321b404158340f5b9e74ce514294fc3_166) | | |

| [Note 4 - Securities](#i6321b404158340f5b9e74ce514294fc3_172) | | | | | | [95](#i6321b404158340f5b9e74ce514294fc3_172) | | |

| [Note 8 - Mortgage Banking and Other Serviced Loans](#i6321b404158340f5b9e74ce514294fc3_187) | | | | | | [116](#i6321b404158340f5b9e74ce514294fc3_187) | | |

| [Note 21 - Noninterest Income](#i6321b404158340f5b9e74ce514294fc3_232) | | | | | | [143](#i6321b404158340f5b9e74ce514294fc3_232) | | |

| [Note 23 - Income Taxes](#i6321b404158340f5b9e74ce514294fc3_238) | | | | | | [145](#i6321b404158340f5b9e74ce514294fc3_238) | | |

| [Note 25 - Regulatory Matters](#i6321b404158340f5b9e74ce514294fc3_244) | | | | | | [149](#i6321b404158340f5b9e74ce514294fc3_244) | | |

- We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.

February 13, 2025

| Loans held for sale (includes $825 and $676, respectively, measured at fair value)(3) | | | 858 | | | | | | 779 | | |

(3) See Note 1 for information regarding updates to the Consolidated Balance Sheets during 2024.

| Wealth fees(1) | | | 294 | | | 259 | | | 249 | | |

(1) See Note 1 for information regarding updates to the Consolidated Statements of Operations during 2024.

| Dividends declared - common stock | | | — | | | — | | | | | | — | | | — | | | — | | | (779) | | | — | | | — | | | (779) | | |

| Dividends declared - preferred stock | | | — | | | — | | | | | | — | | | — | | | — | | | (113) | | | — | | | — | | | (113) | | |

| Dividends declared - common stock | | | — | | | — | | | | | | — | | | — | | | — | | | (808) | | | — | | | — | | | (808) | | |

| Dividends declared - common stock | | | — | | | — | | | | | | — | | | — | | | — | | | (769) | | | — | | | — | | | (769) | | |

| Dividends declared - preferred stock | | | — | | | — | | | | | | — | | | — | | | — | | | (137) | | | — | | | — | | | (137) | | |

| Share repurchase excise tax | | | — | | | — | | | | | | — | | | — | | | — | | | — | | | (11) | | | — | | | (11) | | |

| Balance at December 31, 2024 | | | 2 | | | $2,113 | | | | | | 441 | | | $7 | | | $22,364 | | | $10,412 | | | ($7,047) | | | ($3,595) | | | $24,254 | | |

During 2024, the Company modified the presentation of its loans and leases portfolio to include leases in the commercial and industrial financing receivable class.

In addition, LHFS, at fair value and Other LHFS were combined into LHFS in the Consolidated Balance Sheets.

See Notes 5 and 6 for additional information relative to the Company’s loans and leases portfolio.

In the Consolidated Statements of Operations, Trust and investment services fees was renamed to Wealth fees to better reflect the broad range of wealth-related management fees and services provided to customers and Interest and fees on other LHFS is now included with Interest and fees on LHFS.

Change in Accounting Principle

During 2024, the Company voluntarily changed its annual goodwill impairment assessment date from October 31st to October 1st to better align its testing procedures with its annual financial planning process and year-end reporting schedule.

Less than 12 months elapsed between the Company’s previous annual assessment as of October 31, 2023, and the annual assessment performed as of October 1, 2024.

This change in accounting principle did not result in any delay, acceleration or avoidance of a goodwill impairment charge.

