Citizens Financial Group (CFG) 10-K risk factor changes: FY2025 vs FY2024

We are subject to a number of risks potentially impacting our business, financial condition, results of [removed: operations] [added: operations,] and cash flows.

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

You should carefully consider the following risk factors that may affect our business, financial condition, results of [removed: operations] [added: operations,] or cash flows.

[removed: There are risks] [added: Risks] and [removed: uncertainties,] [added: uncertainties associated with each element of our strategy exist,] many of which are not within our [removed: control, associated with each element of our strategy.][added: control.]

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

Our operations are subject to [removed: extensive] regulation, [removed: supervision] [added: supervision,] and examination by the federal banking regulators, as well as the CFPB.

Such actions may include restrictions on our activities or the activities of our subsidiaries, informal (nonpublic) or formal (public) supervisory [removed: actions] [added: actions,] or public enforcement actions, including the payment of civil money penalties, which could increase our costs and limit our ability to implement our strategic plans and expand our [removed: business, and] [added: business and,] as a [removed: result] [added: result,] could have a material adverse effect on our business, financial [removed: condition] [added: condition,] or results of operations.

Inflationary pressures could have an adverse effect on our business, financial [removed: position] [added: position,] and results of operations.

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

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

Our [added: other] funding sources [removed: also include] [added: are dependent on] 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.

Our ability to meet our obligations and support our operations could be materially affected by a variety of conditions, including market-wide illiquidity or disruption, a [added: general] loss of market or customer confidence in the financial services industry [removed: generally] or in the Company specifically, or reductions in one or more of our credit ratings.

[removed: This] [added: These conditions] could limit our ability to retain [removed: our] deposits, securitize or sell assets, access [removed: the] debt [removed: or] [added: and] equity capital markets, or otherwise borrow money at a reasonable cost.

[removed: Additionally,] [added: If] these conditions, among others, [removed: if] [added: are] severe [removed: enough,] [added: enough they] could [added: also] create unanticipated material outflows of cash due to, among other factors, draws on unfunded commitments or deposit attrition, which could have [added: a] significant adverse impact on our liquidity.

[removed: Further,] [added: In addition,] changes to the FHLB’s or the FRB’s underwriting guidelines for wholesale borrowings or lending policies may limit or restrict our ability to [removed: borrow,] [added: borrow] and [removed: therefore] could have a significant adverse impact on our [removed: liquidity.][added: liquidity as a result.]

An increase in rates could lower the collateral value of these securities, reducing the amount we could [removed: borrow,] [added: borrow] and [removed: lead] [added: leading] to losses in the event of their sale.

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 [removed: decrease,] [added: decrease] and our net interest margin could contract.

An increase in interest rates could [removed: cause lower] [added: weaken] demand for loans by customers, reducing our net interest income due to lower loan balances and origination-related fee income due to lower production [removed: volume, and could also have an adverse impact on our credit costs, as borrowers may have difficulty in making higher interest payments.][added: volume.]

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

A prolonged period of low interest rates may result in us holding lower yielding loans and securities should rates rise rapidly after [removed: the period of low interest rates.][added: such a period.]

[removed: If the] [added: The] yield curve, typically upward sloping with short-term rates lower than long-term rates, [removed: were to flatten or invert,] [added: could cause] our net interest income and net interest margin [removed: may decrease] [added: to decline] if [added: it were to flatten or invert, as] the cost of our short-term funding [removed: increases] [added: is likely to increase] relative to the yield we can earn on our long-term assets.

Interest rates and the yield curve are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory [removed: agencies and, in particular,] [added: agencies, most notably] the Federal Open Market Committee.

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

We could fail to attract, [removed: retain] [added: retain,] or motivate highly-skilled and qualified personnel, including our senior management, other key [removed: employees] [added: employees,] or members of our Board, which could impair our ability to successfully execute our strategic plan and otherwise adversely affect our business.

Our ability to implement our strategic plan and our future success depends on our ability to attract, [removed: retain] [added: retain,] and motivate highly-skilled and qualified personnel, including [removed: our] senior [removed: management and] [added: management,] other key [removed: employees] [added: employees,] and directors.

The marketplace for skilled personnel continues to be competitive, which means the cost of hiring, [removed: incentivizing] [added: incentivizing,] and retaining skilled personnel may continue to rise.

The failure to attract and retain 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 [removed: condition] [added: condition,] and results of operations.

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

If we are unable to compete effectively, our business, financial [removed: condition] [added: condition,] and results of operations could be adversely affected, perhaps materially.

A reduction in our credit ratings could have a material adverse effect on our business, financial [removed: condition] [added: condition,] and results of operations.

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 derivative [removed: transactions] [added: transactions,] and retain customers, who may require a minimum credit rating in order to place funds with us.

In addition, under the terms of our derivatives contracts, we may be required to [removed: maintain a minimum credit rating,] post additional collateral or terminate such [removed: contracts.][added: contracts if we don’t maintain a minimum credit rating.]

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

For more information regarding our credit ratings, see the [removed: “Liquidity”] [added: “Liquidity Risk”] section in Item 7.

If the economic environment were to deteriorate, [removed: more of] our borrowers may have difficulty in repaying their loans which could result in higher credit losses and increased loan loss provision expense.

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

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

The trends and risks affecting borrower credit quality have caused, and in the future may cause, us to experience credit losses, impairment charges, increased repurchase demands, higher recovery costs, and an inability to engage in routine funding transactions, which could have a material adverse effect on our business, financial [removed: condition] [added: condition,] and results of operations.

Our risk management framework is made up of various processes and strategies to manage our risk [removed: exposure.][added: exposure and may not be effective under all conditions and circumstances.]

If [removed: the] [added: our] risk management framework proves ineffective, we could suffer unexpected losses and could be materially adversely affected.

Volatility and uncertainty related to inflation and its associated effects may enhance or contribute to certain risks that we face by negatively impacting our funding costs and expenses, including increasing funding costs and expenses related to talent acquisition and retention.

An increase in rates could also have an adverse impact on our credit costs, as borrowers may have difficulty in making higher interest payments, as well as on our AFS securities portfolio, which could trigger the recognition of losses in the event the securities need to be sold.

U.S. global trade policies, including the imposition of tariffs and uncertainty surrounding the resolution of trade disputes, or renewal of trade agreements, with various countries, may cause inflation to rise and ultimately affect interest rates.

In addition, the risk of government shutdowns could cause volatility in the financial markets by adversely impacting consumer and investor confidence.

Unfavorable changes related to these national economic and political conditions may also result in increased delinquencies and defaults among borrowers in light of economic uncertainty, which could require us to charge off a higher percentage of loans and increase the provision for credit losses, ultimately reducing our net income.

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

Additionally, an increase in rates could cause the recognition of losses on our AFS securities portfolio if the securities needed to be sold.

The framework to manage risk, including the framework’s underlying assumptions, may not be effective under all conditions and circumstances.

Also, our customers are routinely the target of fraudulent schemes.

Changes in such economic conditions are not predictable and cannot be controlled.

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

Legislatures and regulators have pursued a broad array of initiatives intended to promote the safety and soundness of financial institutions, financial market stability, the transparency and liquidity of financial markets, and consumer and investor protection.

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

The final timing, scope and impact of these changes to the regulatory framework applicable to financial institutions remains uncertain.

The Dodd-Frank Act codified this policy as a statutory requirement.

[removed: | [Results of Operations -] [added: CONSOLIDATED STATEMENT OF OPERATIONS ANALYSIS –] 2024 compared with [removed: 2023](#i6321b404158340f5b9e74ce514294fc3_58) | | | | | | [41](#i6321b404158340f5b9e74ce514294fc3_58) | | |][added: 2023]

| [removed: [Net] [added: Table 20: Sensitivity of Net] Interest [removed: Income](#i6321b404158340f5b9e74ce514294fc3_61)] [added: Income] | | | | | | [removed: [41](#i6321b404158340f5b9e74ce514294fc3_61)] | | | [added: | | |]

| [removed: [Noninterest Income](#i6321b404158340f5b9e74ce514294fc3_64)] [added: Table 3: Noninterest Income] | | | | | | [removed: [44](#i6321b404158340f5b9e74ce514294fc3_64)] | | | [added: | | | | | | | | | | | | | | |]

| [removed: [Noninterest Expense](#i6321b404158340f5b9e74ce514294fc3_67)] [added: Table 4: Noninterest Expense] | | | | | | [removed: [44](#i6321b404158340f5b9e74ce514294fc3_67)] | | | [added: | | | | | | | | | | | | | | |]

[removed: | [Provision] [added: *Allowance] for Credit [removed: Losses](#i6321b404158340f5b9e74ce514294fc3_70) | | | | | | [45](#i6321b404158340f5b9e74ce514294fc3_70) | | |][added: Losses*]

[removed: | [Business Operating Segments](#i6321b404158340f5b9e74ce514294fc3_76) | | | | | | [45](#i6321b404158340f5b9e74ce514294fc3_76) | | |][added: BUSINESS SEGMENTS]