The Company continuously monitors each reporting unit for triggering events for the purpose of goodwill impairment testing.

| Securities | | | [4](#i6321b404158340f5b9e74ce514294fc3_172) | | | [95](#i6321b404158340f5b9e74ce514294fc3_172) | | |

| Leases | | | [9](#i6321b404158340f5b9e74ce514294fc3_190) | | | [118](#i6321b404158340f5b9e74ce514294fc3_190) | | |

| Employee Benefits | | | [15](#i6321b404158340f5b9e74ce514294fc3_208) | | | [130](#i6321b404158340f5b9e74ce514294fc3_208) | | |

| Fair Value Measurement | | | [20](#i6321b404158340f5b9e74ce514294fc3_229) | | | [137](#i6321b404158340f5b9e74ce514294fc3_229) | | |

| Revenue Recognition | | | [21](#i6321b404158340f5b9e74ce514294fc3_232) | | | [143](#i6321b404158340f5b9e74ce514294fc3_232) | | |

| Income Taxes | | | [23](#i6321b404158340f5b9e74ce514294fc3_238) | | | [145](#i6321b404158340f5b9e74ce514294fc3_238) | | |

| Earnings Per Share | | | [24](#i6321b404158340f5b9e74ce514294fc3_241) | | | [148](#i6321b404158340f5b9e74ce514294fc3_241) | | |

| Business Segments | | | [26](#i6321b404158340f5b9e74ce514294fc3_247) | | | [150](#i6321b404158340f5b9e74ce514294fc3_247) | | |

| Improvements to Reportable Segment Disclosures *Issued November 2023* | | | •Requires disclosure of significant segment expenses regularly provided to the CODM •Requires disclosure of an amount for *other segment items* by reportable segment and a description of its composition •Requires disclosure of the title and position of the CODM | | | •The Company adopted the new standard on January 1, 2024, effective for annual financial statements for the year ended December 31, 2024 and subsequent interim periods beginning in 2025. •Required disclosures and discussion of significant accounting policies for business operating segments are included in Note 26. | | |

The Company’s results of operations and balance sheets for all periods presented in this Report reflect the benefit of the HSBC transaction for the period since the transaction closed on February 18, 2022.

The Company’s results of operations and balance sheets for all periods presented in this Report reflect the benefit of the Investors acquisition for the period since the acquisition closed on April 6, 2022.

| Total amortized cost of debt securities | | | $— | | | $5,748 | | | $1,767 | | | $36,070 | | | $43,585 | | |

| | | | | | | | | |

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

| [Note 2 - Acquisitions](#i51f41e5d525741dd9c933046ddb6d1a8_2406) | | | | | | [92](#i51f41e5d525741dd9c933046ddb6d1a8_2406) | | |

| [Note 4 - Securities](#i51f41e5d525741dd9c933046ddb6d1a8_160) | | | | | | [96](#i51f41e5d525741dd9c933046ddb6d1a8_160) | | |

| [Note 8 - Mortgage Banking and Other](#i51f41e5d525741dd9c933046ddb6d1a8_175) | | | | | | [117](#i51f41e5d525741dd9c933046ddb6d1a8_175) | | |

| [Note 21 - Noninterest Income](#i51f41e5d525741dd9c933046ddb6d1a8_220) | | | | | | [142](#i51f41e5d525741dd9c933046ddb6d1a8_220) | | |

| [Note 23 - Income Taxes](#i51f41e5d525741dd9c933046ddb6d1a8_226) | | | | | | [144](#i51f41e5d525741dd9c933046ddb6d1a8_226) | | |

| [Note 25 - Regulatory Matters](#i51f41e5d525741dd9c933046ddb6d1a8_235) | | | | | | [148](#i51f41e5d525741dd9c933046ddb6d1a8_235) | | |

| | | | | | | | | | |

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

| | | | | | | Citizens Financial Group, Inc. \| 80 | | |

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

February 16, 2024

| Trust and investment services fees | | | 259 | | | 249 | | | 239 | | |

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

| Balance at January 1, 2021 | | | 2 | | | $1,965 | | | | | | 427 | | | $6 | | | $18,940 | | | $6,445 | | | ($4,623) | | | ($60) | | | $22,673 | | |

| Dividends to common stockholders | | | — | | | — | | | | | | — | | | — | | | — | | | (670) | | | — | | | — | | | (670) | | |

| Dividends paid to common stockholders | | | (808) | | | (779) | | | (670) | | |

| Premium paid to exchange debt | | | — | | | — | | | (1) | | |

During the third quarter of 2023, the Company’s indirect auto and certain purchased consumer loan portfolios were transferred from the Consumer Banking segment into a new Non-Core segment to reflect the manner in which management is currently assessing performance and allocating resources.