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

| [Critical Accounting [removed: Estimates](#i6321b404158340f5b9e74ce514294fc3_112)] [added: Estimates](#i7a274a145a274bd29e2e0d9668322124_121)] | | | | | | [removed: [62](#i6321b404158340f5b9e74ce514294fc3_112)] [added: [73](#i7a274a145a274bd29e2e0d9668322124_121)] | | |

| [Accounting and Reporting [removed: Developments](#i6321b404158340f5b9e74ce514294fc3_118)] [added: Developments](#i7a274a145a274bd29e2e0d9668322124_124)] | | | | | | [removed: [65](#i6321b404158340f5b9e74ce514294fc3_118)] [added: [76](#i7a274a145a274bd29e2e0d9668322124_124)] | | |

[removed: | [Risk Governance](#i6321b404158340f5b9e74ce514294fc3_121) | | | | | | [66](#i6321b404158340f5b9e74ce514294fc3_121) | | |][added: *Market Risk Governance*]

[removed: | [Market Risk](#i6321b404158340f5b9e74ce514294fc3_124) | | | | | | [71](#i6321b404158340f5b9e74ce514294fc3_124) | | |][added: *Market Risk Measurement*]

| [Non-GAAP Financial [removed: Measures and Reconciliations](#i6321b404158340f5b9e74ce514294fc3_127)] [added: Measures](#i7a274a145a274bd29e2e0d9668322124_127)] | | | | | | [removed: [78](#i6321b404158340f5b9e74ce514294fc3_127)] [added: [77](#i7a274a145a274bd29e2e0d9668322124_127)] | | |

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with [removed: $217.5] [added: $226.4] billion in assets as of December 31, [removed: 2024.][added: 2025.]

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

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

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

Consumer Banking products and services include a full range of banking, lending, savings, wealth [removed: management] [added: management,] and small business offerings.

We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP [added: financial] measures.

[removed: For more information on the computation of non-GAAP financial measures, see] [added: See] “Non-GAAP Financial [removed: Measures and Reconciliations.”][added: Measures” for more information.]

[removed: Key Highlights][added: *Key Financial Highlights*]

[added: -] Net income [removed: decreased $99] [added: of $1.8 billion increased $322] million, with earnings per diluted common share [removed: down $0.10] [added: up $0.83] to [removed: $3.03] [added: $3.86] compared to [removed: 2023.][added: 2024.]

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

| Noninterest income | | | [removed: $2,176] [added: $2,394] | | | [removed: $—] | | | [removed: $15] [added: $2,176] | | | [removed: $—] | | | [added: $218] | | | [removed: $2,161] | | | [added: 10 | | % |]

| Noninterest expense | | | [removed: 5,234] [added: $5,311] | | | [removed: 10] | | | [removed: 115] [added: $5,234] | | | [removed: 31] | | | [added: $77] | | | [removed: 5,078] | | | [added: 1 | | % |]

| | | | Year Ended December [removed: 31, 2023 | | | | | | | | |] [added: 31,] | | | | | | | | |

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

For additional information regarding our financial [removed: performance,] [added: performance and condition,] see [removed: “Results] [added: “Consolidated Statement] of Operations [removed: — 2024] [added: Analysis – 2025] compared with [removed: 2023” included in this report.][added: 2024” and “Consolidated Balance Sheet Analysis.”]

[removed: RESULTS OF OPERATIONS —] [added: | [Consolidated Statement of Operations Analysis -] 2024 compared with [removed: 2023][added: 2023](#i7a274a145a274bd29e2e0d9668322124_76) | | | | | | [44](#i7a274a145a274bd29e2e0d9668322124_76) | | |]

The level of [removed: our] net interest income is primarily a function of the difference between the effective yield on our average interest-earning assets and the effective cost of our interest-bearing liabilities.

Factors that influence our net interest income include, but are not limited to, the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as economic conditions, competition for loans and deposits, the monetary policy of the [removed: FRB] [added: FRB,] and market interest rates.

For further discussion, refer to the “Market Risk” [removed: and “Risk Governance” sections] [added: section] of this report.

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

| Table [removed: 2:] [added: 1:] Major Components of Net Interest Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | Change | | | | | | | | |

| Interest-bearing cash and due from banks and deposits in banks | | | [removed: $9,566] [added: $8,624] | | | [removed: $503] [added: $367] | | | [removed: 5.17] [added: 4.20] | | % | | | | [removed: $8,531] [added: $9,566] | | | [removed: $451] [added: $503] | | | [removed: 5.22] [added: 5.17] | | % | | | | [removed: $1,035] [added: ($942)] | | | [removed: (5)] [added: (97)] bps | | |

| Taxable investment securities | | | [removed: 44,627] [added: 46,449] | | | [removed: 1,658] [added: 1,713] | | | [removed: 3.71] [added: 3.69] | | | | | | [removed: 39,437] [added: 44,627] | | | [removed: 1,162] [added: 1,658] | | | [removed: 2.94] [added: 3.71] | | | | | | [removed: 5,190] [added: 1,822] | | | [removed: 77] [added: (2)] | | |

| Non-taxable investment securities | | | 1 | | | — | | | 2.60 | | | | | | [removed: 2] [added: 1] | | | — | | | [removed: 2.68] [added: 2.60] | | | | | | [removed: (1)] [added: —] | | | [removed: (8)] [added: —] | | |

| Total investment securities | | | [removed: 44,628] [added: 46,450] | | | [removed: 1,658] [added: 1,713] | | | [removed: 3.71] [added: 3.69] | | | | | | [removed: 39,439] [added: 44,628] | | | [removed: 1,162] [added: 1,658] | | | [removed: 2.94] [added: 3.71] | | | | | | [removed: 5,189] [added: 1,822] | | | [removed: 77] [added: (2)] | | |

| Commercial and industrial | | | [removed: 44,174] [added: 45,763] | | | [removed: 2,333] [added: 2,250] | | | [removed: 5.20] [added: 4.85] | | | | | | [removed: 49,998] [added: 44,174] | | | [removed: 3,002] [added: 2,333] | | | [removed: 5.92] [added: 5.20] | | | | | | [removed: (5,824)] [added: 1,589] | | | [removed: (72)] [added: (35)] | | |

| Commercial real estate | | | [removed: 28,430] [added: 26,079] | | | [removed: 1,795] [added: 1,509] | | | [removed: 6.21] [added: 5.71] | | | | | | [removed: 29,206] [added: 28,430] | | | [removed: 1,804] [added: 1,795] | | | [removed: 6.09] [added: 6.21] | | | | | | [removed: (776)] [added: (2,351)] | | | [removed: 12] [added: (50)] | | |

| [Introduction](#i7a274a145a274bd29e2e0d9668322124_52) | | | | | | [38](#i7a274a145a274bd29e2e0d9668322124_52) | | |

| [Executive Summary](#i7a274a145a274bd29e2e0d9668322124_55) | | | | | | [38](#i7a274a145a274bd29e2e0d9668322124_55) | | |

| [Consolidated Statement of Operations Analysis - 2025 compared with 2024](#i7a274a145a274bd29e2e0d9668322124_58) | | | | | | [40](#i7a274a145a274bd29e2e0d9668322124_58) | | |

| [Consolidated Balance Sheet Analysis](#i7a274a145a274bd29e2e0d9668322124_79) | | | | | | [45](#i7a274a145a274bd29e2e0d9668322124_79) | | |

| [Risk Management](#i7a274a145a274bd29e2e0d9668322124_100) | | | | | | [50](#i7a274a145a274bd29e2e0d9668322124_100) | | |

| [Credit Risk](#i7a274a145a274bd29e2e0d9668322124_103) | | | | | | [51](#i7a274a145a274bd29e2e0d9668322124_103) | | |

| [Liquidity Risk](#i7a274a145a274bd29e2e0d9668322124_109) | | | | | | [67](#i7a274a145a274bd29e2e0d9668322124_109) | | |

| [Operational Risk](#i7a274a145a274bd29e2e0d9668322124_112) | | | | | | [70](#i7a274a145a274bd29e2e0d9668322124_112) | | |

| [Compliance Risk](#i7a274a145a274bd29e2e0d9668322124_115) | | | | | | [70](#i7a274a145a274bd29e2e0d9668322124_115) | | |

| [Capital](#i7a274a145a274bd29e2e0d9668322124_118) | | | | | | [70](#i7a274a145a274bd29e2e0d9668322124_118) | | |

Consumer Banking includes Citizens Private Bank and Private Wealth, which integrates banking services and wealth management solutions to serve high- and ultra-high-net-worth individuals and families, as well as investors, entrepreneurs, and businesses.

EXECUTIVE SUMMARY

This summary highlights select financial information of the Company as well as information regarding certain significant events and transactions occurring during the year ended December 31, 2025.

This summary should be read in conjunction with this entire document for a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting policies and estimates.

Each of these items, taken individually or collectively, could have an impact on the Company’s financial condition, results of operations, and cash flows.

- Net interest income of $5.9 billion increased $220 million and net interest margin of 2.97% increased 13 basis points compared to 2024.

The increase in net interest income is driven by higher net interest margin which reflects lower funding costs, including the reduction of higher-cost funding given the auto loan portfolio runoff and education loan sale, lower terminated swap impacts, and fixed-rate asset repricing benefits, partially offset by lower asset yields.