See Note 26 for additional information.

| Securities | | | [4](#i51f41e5d525741dd9c933046ddb6d1a8_160) | | | [96](#i51f41e5d525741dd9c933046ddb6d1a8_160) | | |

| Loans and Leases | | | [5](#i51f41e5d525741dd9c933046ddb6d1a8_163) | | | [100](#i51f41e5d525741dd9c933046ddb6d1a8_163) | | |

| Leases | | | [9](#i51f41e5d525741dd9c933046ddb6d1a8_178) | | | [118](#i51f41e5d525741dd9c933046ddb6d1a8_178) | | |

| Employee Benefits | | | [15](#i51f41e5d525741dd9c933046ddb6d1a8_196) | | | [129](#i51f41e5d525741dd9c933046ddb6d1a8_196) | | |

| Fair Value Measurement | | | [20](#i51f41e5d525741dd9c933046ddb6d1a8_217) | | | [136](#i51f41e5d525741dd9c933046ddb6d1a8_217) | | |

| Revenue Recognition | | | [21](#i51f41e5d525741dd9c933046ddb6d1a8_220) | | | [142](#i51f41e5d525741dd9c933046ddb6d1a8_220) | | |

| Income Taxes | | | [23](#i51f41e5d525741dd9c933046ddb6d1a8_226) | | | [144](#i51f41e5d525741dd9c933046ddb6d1a8_226) | | |

| Earnings Per Share | | | [24](#i51f41e5d525741dd9c933046ddb6d1a8_232) | | | [147](#i51f41e5d525741dd9c933046ddb6d1a8_232) | | |

| Troubled Debt Restructurings and Vintage Disclosures *Issued March 2022* | | | •Effective date: January 1, 2023. •Eliminates the separate recognition and measurement guidance for TDRs. •Requires evaluation of all modifications to borrowers experiencing financial difficulty (or FDMs) to determine whether the modification results in a new loan or continuation of an existing loan. •Requires expected credit losses measured under a discounted cash flow method to be determined using an effective interest rate based on the modified (not original) contractual terms of the loan. •Enhances disclosures by creditors for modifications of receivables from borrowers experiencing financial difficulty in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay or a term extension. •Requires disclosure of current period gross charge-offs by vintage year for loans and net investments in leases. •Transition is prospective, with an option to adopt the recognition and measurement guidance for TDRs on a modified retrospective basis, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. | | | •The Company adopted the new standard on January 1, 2023, and elected to apply the new measurement and recognition guidance for legacy TDRs under the modified retrospective transition method. •Adoption did not have a material impact on the Company’s Consolidated Financial Statements. Required disclosures and discussion of significant accounting policies for modifications to borrowers experiencing financial difficulty are included in Note 6. | | |

| Fair Value Hedging - Portfolio Layer Method *Issued March 2022* | | | •Effective date: January 1, 2023. •Replaces the ‘last-of-layer’ method. •Allows the designation of multiple layers in a closed portfolio of financial assets. •Permits hedging of non-prepayable and prepayable assets. •Prohibits the consideration of basis adjustments when measuring expected credit losses of assets in the closed portfolio or determining whether an AFS security is impaired. •The guidance on hedging multiple layers in a closed portfolio is applied prospectively. The guidance on the accounting for fair value basis adjustments is applied on a modified retrospective basis. | | | •The Company adopted the new standard on January 1, 2023. •Adoption did not have a material impact on the Company’s Consolidated Financial Statements. | | |

| Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method *Issued March 2023* | | | •Effective date: January 1, 2024. •Permits use of the proportional amortization method of accounting for all tax equity investments provided that certain conditions are met. •Proportional amortization method is elected on a tax-credit-program-by-tax-credit-program basis. •Permits adoption under the modified retrospective method or retrospective method through a cumulative-effect adjustment to retained earnings as of the beginning of the current period or first period presented, respectively. Early adoption is permitted. | | | •The Company adopted the new standard on January 1, 2023 for renewable energy and new markets tax credit investments under the modified retrospective approach. •Adoption resulted in a cumulative-effect reduction of $26 million, net of taxes, to retained earnings and a corresponding reduction to other assets of $101 million and other liabilities of $75 million, reflecting the elimination of deferred tax liabilities associated with renewable energy investments that qualify for the proportional amortization method of accounting. •Refer to Note 11 for additional information. | | |

The acquired liabilities and assets included approximately $6.3 billion in deposits and $1.5 billion in loans.