- Noninterest income of $2.4 billion increased $218 million compared to 2024, reflecting growth across a number of fee categories, primarily wealth and capital markets fees.

- Noninterest expense of $5.3 billion increased $77 million compared to 2024, driven by salaries and employee benefits reflecting hiring related to the Private Bank and Private Wealth build-out, strong capital markets fee performance, and increased medical benefit costs, partially offset by a decline in other operating expense primarily driven by lower FDIC deposit insurance costs.

- Provision expense of $608 million decreased $79 million compared to 2024, reflecting improving loan mix and reduced CRE.

- The efficiency ratio of 64.40% compared to 67.03% in 2024.

- ROTCE of 11.20% compared to 9.81% in 2024.

- Tangible book value per common share of $38.07 increased 18% from 2024, driven by a decrease in common shares outstanding of eleven million and a net increase in tangible common equity of $2.1 billion.

The increase in tangible common equity is primarily attributable to increases in AOCI of $1.6 billion and retained earnings of $933 million, including net income of $1.8 billion for the year ended December 31, 2025.

See “Non-GAAP Financial Measures” for more information regarding the ROTCE and tangible book value per common share non-GAAP financial measures presented herein.

*Sale of Education Loans*

During the first quarter of 2025, we entered into an agreement to sell $1.9 billion of education loans and subsequently reclassified these loans to LHFS.

Upon reclassification to LHFS, a charge-off of $25 million was recognized, which was covered by existing reserves.

This transaction settled ratably each quarter throughout 2025.

*Share Repurchases*

During 2025, the Parent Company repurchased $600 million of its outstanding common stock, with remaining capacity of $1.3 billion as of December 31, 2025.

See Note 15 and Item 5 for additional information on share repurchase activity.

*Preferred Stock*

On July 31, 2025, we issued $400 million, or 400,000 shares, of 6.500% fixed-rate reset non-cumulative perpetual Series I Preferred Stock, par value of $25 per share with a liquidation preference of $1,000 per share.

Holders of Series I Preferred Stock will be entitled to receive dividend payments only when, as, and if declared by our Board of Directors.

Dividends are payable quarterly in arrears on January 6, April 6, July 6, and October 6 of each year.

The net proceeds from the issuance of the Series I Preferred Stock were used to redeem all of the outstanding shares of our 5.650% fixed-rate reset non-cumulative perpetual Series F Preferred Stock on October 6, 2025.

For more information regarding our Series I Preferred Stock issuance and Series F Preferred Stock redemption, see Note 15.

*Common Stock Dividend*

On October 15, 2025, we announced that our Board of Directors declared a quarterly common stock dividend of $0.46 per share, a $0.04, or 9.5%, increase compared to the prior quarter.

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

| [Financial Performance](#i6321b404158340f5b9e74ce514294fc3_55) | | | | | | [40](#i6321b404158340f5b9e74ce514294fc3_55) | | |

| [Income Tax Expense](#i6321b404158340f5b9e74ce514294fc3_73) | | | | | | [45](#i6321b404158340f5b9e74ce514294fc3_73) | | |

| [Results of Operations - 2023 compared with 2022](#i6321b404158340f5b9e74ce514294fc3_79) | | | | | | [46](#i6321b404158340f5b9e74ce514294fc3_79) | | |

| [Analysis of Financial Condition](#i6321b404158340f5b9e74ce514294fc3_82) | | | | | | [47](#i6321b404158340f5b9e74ce514294fc3_82) | | |

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

| [Credit Quality](#i6321b404158340f5b9e74ce514294fc3_91) | | | | | | [50](#i6321b404158340f5b9e74ce514294fc3_91) | | |

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

| [Borrowed Funds](#i6321b404158340f5b9e74ce514294fc3_100) | | | | | | [56](#i6321b404158340f5b9e74ce514294fc3_100) | | |

| [Capital and Regulatory Matters](#i6321b404158340f5b9e74ce514294fc3_103) | | | | | | [56](#i6321b404158340f5b9e74ce514294fc3_103) | | |

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

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This document contains non-GAAP financial measures denoted as “Underlying” results and “including AOCI impact.” Underlying results for any given reporting period exclude certain items that may occur in that period which management does not consider indicative of our on-going financial performance.

We believe these non-GAAP financial measures provide useful information to investors because they are used by management to evaluate our operating performance and make day-to-day operating decisions.

In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results.

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

Other companies may use similarly titled non-GAAP financial measures that may be calculated differently from the way we calculate such measures.

Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies.

Non-GAAP measures are denoted throughout our MD&A by the use of the term “Underlying.” Where there is a reference to these metrics in that paragraph, all measures that follow are on the same basis when applicable.

FINANCIAL PERFORMANCE

Results reflect notable items of $98 million or $0.21 per diluted common share, net of tax benefit, compared to $357 million or $0.75 per diluted common share, net of tax benefit, in 2023.

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| Table 1: Notable Items | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Less: notable items | | | | | | | | | | | | | | |

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

| Income tax expense | | | 379 | | | (3) | | | (33) | | | (7) | | | | | | 422 | | |

| Noninterest income | | | $1,983 | | | $— | | | $— | | | $— | | | | | | $1,983 | | |

| Noninterest expense | | | 5,507 | | | 104 | | | 177 | | | 225 | | | | | | 5,001 | | |

| Income tax expense | | | 422 | | | (28) | | | (63) | | | (58) | | | | | | 571 | | |

(1) Includes integration related costs associated with acquisitions.

(2) Primarily includes our TOP revenue and efficiency initiatives for the years ended December 31, 2024 and 2023.

(3) Represents an industry-wide FDIC special assessment.

For more information, see “Regulation and Supervision - Deposit Insurance” in Item 1.

- Net income available to common stockholders decreased $119 million to $1.4 billion compared to 2023.

◦On an Underlying basis, net income available to common stockholders of $1.5 billion compared to $1.8 billion in 2023.

◦On an Underlying basis, earnings per diluted common share of $3.24 compared to $3.88 in 2023.

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

- The efficiency ratio of 67.0% was stable compared to 2023.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 80] [added: 78] | | |

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

Our products and services are offered through more than 1,000 branches in 14 states and the District of Columbia and [removed: 97] [added: 75] retail and commercial non-branch offices, though certain lines of business serve national markets.

At December 31, [removed: 2024,] [added: 2025,] we had total assets of [removed: $217.5] [added: $226.4] billion, total deposits of [removed: $174.8 billion] [added: $183.3 billion,] and total stockholders’ equity of [removed: $24.3] [added: $26.3] billion.

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

[added: Our activities outside these segments are classified as] Other [added: and primarily] includes treasury [removed: activities, wholesale funding, the securities portfolio,] [added: and] community development [removed: assets, and] [added: operations, along with] other unallocated assets, liabilities, capital, revenues, provision (benefit) for credit [removed: losses] [added: losses,] and expenses, including income tax [removed: expense.][added: expense (benefit).]

For additional information regarding our business segments see the “Business [removed: Operating] Segments” section of Item 7 and Note [removed: 26] [added: 24] in Item 8.

[removed: Consumer] [added: *Consumer] Banking [removed: Segment][added: Segment*]

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

Citizens Private Bank [removed: integrates wealth management] and [added: Private Wealth integrate] banking services [added: and wealth management solutions] to serve high- and ultra-high-net-worth individuals and families, as well as [added: investors, entrepreneurs, and] businesses.

Consumer Banking operates a multi-channel distribution network with a workforce of approximately [removed: 5,000] [added: 5,100] branch colleagues, 1,000 branches, including [removed: 143] [added: 117] in-store locations, and 3,100 ATMs.

Our network includes approximately [removed: 1,000] [added: 1,500] specialists covering lending, [removed: savings] [added: savings,] and [removed: investment] [added: wealth management] needs as well as a broad range of small business products and services.

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

[removed: Commercial] [added: *Commercial] Banking [removed: Segment][added: Segment*]

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

[removed: Corporate Banking,] [added: Middle Market & Midcorporate -] Commercial [added: & Industrial, Commercial] Real Estate, Capital Markets and Advisory, and Treasury [removed: Solutions] [added: & Wholesale Payments] work together to understand client needs and provide comprehensive solutions to meet those needs.

[removed: Corporate Banking] [added: Middle Market & Midcorporate - Commercial & Industrial] serves commercial and industrial clients [removed: and corporate clients] [added: based] in the United States.

Commercial Real Estate provides customized debt capital solutions for middle-market operators, institutional developers, investors, and [removed: REITs.][added: real estate investment trusts.]

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

Corporate Finance [added: primarily] provides advisory services to middle-market and mid-corporate clients, including mergers and acquisitions and capital structure advice.

Corporate Finance also provides acquisition and follow-on financing for new and recapitalized portfolio companies of key sponsors, with services meeting the unique and time-sensitive needs of private equity firms, management [removed: companies] [added: companies,] and funds, and underwriting and portfolio management expertise for leveraged transactions and relationships.

Capital Markets originates, [removed: structures] [added: structures,] and underwrites credit and equity facilities targeting middle-market, [removed: mid-corporate] [added: mid-corporate,] and private equity sponsors.

They focus on offering value-added ideas to optimize their capital structures, including advising on and facilitating mergers and acquisitions, valuations, tender offers, financial restructurings, bond and equity underwriting, asset sales, [removed: divestitures] [added: divestitures,] and other corporate reorganizations and business combinations.

Capital Markets also provides sales and trading across loan, fixed [removed: income] [added: income,] and equity products, as well as other brokerage services including equity research.

Global Markets provides foreign exchange, interest [removed: rate] [added: rate,] and commodities risk management services.

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

Our [removed: mission is to help our customers, colleagues and communities reach their potential, and our] vision is to [removed: become] [added: be] a top-performing [added: regional] bank distinguished by our [removed: customer-centric culture,] [added: customer centricity,] mindset of continuous improvement, [removed: product innovation,] and excellent capabilities.

Our [added: retail] branch footprint is predominantly in the New England, [removed: Mid-Atlantic] [added: Mid-Atlantic,] and Midwest regions, [removed: though certain lines of business serve national markets.][added: and our Private Bank footprint includes offices in California, Florida, New York, and Massachusetts.]

[removed: Within these markets, we] [added: We] face competition [added: within these markets] from community banks, super-regional and national financial institutions, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, hedge [removed: funds] [added: funds,] and private equity firms.

Some of our larger competitors may [removed: make available to their customers] [added: offer] a broader array of products, [removed: pricing] [added: pricing,] and structure alternatives [added: to their customers,] while some smaller competitors may have more liberal lending policies and processes.

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

[removed: Given their lower cost structure, these] [added: These] models are typically able to offer higher rates on deposit products than traditional retail banking [removed: institutions.][added: institutions given their lower cost structure.]

In Commercial Banking, we face competition in all our client segments from a variety of industry participants including traditional banking institutions, particularly large regional banks, as well as commercial finance companies, leasing companies, other non-bank lenders, and institutional investors, including collateralized loan obligation managers, hedge [removed: funds] [added: funds,] and private equity firms.

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

We compete on a number of factors including providing innovative corporate finance solutions, quality of customer service and execution, range of products offered, [removed: price] [added: price,] and reputation.

We believe [removed: that our] long-term success depends on our ability to attract, develop, and retain a high-performing workforce.

Our goal is to create an environment where colleagues can thrive personally and professionally and can maximize their [removed: potential.][added: potential, and our human capital management strategy is anchored in a skills-based foundation that drives workforce agility and future readiness.]

As of December 31, [removed: 2024,] [added: 2025,] Citizens had [removed: 17,287] [added: 17,398] full-time equivalent employees, primarily across New England and the Mid-Atlantic.

[removed: We facilitate programs] [added: Our development and learning initiatives are] aimed at [removed: developing leadership capabilities and] building capabilities to ensure colleagues excel in their current roles and are valuable contributors in the future.

[removed: Citizens] [added: With the launch of] Talent [removed: Matters, launched] [added: Matters] in 2024, [removed: is] [added: colleagues now have access to] a talent marketplace that creates personalized experiences to support skill-building and career [removed: advancement for colleagues.][added: advancement.]

Attracting [removed: and retaining] talent with the skills and experience necessary to [removed: drive our long-term priorities remains integral to achieving] [added: achieve] our strategic [removed: plan.][added: objectives remains imperative.]

In addition, we had total client assets of $61.9 billion, including assets under management of $35.9 billion, representing assets for which continuous and regular supervisory or management services are provided, and transactional assets of $26.0 billion, representing assets for which execution, custody, recordkeeping, reporting, and other services are provided.

To better meet the unique needs of these client segments we offer a more dedicated and tailored approach and cover a group of targeted industry sectors.

Our strategy is grounded in a “three-legged stool” model consisting of a transformed Consumer Bank, best-positioned Commercial Bank, and premier Private Bank.

To achieve our vision, we are executing against five strategic objectives:

*Grow high-quality deposits and deepen customer relationships:* We remain focused on growing high‑quality deposits and strengthening primary banking relationships by delivering a customer‑centric experience grounded in advice, tailored solutions, and our expanded capabilities.

We aim to deepen engagement across key customer segments by offering a comprehensive suite of products designed to anticipate and exceed evolving customer needs, through frictionless digital and omni‑channel experiences that make banking easier, more seamless, and more personalized.

Through disciplined execution and risk management, and continuous improvement in how we serve customers, we seek to build deeper trust and relationships and drive sustainable, relationship‑driven deposit growth.

*Drive scale in growth markets, key industries, and high-opportunity businesses:* We continue to strengthen our competitive position by expanding in growth markets, deepening our presence in priority industry verticals, and investing in businesses with attractive and sustainable long‑term potential.

Through disciplined resource allocation, targeted talent investments, and a focus on relationship‑led growth, we aim to broaden our reach and build scale where we are best positioned to win.

By aligning our capabilities with the evolving needs of middle‑market and mid‑corporate clients, and by expanding in high‑opportunity sectors, we seek to deliver differentiated insights, enhance cross‑bank connectivity, and capture a greater share of high‑quality, relationship‑based opportunities.

*Deliver high-quality solutions and advice:* Providing customers and clients with tailored solutions and trusted advice remains central to our strategy.

We are enhancing our product suites, investing in digital and data capabilities, and equipping our teams to deliver seamless, omni‑channel experiences.

As customer expectations evolve, we continue to modernize our platforms, strengthen treasury and payment capabilities, and advance advisory‑led engagement across Consumer, Commercial, and Private Bank and Private Wealth.

By combining expertise, technology, and a customer‑first mindset, we aim to deliver timely, insight‑driven guidance that deepens relationships and distinguishes our value proposition.

*Continue to optimize balance sheet and business mix:* We manage our balance sheet with discipline and a clear focus on generating attractive, risk‑adjusted returns.

Our strategy emphasizes thoughtful capital allocation, proactive portfolio management, and deliberate shifts toward relationship‑oriented, higher‑quality businesses.

We remain committed to strengthening the durability of our earnings by increasing the mix of attractive deposits, expanding recurring fee‑income streams, and reducing exposure to lower‑return activities.

Through ongoing optimization and rigorous risk management, we aim to maintain a strong financial foundation that supports long‑term resilience and sustained growth.

*Invest in our people and communities:* We invest in our colleagues and communities by fostering strong leadership, building future‑ready skills, and creating an inclusive, healthy workplace.

Through targeted development, modern learning tools, and a compelling employee value proposition, we support colleague engagement, agility, and long‑term growth.

We also remain committed to promoting well‑being, inclusion, and community impact through programs that strengthen resilience and expand opportunity.

By empowering our people and contributing meaningfully to the communities we serve, we reinforce our purpose, strengthen our brand, and build the foundation for enduring performance.

Certain lines of our business also serve national markets.

*Attracting and Developing Talent*

We leverage various channels to identify talent with strengths and values aligned with our priorities and culture.

We continue to believe that fostering a workforce with diverse backgrounds and experiences is fundamental to driving innovation.

Our Hiring Blueprint, introduced in 2025, establishes a process through which the skills, behaviors, and achievements of candidates are evaluated using a consistent framework that provides recruiters and managers with guidance on effectively evaluating candidates.

We continue to evolve our hiring processes and explore ways that technology and automation can further improve candidate experience.

We remain on a multi-year journey to build bold leaders and nurture a culture of learning and innovation, consistently enhancing the resources available to our colleagues in pursuit of these objectives.

We recognize that the success of our long-term strategy relies on the strength of our leaders and we remain dedicated to advancing their capabilities.

We launched a new leadership development program for frontline managers across the enterprise and are implementing a new leadership framework to further build a culture of inclusive, high-impact leadership.

In 2025, we launched a new learning operating model that creates a more streamlined learner experience and expands learning solutions across the enterprise.

By leveraging artificial intelligence and advanced learning platforms we are accelerating personalized learning and building capacity for skill development.

This approach supports our recently expanded educational assistance and robust academy programs, creating learning pathways for critical and emerging skills.

*Engaging and Rewarding Colleagues*

Our latest overall OHS results place us in the top quartile of financial services.

Our dedication to building an inclusive workplace centers on welcoming a wide range of skills, backgrounds, viewpoints, and perspectives.

Various resources are used by management to understand what drives a sense of inclusion, including responses to our OHS and input from our seven business resource groups, which assist in identifying and supporting initiatives that are most relevant to customers, colleagues, and the community.

While our diversity efforts encompass a broad range of perspectives, we recognize that certain stakeholders maintain an interest in colleague demographic data, which is available in our Sustainability & Impact Report and on our website.

We provide comprehensive compensation and benefit programs.

Our activities outside these segments are classified as Non-Core or Other.

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

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In several areas, such as Aerospace, Defense and Government Services, Communications, Transportation and Logistics, Food and Restaurants, Human Capital Management, and Gaming we offer a more dedicated and tailored approach to better meet the unique needs of these client segments.

We strive to understand customer and client 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 business, drive sustainable growth and enhance profitability.

Our success rests on our ability to distinguish ourselves as follows:

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

We seek to deepen relationships with our customers by offering a full suite of products designed to meet their unique needs.

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

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

In Consumer Banking, we focus on serving mass affluent and affluent customers, small businesses and high-net-worth individuals.

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.