The transaction resulted in an increase to goodwill of $120 million, which was allocated to the Consumer business segment as of December 31, 2022.

The impact of the HSBC transaction, along with supplemental pro forma information as if the HSBC transaction had occurred on January 1, 2021, are not material to the Company’s Consolidated Statements of Operations.

The HSBC transaction was accounted for as a business combination.

Accordingly, the assets acquired and liabilities assumed from HSBC were recorded at fair value as of the transaction 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.

The fair value of the assets acquired and liabilities assumed from HSBC were deemed final as of June 30, 2022 and are not material to the Company’s Consolidated Balance Sheet.

On April 6, 2022, Citizens completed its Investors acquisition pursuant to an agreement and plan of merger entered into on July 28, 2021.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 153] [added: 155] | | |

In Part III of this Report we refer to relevant sections of our [removed: 2024] [added: 2025] Proxy Statement for the [removed: 2024] [added: 2025] annual meeting of shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the close of our [removed: 2023] [added: 2024] fiscal year.

Portions of our [removed: 2024] [added: 2025] Proxy Statement, including the sections we refer to in this Report, are incorporated by reference into this Report.

Information required by this item is presented under the captions “Corporate Governance Matters” — “Director Nominees” and [added: “Executive Officers”,] “Board Structure and [added: Board] Oversight Responsibilities” — “Corporate Governance Guidelines”, “Committees of the Board”, [added: and] “Code of Business Conduct and [removed: Ethics”] [added: Ethics”, “Compensation Matters — Compensation Governance” — “Insider Trading Policies] and [added: Procedures”, and] “Other Items” [removed: -] [added: —] “Delinquent Section 16(a) [removed: Reporting”] [added: Reports”] of our [removed: 2024] [added: 2025] Proxy Statement, which is incorporated by reference into this item.

Information required by this item is presented under the captions [removed: “Executive Compensation] [added: “Compensation] Matters” — “Compensation Discussion and [removed: Analysis,”] [added: Analysis”,] “Compensation and HR Committee [added: Interlocks and Insider Participation”, “Compensation and HR Committee] Report”, “Executive Compensation Tables”, “Termination of Employment and Change of Control”, “Role of Risk Management in Compensation”, [added: and] “Dodd Frank Compensation Disclosure” — “CEO Pay Ratio” and “Pay Versus Performance”, and “Corporate Governance Matters” - “Director Compensation” of our [removed: 2024] [added: 2025] Proxy Statement, which is incorporated by reference into this item.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 154] [added: 156] | | |

The information required by this item regarding security ownership of certain beneficial owners and management is presented under the caption “Other Items” - “Security Ownership of Certain Beneficial Owners and Management” in our [removed: 2024] [added: 2025] Proxy Statement, which is incorporated by reference into this item.

Information regarding our compensation plans under which CFG equity securities are authorized for issuance is included in the table [removed: below.][added: below, with additional information regarding these plans included in Note 18 in Item 8.]

| Equity compensation plans approved by security holders | | | [removed: 4,567,994] [added: 6,678,168] | | | — | | | [removed: 43,741,366] [added: 20,557,557] | | |

As of December 31, [removed: 2023, 393,426] [added: 2024, 40,574] stock options with a weighted-average exercise price of [removed: $38.35] [added: $38.33] and [removed: 18,509] [added: 7,726] restricted shares were outstanding under the Investors Plans.

As of December 31, [removed: 2023, 214,601] [added: 2024, 106,451] stock options with a weighted-average exercise price of $19.45 [removed: and 5,663 restricted stock units] were outstanding under the JMP Plan.

(5) Represents the number of shares remaining available for future issuance under the [added: Amended & Restated] Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan [removed: (39,532,535] [added: (12,159,746] shares), the [added: Amended & Restated] Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan [removed: (2,991,009] [added: (7,709,853] shares), and the [added: Amended & Restated] Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan [removed: (1,217,822] [added: (687,958] shares).

At December 31, 2024

| Total(1)(2) | | | 6,678,168 | | | — | | | 20,557,557 | | |

Additional information regarding these plans is included in Note 18 in Item 8.

At December 31, 2023

| Total(1)(2) | | | 4,567,994 | | | — | | | 43,741,366 | | |

Information required by this item is set forth under the captions “Corporate Governance Matters” — [removed: “Board Governance and Oversight” —] “Director Nominees” - “Director Independence” and “Related Person Transactions” of our [removed: 2024] [added: 2025] Proxy Statement, which is incorporated by reference into this item.

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: 2024] [added: 2025] Proxy Statement, which is incorporated by reference into this item.

- Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022;][added: 2023;]

- Consolidated Statements of Operations for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;][added: 2022;]

- Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;][added: 2022;]

- Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;][added: 2022;]

- Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] and

| | | | | | | Citizens Financial Group, Inc. \| [removed: 155] [added: 159] | | |

[removed: [2.1 Agreement and Plan of Merger, dated July 28, 2021, by and between] [added: [10.1] Citizens Financial Group, Inc. [removed: and Investors Bancorp, Inc.] [added: 2014 Omnibus Incentive Plan] (incorporated herein by reference to Exhibit [removed: 2.1] [added: 10.11] of the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q,] filed [removed: July 30, 2021)](https://www.sec.gov/Archives/edgar/data/759944/000119312521231504/d78606dex21.htm)][added: November 14, 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000075994414000012/a1011omnibusplan1.htm)]

[3.1 [removed: 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: April 28, 2022] [added: July 8, 2024] (incorporated herein by reference to Exhibit [removed: 3.1] [added: 3.2] of the Current Report on Form 8-K, filed [removed: April 29, 2022)](https://www.sec.gov/Archives/edgar/data/759944/000119312522133981/d357035dex31.htm)][added: July 9, 2024)](https://www.sec.gov/Archives/edgar/data/759944/000075994424000134/cleancfgcoi.htm)]

[removed: [3.2](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit32-2023.htm) [Amended] [added: [3.2 Amended] and Restated Bylaws of the Registrant (as amended and restated on February 16, 2023) (incorporated herein by reference to Exhibit 3.2 of the Annual Report on Form 10-K, filed February 17, 2023)](https://www.sec.gov/Archives/edgar/data/759944/000075994423000029/exhibit32-2023.htm)

[4.1 Senior Debt Indenture between the Company and The Bank of New York Mellon dated as of October 28, 2015 (incorporated herein by reference to Exhibit 4.1 of Registration Statement on Form S-3, filed October 29, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/759944/000119312515358065/d25243dex41.htm)][added: 2015)](https://www.sec.gov/Archives/edgar/data/759944/000119312515358065/d25243dex41.htm)]

[4.2 Subordinated Indenture between the Company and The Bank of New York Mellon dated as of September 28, 2012 (incorporated herein by reference to Exhibit 4.2 of the Registration Statement on Form S-1, filed July 28, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/759944/000119312515265187/d64155dex42.htm)][added: 2015)](https://www.sec.gov/Archives/edgar/data/759944/000119312515265187/d64155dex42.htm)]

[removed: [4.3](http://www.sec.gov/Archives/edgar/data/759944/000119312518173169/d592114dex42.htm) [](http://www.sec.gov/Archives/edgar/data/759944/000119312518173169/d592114dex42.htm)[Form] [added: [4.3 Form] of Certificate representing the Series B Preferred Stock (incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed May 24, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/759944/000119312518173169/d592114dex42.htm)][added: 2018)](https://www.sec.gov/Archives/edgar/data/759944/000119312518173169/d592114dex42.htm)]