In Commercial Banking, we focus on serving customers in the middle-market, mid-corporate, and select industry verticals.

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

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

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 are on a multi-year digital transformation journey across our Consumer and Commercial organizations to digitize end-to-end customer experiences and transform our marketing to drive consumer-direct acquisition in order to satisfy rapidly changing customer preferences.

We strive to use advanced data analytics and artificial intelligence for personalization and to provide timely, insight-driven, tailored advice in order to deliver solutions to consumer and commercial customers throughout their lifecycles.

*Operate with financial discipline and a mindset of continuous improvement to self-fund investments:* We believe that continued focus on operational efficiency is critical to our future profitability and ability to continue to reinvest to drive future growth.

We launched the first Tapping our Potential (“TOP”) initiative in 2014 and have launched additional programs in subsequent years.

These programs are designed to transform how we operate and to improve the effectiveness, efficiency, and competitiveness of our franchise.

Our TOP 9 program was completed in 2024, and we launched a TOP 10 program in 2025 to allow us to continue to self-fund investments.

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

We continue to focus on thoughtfully growing our balance sheet by actively managing capital and resource allocations towards relationships-oriented growth to generate attractive risk-adjusted returns.

Our goal is to be good stewards of our resources and continue to rigorously evaluate our execution.

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

We have deployed and scaled an agile operating model to improve our speed-to-market, deliver innovative products and services and strengthen collaboration across teams.

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

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.

*Embed risk management within our culture and operations:* Given that the quality of our risk management program directly affects our ability to execute our strategy, we continue to work to further strengthen our risk management culture.

Moreover, we are committed to continuously enhancing our processes and talent, and to making improvements in the platform including ongoing investments in risk technology and frameworks.

These actions are designed to support and enhance our risk management capabilities and regulatory profile.

Leadership, Talent Development, and Talent Acquisition and Internal Mobility

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

We have also expanded educational assistance and educational pathways for emerging and critical skills through our academies, which focus on areas such as Innovation, Agile, Next Gen Tech, Banking and Credit, and Data & Analytics.

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.

Information required by this item is presented in Note [removed: 19] [added: 17] in Item 8 and is incorporated herein by reference.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

Securities registered pursuant to Section 12(g) of the [removed: Act:][added: Act: None]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $16,220,612,178] [added: $19,237,809,260] (based on the June 30, [removed: 2024] [added: 2025] closing price of Citizens Financial Group, Inc. common shares of [removed: $36.03] [added: $44.75] as reported on the New York Stock Exchange).

There were [removed: 437,136,981] [added: 424,983,657] shares of the registrant’s common stock ($0.01 par value) outstanding on February 4, [removed: 2025.][added: 2026.]

Portions of Citizens Financial Group, Inc.’s Proxy Statement to be filed with the United States Securities and Exchange Commission in connection with Citizens Financial Group, Inc.’s [removed: 2025 annual meeting] [added: 2026 Annual Meeting] of [removed: stockholders] [added: Shareholders] (the “Proxy Statement”) are incorporated by reference into Part III hereof.

| | | | [removed: | | |] Table of Contents | | | | | | [removed: | | |]

| | | | | | | [removed: | | |] Page | | | [removed: | | |]

| [removed: | | |] [Glossary of Acronyms and [removed: Terms](#i6321b404158340f5b9e74ce514294fc3_10) | | |] [added: Terms](#i7a274a145a274bd29e2e0d9668322124_10)] | | | [removed: [2](#i6321b404158340f5b9e74ce514294fc3_10)] | | | [added: [2](#i7a274a145a274bd29e2e0d9668322124_10)] | | |

| [removed: | | |] [Forward-Looking [removed: Statements](#i6321b404158340f5b9e74ce514294fc3_13) | | |] [added: Statements](#i7a274a145a274bd29e2e0d9668322124_13)] | | | [removed: [5](#i6321b404158340f5b9e74ce514294fc3_13)] | | | [added: [5](#i7a274a145a274bd29e2e0d9668322124_13)] | | |

| [removed: | | |] [Item 1. [removed: Business](#i6321b404158340f5b9e74ce514294fc3_19) | | |] [added: Business](#i7a274a145a274bd29e2e0d9668322124_19)] | | | [removed: [6](#i6321b404158340f5b9e74ce514294fc3_19)] | | | [added: [6](#i7a274a145a274bd29e2e0d9668322124_19)] | | |

| [removed: | | |] [Item 1A. Risk [removed: Factors](#i6321b404158340f5b9e74ce514294fc3_22) | | |] [added: Factors](#i7a274a145a274bd29e2e0d9668322124_22)] | | | [removed: [21](#i6321b404158340f5b9e74ce514294fc3_22)] | | | [added: [20](#i7a274a145a274bd29e2e0d9668322124_22)] | | |

| [removed: | | |] [Item 1B. Unresolved Staff [removed: Comments](#i6321b404158340f5b9e74ce514294fc3_25) | | |] [added: Comments](#i7a274a145a274bd29e2e0d9668322124_25)] | | | [removed: [34](#i6321b404158340f5b9e74ce514294fc3_25)] | | | [added: [33](#i7a274a145a274bd29e2e0d9668322124_25)] | | |

| [removed: | | |] [Item 1C. [removed: Cybersecurity](#i6321b404158340f5b9e74ce514294fc3_28) | | |] [added: Cybersecurity](#i7a274a145a274bd29e2e0d9668322124_28)] | | | [removed: [34](#i6321b404158340f5b9e74ce514294fc3_28)] | | | [added: [33](#i7a274a145a274bd29e2e0d9668322124_28)] | | |

| [removed: | | |] [Item 2. [removed: Properties](#i6321b404158340f5b9e74ce514294fc3_31) | | |] [added: Properties](#i7a274a145a274bd29e2e0d9668322124_31)] | | | [removed: [35](#i6321b404158340f5b9e74ce514294fc3_31)] | | | [added: [34](#i7a274a145a274bd29e2e0d9668322124_31)] | | |

| [removed: | | |] [Item 3. Legal [removed: Proceedings](#i6321b404158340f5b9e74ce514294fc3_34) | | |] [added: Proceedings](#i7a274a145a274bd29e2e0d9668322124_34)] | | | [removed: [35](#i6321b404158340f5b9e74ce514294fc3_34)] | | | [added: [34](#i7a274a145a274bd29e2e0d9668322124_34)] | | |

| [removed: | | |] [Item 4. Mine Safety [removed: Disclosures](#i6321b404158340f5b9e74ce514294fc3_37) | | |] [added: Disclosures](#i7a274a145a274bd29e2e0d9668322124_37)] | | | [removed: [35](#i6321b404158340f5b9e74ce514294fc3_37)] | | | [added: [34](#i7a274a145a274bd29e2e0d9668322124_37)] | | |

| [removed: | | |] [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6321b404158340f5b9e74ce514294fc3_43) | | |] [added: Securities](#i7a274a145a274bd29e2e0d9668322124_43)] | | | [removed: [36](#i6321b404158340f5b9e74ce514294fc3_43)] | | | [added: [35](#i7a274a145a274bd29e2e0d9668322124_43)] | | |

| [removed: | | |] [Item 6. [removed: Reserved](#i6321b404158340f5b9e74ce514294fc3_46) | | |] [added: Reserved](#i7a274a145a274bd29e2e0d9668322124_46)] | | | [removed: [37](#i6321b404158340f5b9e74ce514294fc3_46)] | | | [added: [36](#i7a274a145a274bd29e2e0d9668322124_46)] | | |

| [removed: | | |] [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6321b404158340f5b9e74ce514294fc3_49) | | |] [added: Operations](#i7a274a145a274bd29e2e0d9668322124_49)] | | | [removed: [38](#i6321b404158340f5b9e74ce514294fc3_49)] | | | [added: [37](#i7a274a145a274bd29e2e0d9668322124_49)] | | |

| [removed: | | |] [Item 7A. Quantitative and Qualitative Disclosures [removed: about] [added: About] Market [removed: Risk](#i6321b404158340f5b9e74ce514294fc3_130) | | |] [added: Risk](#i7a274a145a274bd29e2e0d9668322124_130)] | | | [removed: [80](#i6321b404158340f5b9e74ce514294fc3_130)] | | | [added: [78](#i7a274a145a274bd29e2e0d9668322124_130)] | | |

| [removed: | | |] [Item 8. Financial Statements and Supplementary [removed: Data](#i6321b404158340f5b9e74ce514294fc3_133) | | |] [added: Data](#i7a274a145a274bd29e2e0d9668322124_133)] | | | [removed: [81](#i6321b404158340f5b9e74ce514294fc3_133)] | | | [added: [79](#i7a274a145a274bd29e2e0d9668322124_133)] | | |

| [removed: | | |] [Consolidated Balance [removed: Sheets](#i6321b404158340f5b9e74ce514294fc3_145) | | |] [added: Sheets](#i7a274a145a274bd29e2e0d9668322124_145)] | | | [removed: [87](#i6321b404158340f5b9e74ce514294fc3_145)] | | | [added: [85](#i7a274a145a274bd29e2e0d9668322124_145)] | | |