[4.4 Form of Deposit Agreement, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.1 [removed: to] [added: of] the Registration Statement on Form 8-A, filed October 25, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/759944/000119312519274527/d805657dex41.htm)][added: 2019)](https://www.sec.gov/Archives/edgar/data/759944/000119312519274527/d805657dex41.htm)]

[4.5 Form of Depositary Receipt (incorporated herein by reference as Exhibit A to Exhibit 4.2 of the Current Report on Form 8-K, filed January 29, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/759944/000119312519020977/d674615dex42.htm)][added: 2019)](https://www.sec.gov/Archives/edgar/data/759944/000119312519020977/d674615dex42.htm)]

[removed: [4.6](https://www.sec.gov/Archives/edgar/data/759944/000075994424000039/exhibit46-q42023.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994424000039/exhibit46-q42023.htm)[Description] [added: [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/759944/000075994424000039/exhibit46-q42023.htm)][added: 1934*](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/exhibit46-q42024.htm)]

[removed: [4.7](https://www.sec.gov/Archives/edgar/data/759944/000075994424000039/exhibit47-q42023.htm) [Agreement] [added: [4.7 Agreement] to furnish to the SEC upon request a copy of instruments defining the rights of holders of certain long-term debt of the registrant and consolidated [removed: subsidiaries*](https://www.sec.gov/Archives/edgar/data/759944/000075994424000039/exhibit47-q42023.htm)][added: subsidiaries*](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/exhibit47-q42024.htm)]

[removed: [10.1] [added: [10.2 Amended and Restated] Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan [added: as of June 23, 2016] (incorporated herein by reference to Exhibit [removed: 10.11] [added: 10.2] of the Quarterly Report on Form 10-Q, filed [removed: November 14, 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000075994414000012/a1011omnibusplan1.htm)][added: August 5, 2016)†](https://www.sec.gov/Archives/edgar/data/759944/000075994416000143/exhibit102.htm)]

[removed: [10.2] [added: [10.3] Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan as of June [removed: 23, 2016] [added: 20, 2019] (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed August [removed: 5, 2016)†](http://www.sec.gov/Archives/edgar/data/759944/000075994416000143/exhibit102.htm)][added: 6, 2019)†](https://www.sec.gov/Archives/edgar/data/759944/000075994419000070/exhibit10-2.htm)]

[removed: [10.3 Amended] [added: [10.4](https://www.sec.gov/Archives/edgar/data/759944/000075994424000090/exhibit102-cfgomnibusplana.htm) [Amended] and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive [removed: Plan] [added: Plan, amended and restated effective] as of [removed: June 20, 2019] [added: April 25, 2024] (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed [removed: August] [added: May] 6, [removed: 2019)†](http://www.sec.gov/Archives/edgar/data/759944/000075994419000070/exhibit10-2.htm)][added: 2024)†](https://www.sec.gov/Archives/edgar/data/759944/000075994424000090/exhibit102-cfgomnibusplana.htm)]

[removed: [10.4] [added: [10.5] Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Restricted Stock Unit Award [removed: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994424000039/exhibit104-rsuagmt.htm)][added: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a105_rsuannualagreement.htm)]

| | | | | | | Citizens Financial Group, Inc. \| [removed: 156] [added: 160] | | |

[removed: [10.5](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm)[6](https://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm)] [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, [removed: 2017)†](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm)][added: 2017)†](https://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm)]

[removed: [10.6 Citizens] [added: [10.](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a107_psuannualagreement.htm)[7](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a107_psuannualagreement.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a107_psuannualagreement.htm)[Citizens] Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Performance Stock Unit Award [removed: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994424000039/exhibit106-psuagmt.htm)][added: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a107_psuannualagreement.htm)]

[removed: [10.7 Citizens] [added: [10.](https://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1015bvspsu2017grant.htm)[8](https://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1015bvspsu2017grant.htm) [Citizens] Financial Group, Inc. 2014 Omnibus Incentive Plan Performance Stock Unit Award Agreement for Bruce Van Saun Relating to Annual Awards (incorporated herein by reference to Exhibit 10.15 of the Annual Report on Form 10-K, Filed February 24, [removed: 2017)†](http://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1015bvspsu2017grant.htm)][added: 2017)†](https://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)] [added: [10.](https://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9903.htm)[9](https://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9903.htm)] [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, [removed: 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9903.htm)][added: 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9903.htm)]

[removed: [10.9] [added: [10.11] Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy, [removed: as] amended [added: and effective] April 25, 2019 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed August 6, [removed: 2019)†](http://www.sec.gov/Archives/edgar/data/759944/000075994419000070/exhibit10-1.htm)][added: 2019)†](https://www.sec.gov/Archives/edgar/data/759944/000075994419000070/exhibit10-1.htm)]

[removed: [10.10 Citizens] [added: [10.1](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit101.htm)[2](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit101.htm) [Citizens] Financial Group, Inc. Non-Employee Directors Compensation Policy, amended and effective April 22, 2021 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed August 3, 2021)†](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit101.htm)

[removed: [10.11 Citizens] [added: [10.1](https://www.sec.gov/Archives/edgar/data/759944/000075994422000120/exhibit101q22022.htm)[3](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)

[removed: [10.12 Citizens] [added: [10.1](https://www.sec.gov/Archives/edgar/data/759944/000075994423000124/a2q23non-employeedirectors.htm)[4](https://www.sec.gov/Archives/edgar/data/759944/000075994423000124/a2q23non-employeedirectors.htm) [Citizens] Financial Group, Inc. Non-Employee Directors Compensation Policy, amended and effective April 27, 2023 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed August 8, 2023)†](https://www.sec.gov/Archives/edgar/data/759944/000075994423000124/a2q23non-employeedirectors.htm)

[removed: [10.13](https://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9902.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9902.htm)[6](https://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9902.htm)] [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: [10.1](https://www.sec.gov/Archives/edgar/data/759944/000075994416000143/exhbit101.htm)[4](https://www.sec.gov/Archives/edgar/data/759944/000075994416000143/exhbit101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/759944/000075994416000143/exhbit101.htm)[7](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: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm)[5](http://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm) [](http://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm)[Citizens] [added: [10.1](https://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm)[9](https://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, [removed: 2016)†](http://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm)][added: 2016)†](https://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm)]

[removed: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-2.htm)[6](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-2.htm) [](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-2.htm)[Citizens] [added: [10.20 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, [removed: Filed] [added: filed] August 3, [removed: 2017)†](http://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-2.htm)][added: 2017)†](https://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-2.htm)]

[removed: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm)[7](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm) [](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm)[Amended] [added: [10.](https://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm)[21](https://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, [removed: 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm)][added: 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm)]

[removed: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm)[8](http://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm)[2](https://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm)[2](https://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, [removed: 2014)†](http://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm)][added: 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm)]

[removed: [10.1](http://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm)[9](http://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm)[2](https://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm)[3](https://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, [removed: 2015)†](http://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm)][added: 2015)†](https://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm)]

[removed: [10.](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1026.htm)[20](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1026.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1026.htm)[First] [added: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1026.htm)[4](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: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1027.htm)[1](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1027.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1027.htm)[5](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)

[removed: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1027.htm)[2](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1027.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1027.htm)[Third] [added: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1027.htm)[6](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: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm)[3](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm)[Fourth] [added: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm)[7](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm) [Fourth] Amendment to the CFG Voluntary Executive Deferred Compensation Plan dated January 1, 2022 (incorporated herein by reference to Exhibit 10.21 of the Annual Report on Form 10-K, filed February 23, 2022)†](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm)

[10.10 Amended and Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan, amended and restated as of July 1, 2024 (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed May 6, 2024)†](https://www.sec.gov/Archives/edgar/data/759944/000075994424000090/exhibit104-cfgesppar2024.htm)

[10.15 Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy, amended and effective April 25, 2024 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed May 6, 2024)†](https://www.sec.gov/Archives/edgar/data/759944/000075994424000090/exhibit101-directorcomppol.htm)