| [removed: | | |] [Consolidated Statements of [removed: Operations](#i6321b404158340f5b9e74ce514294fc3_148) | | |] [added: Operations](#i7a274a145a274bd29e2e0d9668322124_148)] | | | [removed: [88](#i6321b404158340f5b9e74ce514294fc3_148)] | | | [added: [86](#i7a274a145a274bd29e2e0d9668322124_148)] | | |

| [removed: | | |] [Consolidated Statements of Comprehensive [removed: Income](#i6321b404158340f5b9e74ce514294fc3_151) | | |] [added: Income](#i7a274a145a274bd29e2e0d9668322124_151)] | | | [removed: [89](#i6321b404158340f5b9e74ce514294fc3_151)] | | | [added: [87](#i7a274a145a274bd29e2e0d9668322124_151)] | | |

| [removed: | | |] [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i6321b404158340f5b9e74ce514294fc3_154) | | |] [added: Equity](#i7a274a145a274bd29e2e0d9668322124_154)] | | | [removed: [90](#i6321b404158340f5b9e74ce514294fc3_154)] | | | [added: [88](#i7a274a145a274bd29e2e0d9668322124_154)] | | |

| [removed: | | |] [Consolidated Statements of Cash [removed: Flows](#i6321b404158340f5b9e74ce514294fc3_157) | | |] [added: Flows](#i7a274a145a274bd29e2e0d9668322124_157)] | | | [removed: [91](#i6321b404158340f5b9e74ce514294fc3_157)] | | | [added: [89](#i7a274a145a274bd29e2e0d9668322124_157)] | | |

| [removed: | | |] [Notes to Consolidated Financial [removed: Statements](#i6321b404158340f5b9e74ce514294fc3_160) | | |] [added: Statements](#i7a274a145a274bd29e2e0d9668322124_160)] | | | [removed: [93](#i6321b404158340f5b9e74ce514294fc3_160)] | | | [added: [90](#i7a274a145a274bd29e2e0d9668322124_160)] | | |

| [removed: | | |] [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i6321b404158340f5b9e74ce514294fc3_256) | | |] [added: Disclosure](#i7a274a145a274bd29e2e0d9668322124_259)] | | | [removed: [155](#i6321b404158340f5b9e74ce514294fc3_256)] | | | [added: [153](#i7a274a145a274bd29e2e0d9668322124_259)] | | |

| [removed: | | |] [Item 9A. Controls and [removed: Procedures](#i6321b404158340f5b9e74ce514294fc3_259) | | |] [added: Procedures](#i7a274a145a274bd29e2e0d9668322124_262)] | | | [removed: [155](#i6321b404158340f5b9e74ce514294fc3_259)] | | | [added: [153](#i7a274a145a274bd29e2e0d9668322124_262)] | | |

| [removed: | | |] [Item 9B. Other [removed: Information](#i6321b404158340f5b9e74ce514294fc3_262) | | |] [added: Information](#i7a274a145a274bd29e2e0d9668322124_265)] | | | [removed: [156](#i6321b404158340f5b9e74ce514294fc3_262)] | | | [added: [154](#i7a274a145a274bd29e2e0d9668322124_265)] | | |

| [removed: | | |] [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6321b404158340f5b9e74ce514294fc3_265) | | |] [added: Inspections](#i7a274a145a274bd29e2e0d9668322124_268)] | | | [removed: [156](#i6321b404158340f5b9e74ce514294fc3_265)] | | | [added: [154](#i7a274a145a274bd29e2e0d9668322124_268)] | | |

| [removed: | | |] [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i6321b404158340f5b9e74ce514294fc3_271) | | |] [added: Governance](#i7a274a145a274bd29e2e0d9668322124_274)] | | | [removed: [156](#i6321b404158340f5b9e74ce514294fc3_271)] | | | [added: [154](#i7a274a145a274bd29e2e0d9668322124_274)] | | |

| [removed: | | |] [Item 11. Executive [removed: Compensation](#i6321b404158340f5b9e74ce514294fc3_274) | | |] [added: Compensation](#i7a274a145a274bd29e2e0d9668322124_277)] | | | [removed: [156](#i6321b404158340f5b9e74ce514294fc3_274)] | | | [added: [154](#i7a274a145a274bd29e2e0d9668322124_277)] | | |

| [removed: | | |] [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6321b404158340f5b9e74ce514294fc3_277) | | |] [added: Matters](#i7a274a145a274bd29e2e0d9668322124_280)] | | | [removed: [157](#i6321b404158340f5b9e74ce514294fc3_277)] | | | [added: [155](#i7a274a145a274bd29e2e0d9668322124_280)] | | |

| [removed: | | |] [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i6321b404158340f5b9e74ce514294fc3_280) | | |] [added: Independence](#i7a274a145a274bd29e2e0d9668322124_283)] | | | [removed: [157](#i6321b404158340f5b9e74ce514294fc3_280)] | | | [added: [155](#i7a274a145a274bd29e2e0d9668322124_283)] | | |

| [removed: | | |] [Item 14. Principal Accountant Fees and [removed: Services](#i6321b404158340f5b9e74ce514294fc3_283) | | |] [added: Services](#i7a274a145a274bd29e2e0d9668322124_286)] | | | [removed: [157](#i6321b404158340f5b9e74ce514294fc3_283)] | | | [added: [155](#i7a274a145a274bd29e2e0d9668322124_286)] | | |

| [removed: | | |] [Item 15. Exhibits and Financial Statement [removed: Schedules](#i6321b404158340f5b9e74ce514294fc3_289) | | |] [added: Schedules](#i7a274a145a274bd29e2e0d9668322124_292)] | | | [removed: [157](#i6321b404158340f5b9e74ce514294fc3_289)] | | | [added: [155](#i7a274a145a274bd29e2e0d9668322124_292)] | | |

| [removed: | | |] [Item 16. Form 10-K [removed: Summary](#i6321b404158340f5b9e74ce514294fc3_292) | | |] [added: Summary](#i7a274a145a274bd29e2e0d9668322124_295)] | | | [removed: [161](#i6321b404158340f5b9e74ce514294fc3_292)] | | | [added: [159](#i7a274a145a274bd29e2e0d9668322124_295)] | | |

| Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I | | | CFG PrI | | | New York Stock Exchange | | |

| [Part I](#i7a274a145a274bd29e2e0d9668322124_16) | | | | | | | | |

| [Part II](#i7a274a145a274bd29e2e0d9668322124_40) | | | | | | | | |

| [Part III](#i7a274a145a274bd29e2e0d9668322124_271) | | | | | | | | |

| [Part IV](#i7a274a145a274bd29e2e0d9668322124_289) | | | | | | | | |

| [Signatures](#i7a274a145a274bd29e2e0d9668322124_298) | | | | | | [160](#i7a274a145a274bd29e2e0d9668322124_298) | | |

| | | | | | | | | |

| ASC | | | | | | Accounting Standards Codification | | |

| CME | | | | | | Chicago Mercantile Exchange | | |

| Efficiency Ratio | | | | | | Noninterest expense divided by total revenue, inclusive of net interest income and noninterest income | | |

| | | | | | | | | |

| MSR | | | | | | Mortgage Servicing Right | | |

| | | | | | | | | |

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

| SPE | | | | | | Special Purpose Entity | | |

| TBA | | | | | | To-Be-Announced Mortgage Security | | |

None

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

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

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

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

| | | | [Part II.](#i6321b404158340f5b9e74ce514294fc3_40) | | | | | | | | | | | |

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

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

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

| AACL | | | | | | Adjusted Allowance for Credit Losses | | |

| CMO | | | | | | Collateralized Mortgage Obligation | | |

| COVID | | | | | | Coronavirus Disease | | |

| Dodd-Frank Act | | | | | | The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 | | |

| EEO-1 report | | | | | | Mandatory report on workforce demographics submitted annually to the U.S. Equal Employment Opportunity Commission | | |

| FFIEC | | | | | | Federal Financial Institutions Examination Council | | |

| HSBC | | | | | | HSBC Bank U.S.A., N.A. | | |

| HSBC transaction | | | | | | Acquisition of HSBC East Coast branches and national online deposit business | | |

| JMP | | | | | | JMP Group LLC | | |

| Modified AACL transition | | | | | | The Day-1 CECL adoption entry booked to ACL plus 25% of subsequent CECL ACL reserve build | | |

| Modified CECL transition | | | | | | The Day-1 CECL adoption entry booked to retained earnings plus 25% of subsequent CECL ACL reserve build | | |

| MSRs | | | | | | Mortgage Servicing Rights | | |

| NMTC | | | | | | New Markets Tax Credit | | |

| NSFR | | | | | | Net Stable Funding Ratio | | |

| Operating Leverage | | | | | | Period-over-period percent change in total revenue, less the period-over-period percent change in noninterest expense | | |

| REIT | | | | | | Real estate investment trust | | |

| TBAs | | | | | | To-Be-Announced Mortgage Securities | | |

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

Many of the elements of the CSP are [added: related to] cyber defense [removed: related] and are in place to reduce our risk to a wide range of potential cyber threats that may target our assets and information daily.

The Audit Committee and Board also receive regular cybersecurity updates as part of the reporting provided by the Technology/Cyber Oversight Committee, a management committee chaired by the CEO which provides executive oversight, [removed: guidance] [added: guidance,] and transparency to key transformative initiatives designed to enhance our technology stability, cyber [removed: defenses] [added: defenses,] and risk management capabilities.

At December 31, [removed: 2024,] [added: 2025,] our subsidiaries owned and operated a total of [removed: 58] [added: 59] facilities and leased an additional [removed: 1,101] [added: 1,032] facilities.

See Note [removed: 7] [added: 5] and Note [removed: 9] [added: 7] in Item 8 for more information regarding our premises and equipment, and leases, respectively.

| | | | | | | Citizens Financial Group, Inc. \| [removed: 35] [added: 34] | | |

Our common stock is traded on the New York Stock Exchange under the symbol “CFG.” As of February 4, [removed: 2025,] [added: 2026,] our common stock was owned by [removed: 6,717] [added: 6,410] holders of record (including Cede & Co.) and approximately [removed: 484,000] [added: 723,000] beneficial shareholders whose shares were held in “street name” through a broker or bank.

The following graph shows the cumulative total shareholder return on our common stock during the five-year period ended December 31, [removed: 2024] [added: 2025] compared to (i) the Standard & Poor’s 500® index; (ii) the KBW Nasdaq Bank Index (“BKX”), composed of 24 banking stocks representing large U.S. national money centers, regional banks and thrift institutions; and (iii) a group of other regional banks that constitute our peers.

The graph assumes an initial investment of $100 at the closing price on December 31, [removed: 2019] [added: 2020] and that all dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 12/31/2019] [added: 2020] | | | [removed: 12/31/2020] [added: 2021] | | | [removed: 12/31/2021] [added: 2022] | | | [removed: 12/31/2022] [added: 2023] | | | [removed: 12/31/2023] [added: 2024] | | | [removed: 12/31/2024] [added: 2025] | | |

| Peer Regional Bank Average | | | 100 | | | [removed: 89] [added: 134] | | | [removed: 120] [added: 112] | | | [removed: 100] [added: 111] | | | [removed: 99] [added: 141] | | | [removed: 126] [added: 163] | | |

| | | | | | | Citizens Financial Group, Inc. \| [removed: 36] [added: 35] | | |

[removed: Issuer] [added: *Issuer] Purchase of Equity [removed: Securities][added: Securities*]

Details of the repurchases of the Company’s common stock during the three months ended December 31, [removed: 2024] [added: 2025] are included below:

(2) On June [removed: 28, 2024,] [added: 13, 2025,] the Company announced that its Board of Directors increased the capacity under its common share repurchase program [removed: by an additional $656 million, which was incremental] to [added: $1.5 billion, an increase of $1.2 billion above] the [removed: $594] [added: $300] million of capacity remaining under the prior [removed: February 2023] [added: June 2024] authorization.

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

| | | | December 31, | | | | | | | | | | | | | | | | | |

| CFG | | | $100 | | | $137 | | | $119 | | | $106 | | | $146 | | | $202 | | |

| S&P 500 Index | | | 100 | | | 129 | | | 105 | | | 133 | | | 166 | | | 196 | | |

| KBW BKX Index | | | 100 | | | 138 | | | 109 | | | 108 | | | 148 | | | 196 | | |

| October 1, 2025 - October 31, 2025 | | | 1,980,441 | | | $53.36 | | | 1,980,429 | | | $1,319,316,968 | | |

| November 1, 2025 - November 30, 2025 | | | — | | | $— | | | — | | | $1,319,316,968 | | |

| December 1, 2025 - December 31, 2025 | | | 361,987 | | | $53.36 | | | 361,987 | | | $1,300,000,000 | | |

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

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

| KBW BKX Index | | | 100 | | | 90 | | | 124 | | | 98 | | | 97 | | | 133 | | |

| 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 | | |

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

| | | | [removed: | | |] Page | | |

| [Report of Management on Internal Control Over Financial [removed: Reporting](#i6321b404158340f5b9e74ce514294fc3_136) | | |] [added: Reporting](#i7a274a145a274bd29e2e0d9668322124_136)] | | | [removed: [82](#i6321b404158340f5b9e74ce514294fc3_136)] [added: [80](#i7a274a145a274bd29e2e0d9668322124_136)] | | |

| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID [removed: No.](#i6321b404158340f5b9e74ce514294fc3_139) 34) | | |] [added: No.](#i7a274a145a274bd29e2e0d9668322124_139) 34)] | | | [removed: [83](#i6321b404158340f5b9e74ce514294fc3_139)] [added: [81](#i7a274a145a274bd29e2e0d9668322124_139)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i6321b404158340f5b9e74ce514294fc3_142) | | |] [added: Reporting](#i7a274a145a274bd29e2e0d9668322124_142)] | | | [removed: [86](#i6321b404158340f5b9e74ce514294fc3_142)] [added: [84](#i7a274a145a274bd29e2e0d9668322124_142)] | | |

| [Consolidated Balance [removed: Sheets](#i6321b404158340f5b9e74ce514294fc3_145) | | |] [added: Sheets](#i7a274a145a274bd29e2e0d9668322124_145)] | | | [removed: [87](#i6321b404158340f5b9e74ce514294fc3_145)] [added: [85](#i7a274a145a274bd29e2e0d9668322124_145)] | | |

| [Consolidated Statements of [removed: Operations](#i6321b404158340f5b9e74ce514294fc3_148) | | |] [added: Operations](#i7a274a145a274bd29e2e0d9668322124_148)] | | | [removed: [88](#i6321b404158340f5b9e74ce514294fc3_148)] [added: [86](#i7a274a145a274bd29e2e0d9668322124_148)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6321b404158340f5b9e74ce514294fc3_151) | | |] [added: Income](#i7a274a145a274bd29e2e0d9668322124_151)] | | | [removed: [89](#i6321b404158340f5b9e74ce514294fc3_151)] [added: [87](#i7a274a145a274bd29e2e0d9668322124_151)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i6321b404158340f5b9e74ce514294fc3_154) | | |] [added: Equity](#i7a274a145a274bd29e2e0d9668322124_154)] | | | [removed: [90](#i6321b404158340f5b9e74ce514294fc3_154)] [added: [88](#i7a274a145a274bd29e2e0d9668322124_154)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6321b404158340f5b9e74ce514294fc3_157) | | |] [added: Flows](#i7a274a145a274bd29e2e0d9668322124_157)] | | | [removed: [91](#i6321b404158340f5b9e74ce514294fc3_157)] [added: [89](#i7a274a145a274bd29e2e0d9668322124_157)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6321b404158340f5b9e74ce514294fc3_160) | | |] [added: Statements](#i7a274a145a274bd29e2e0d9668322124_160)] | | | [removed: [93](#i6321b404158340f5b9e74ce514294fc3_160)] [added: [90](#i7a274a145a274bd29e2e0d9668322124_160)] | | |

| [Note 1 - Significant Accounting [removed: Policies](#i6321b404158340f5b9e74ce514294fc3_163) | | |] [added: Policies](#i7a274a145a274bd29e2e0d9668322124_163)] | | | [removed: [93](#i6321b404158340f5b9e74ce514294fc3_163)] [added: [90](#i7a274a145a274bd29e2e0d9668322124_163)] | | |

| [removed: [Note 3 -] Cash and [removed: Due] [added: due] from [removed: Banks](#i6321b404158340f5b9e74ce514294fc3_169)] [added: banks] | | | [added: $1,464] | | | [removed: [95](#i6321b404158340f5b9e74ce514294fc3_169)] | | | [added: $1,409 | | |]

[removed: | [Note 4] [added: NOTE 2] - [removed: Securities](#i6321b404158340f5b9e74ce514294fc3_172) | | | | | | [95](#i6321b404158340f5b9e74ce514294fc3_172) | | |][added: SECURITIES]

[removed: | [Note 5] [added: NOTE 3] - [removed: Loans and Leases](#i6321b404158340f5b9e74ce514294fc3_175) | | | | | | [99](#i6321b404158340f5b9e74ce514294fc3_175) | | |][added: LOANS AND LEASES]

[removed: | [Note 6] [added: NOTE 4] - [removed: Credit Quality and the Allowance for Credit Losses](#i6321b404158340f5b9e74ce514294fc3_178) | | | | | | [101](#i6321b404158340f5b9e74ce514294fc3_178) | | |][added: CREDIT QUALITY AND THE ALLOWANCE FOR CREDIT LOSSES]

[removed: | [Note 7] [added: NOTE 5] - [removed: Premises, Equipment and Software](#i6321b404158340f5b9e74ce514294fc3_184) | | | | | | [115](#i6321b404158340f5b9e74ce514294fc3_184) | | |][added: PREMISES, EQUIPMENT AND SOFTWARE]

[removed: | [Note 8] [added: NOTE 6] - [removed: Mortgage Banking and Other Serviced Loans](#i6321b404158340f5b9e74ce514294fc3_187) | | | | | | [116](#i6321b404158340f5b9e74ce514294fc3_187) | | |][added: MORTGAGE BANKING AND OTHER SERVICED LOANS]

[removed: | [Note 9] [added: NOTE 7] - [removed: Leases](#i6321b404158340f5b9e74ce514294fc3_190) | | | | | | [118](#i6321b404158340f5b9e74ce514294fc3_190) | | |][added: LEASES]