[10.18 Amended and Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, amended and restated effective April 25, 2024 (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed May 6, 2024)†](https://www.sec.gov/Archives/edgar/data/759944/000075994424000090/exhibit103-cfgdirectorspla.htm)

[10.3](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a1038consolidatedjohnsonem.htm)[8](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a1038consolidatedjohnsonem.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a1038consolidatedjohnsonem.htm)[Executive Employment Agreement, dated September 5, 2013, between the Registrant and Elizabeth Johnson and subsequent addendums dated July 15, 2014 and August 28, 2017](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a1038consolidatedjohnsonem.htm)[†*](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a1038consolidatedjohnsonem.htm)

[10.](https://www.sec.gov/Archives/edgar/data/759944/000075994424000148/exhibit101-restrictedcasha.htm)[39](https://www.sec.gov/Archives/edgar/data/759944/000075994424000148/exhibit101-restrictedcasha.htm) [Form of Restricted Cash Award Agreement (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed August 6, 2024)†](https://www.sec.gov/Archives/edgar/data/759944/000075994424000148/exhibit101-restrictedcasha.htm)

[10.](https://www.sec.gov/Archives/edgar/data/759944/000075994424000148/exhibit102-executiveletter.htm)[4](https://www.sec.gov/Archives/edgar/data/759944/000075994424000148/exhibit102-executiveletter.htm)[0](https://www.sec.gov/Archives/edgar/data/759944/000075994424000148/exhibit102-executiveletter.htm) [Form of Executive Letter Agreement for Stock Ownership Guidelines (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed August 6, 2024)†](https://www.sec.gov/Archives/edgar/data/759944/000075994424000148/exhibit102-executiveletter.htm)

[19.1](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/personal_securitiesxtransa.htm) [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/personal_securitiesxtransa.htm)[*](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/personal_securitiesxtransa.htm)

[10.3](https://www.sec.gov/Archives/edgar/data/759944/000119312522098321/d348985dex43.htm)[4](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)

[97.1 Citizens Financial Group, Inc. Clawback Policy, effective December 1, 2023*](https://www.sec.gov/Archives/edgar/data/759944/000075994424000039/exhibit971-cfgxclawbackpol.htm)

| | | | | | | Citizens Financial Group, Inc. \| [removed: 159] [added: 162] | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the [removed: Registrant] [added: registrant] has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February [removed: 16, 2024.][added: 13, 2025.]

| | | | | | | Citizens Financial Group, Inc. \| [removed: 160] [added: 163] | | |

[removed: Jack Read,] [added: Schnirel,] 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: 2023] [added: 2024] 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: 16, 2024] [added: 13, 2025] | | |

| John F. Woods | | | | | | | | | Vice Chair and Chief Financial Officer | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| [removed: C. Jack Read] [added: Christopher J. Schnirel] | | | | | | | | | Executive Vice President, Chief Accounting Officer and Controller | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Lee Alexander | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Christine M. Cumming | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Kevin Cummings | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| William P. Hankowsky | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Edward J. Kelly III | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Robert G. Leary | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Terrance J. Lillis | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Michele N. Siekerka | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Christopher J. Swift | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Wendy A. Watson | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| Marita Zuraitis | | | | | | | | | Director | | | | | | February [removed: 16, 2024] [added: 13, 2025] | | |

Woods, Robin S.

Elkowitz, and Christopher J.

| /s/ Christopher J. Schnirel | | | | | | | | | | | | | | | | | |

| /s/ Tracy A. Atkinson | | | | | | | | | | | | | | | | | |

| Tracy A. Atkinson | | | | | | | | | Director | | | | | | February 13, 2025 | | |

Woods, Polly N.

Klane, and C.

| /s/ C. Jack Read | | | | | | | | | | | | | | | | | |

| /s/ Shivan S. Subramaniam | | | | | | | | | | | | | | | | | |

| Shivan S. Subramaniam | | | | | | | | | Director | | | | | | February 16, 2024 | | |