[removed: | [Note 10] [added: NOTE 8] - [removed: Goodwill and Intangible Assets](#i6321b404158340f5b9e74ce514294fc3_193) | | | | | | [120](#i6321b404158340f5b9e74ce514294fc3_193) | | |][added: GOODWILL AND INTANGIBLE ASSETS]

[removed: | [Note 11] [added: NOTE 9] - [removed: Variable Interest Entities](#i6321b404158340f5b9e74ce514294fc3_196) | | | | | | [121](#i6321b404158340f5b9e74ce514294fc3_196) | | |][added: VARIABLE INTEREST ENTITIES]

[removed: | [Note 12] [added: NOTE 10] - [removed: Deposits](#i6321b404158340f5b9e74ce514294fc3_199) | | | | | | [124](#i6321b404158340f5b9e74ce514294fc3_199) | | |][added: DEPOSITS]

[removed: | [Note 13] [added: NOTE 11] - [removed: Borrowed Funds](#i6321b404158340f5b9e74ce514294fc3_202) | | | | | | [125](#i6321b404158340f5b9e74ce514294fc3_202) | | |][added: BORROWED FUNDS]

| [Note [removed: 14] [added: 12] - [removed: Derivatives](#i6321b404158340f5b9e74ce514294fc3_205) | | |] [added: Derivatives](#i7a274a145a274bd29e2e0d9668322124_205)] | | | [removed: [126](#i6321b404158340f5b9e74ce514294fc3_205)] [added: [123](#i7a274a145a274bd29e2e0d9668322124_205)] | | |

[removed: | [Note 15] [added: NOTE 13] - [removed: Employee Benefit Plans](#i6321b404158340f5b9e74ce514294fc3_208) | | | | | | [130](#i6321b404158340f5b9e74ce514294fc3_208) | | |][added: EMPLOYEE BENEFIT PLANS]

[removed: | [Note 16] [added: NOTE 14] - [removed: Accumulated Other Comprehensive Income (Loss)](#i6321b404158340f5b9e74ce514294fc3_211) | | | | | | [132](#i6321b404158340f5b9e74ce514294fc3_211) | | |][added: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)]

| [Note [removed: 17] [added: 15] - Stockholders’ [removed: Equity](#i6321b404158340f5b9e74ce514294fc3_214) | | |] [added: Equity](#i7a274a145a274bd29e2e0d9668322124_214)] | | | [removed: [132](#i6321b404158340f5b9e74ce514294fc3_214)] [added: [129](#i7a274a145a274bd29e2e0d9668322124_214)] | | |

[removed: | [Note 18] [added: NOTE 16] - [removed: Share-Based Compensation](#i6321b404158340f5b9e74ce514294fc3_220) | | | | | | [134](#i6321b404158340f5b9e74ce514294fc3_220) | | |][added: SHARE-BASED COMPENSATION]

[removed: | [Note 19] [added: NOTE 17] - [removed: Commitments and Contingencies](#i6321b404158340f5b9e74ce514294fc3_226) | | | | | | [135](#i6321b404158340f5b9e74ce514294fc3_226) | | |][added: COMMITMENTS AND CONTINGENCIES]

[removed: | [Note 20] [added: NOTE 18] - [removed: Fair Value Measurements](#i6321b404158340f5b9e74ce514294fc3_229) | | | | | | [137](#i6321b404158340f5b9e74ce514294fc3_229) | | |][added: FAIR VALUE MEASUREMENTS]

[removed: | [Note 21] [added: NOTE 19] - [removed: Noninterest Income](#i6321b404158340f5b9e74ce514294fc3_232) | | | | | | [143](#i6321b404158340f5b9e74ce514294fc3_232) | | |][added: NONINTEREST INCOME]

[removed: | [Note 22] [added: NOTE 20] - [removed: Other Operating Expense](#i6321b404158340f5b9e74ce514294fc3_235) | | | | | | [145](#i6321b404158340f5b9e74ce514294fc3_235) | | |][added: OTHER OPERATING EXPENSE]

[removed: | [Note 23] [added: NOTE 21] - [removed: Income Taxes](#i6321b404158340f5b9e74ce514294fc3_238) | | | | | | [145](#i6321b404158340f5b9e74ce514294fc3_238) | | |][added: INCOME TAXES]

[removed: | [Note 24] [added: NOTE 22] - [removed: Earnings Per Share](#i6321b404158340f5b9e74ce514294fc3_241) | | | | | | [148](#i6321b404158340f5b9e74ce514294fc3_241) | | |][added: EARNINGS PER SHARE]

| [Note [removed: 25] [added: 23] - Regulatory [removed: Matters](#i6321b404158340f5b9e74ce514294fc3_244) | | |] [added: Matters](#i7a274a145a274bd29e2e0d9668322124_244)] | | | [removed: [149](#i6321b404158340f5b9e74ce514294fc3_244)] [added: [146](#i7a274a145a274bd29e2e0d9668322124_244)] | | |

| [Note [removed: 26] [added: 24] - Business [removed: Operating Segments](#i6321b404158340f5b9e74ce514294fc3_247) | | |] [added: Segments](#i7a274a145a274bd29e2e0d9668322124_247)] | | | [removed: [150](#i6321b404158340f5b9e74ce514294fc3_247)] [added: [148](#i7a274a145a274bd29e2e0d9668322124_247)] | | |

[removed: | [Note 27] [added: NOTE 25] - [removed: Parent Company Financials](#i6321b404158340f5b9e74ce514294fc3_250) | | | | | | [153](#i6321b404158340f5b9e74ce514294fc3_250) | | |][added: PARENT COMPANY FINANCIALS]

Management assessed the effectiveness of the Company’s system of internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control [removed: —] [added: –] Integrated Framework (2013)*.

Based on that assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their accompanying report appearing on page [removed: [86](#i6321b404158340f5b9e74ce514294fc3_142),] [added: [84](#i7a274a145a274bd29e2e0d9668322124_142),] which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We have audited the accompanying consolidated balance sheets of Citizens Financial Group, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes (collectively referred to as the "consolidated financial statements").

| [Note 18 - Fair Value Measurements](#i7a274a145a274bd29e2e0d9668322124_226) | | | [134](#i7a274a145a274bd29e2e0d9668322124_226) | | |

The Company’s estimate of expected credit losses in its loan and lease portfolios is recorded in the Allowance for Credit Losses (“ACL”) and considers extensive historical loss experience, including the impact of loss mitigation and restructuring programs that the Company offers to borrowers experiencing financial difficulty, as well as projected loss severity as a result of loan default.

- We evaluated the appropriateness and relevance of management’s (i) judgments used to determine economic forecasts, (ii) selection of economic forecasts, and (iii) consideration of economic forecasting uncertainty and adjustments to the economic forecasts for industry sectors facing challenges in the current macroeconomic environment.

February 12, 2026

| Other liabilities(1)(4) | | | 5,439 | | | | | | 6,090 | | |

| Net unrealized gains (losses) arising during the period | | | 250 | | | (531) | | | (106) | | |

| Reclassification of net (gains) losses to earnings | | | 557 | | | 693 | | | 435 | | |

| Reclassification of net (gains) losses to earnings | | | 63 | | | 59 | | | 83 | | |

| Preferred stock issued | | | — | | | 393 | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | 393 | | |

| Preferred stock redemption | | | — | | | (395) | | | | | | — | | | — | | | — | | | (5) | | | — | | | — | | | (400) | | |

| Share repurchase excise tax | | | — | | | — | | | | | | — | | | — | | | — | | | — | | | (5) | | | — | | | (5) | | |

| Balance at December 31, 2025 | | | 2 | | | $2,111 | | | | | | 429 | | | $7 | | | $22,476 | | | $11,345 | | | ($7,652) | | | ($1,970) | | | $26,317 | | |

| Investment securities: | | | | | | | | | | | |

(2) See Note 21 for information regarding income taxes paid.

The Company’s retail branch footprint is predominantly in the New England, Mid-Atlantic, and Midwest regions, and its Private Bank footprint includes offices in California, Florida, New York, and Massachusetts.

Certain lines of our business also serve national markets.

During the fourth quarter of 2025, the Company’s Non-Core operating segment no longer met the criteria to be considered a reportable segment and, therefore, it is now reported as part of the Company’s Other non-segment operations.

As a result of this change the Company now has two reportable segments: Consumer Banking and Commercial Banking.

In addition, certain activities within Other non-segment operations were transferred to the Consumer and Commercial Banking segments due to organizational changes.

Prior period results were recast to conform to the new segment presentation.

During the fourth quarter of 2025, the Company also modified the presentation of its year-end Consolidated Balance Sheet to include Derivative assets and Derivative liabilities in Other assets and Other liabilities, respectively.

*Cash and Cash Equivalents*

| Securities | | | [2](#i7a274a145a274bd29e2e0d9668322124_169) | | | [91](#i7a274a145a274bd29e2e0d9668322124_169) | | |

| Leases | | | [7](#i7a274a145a274bd29e2e0d9668322124_187) | | | [114](#i7a274a145a274bd29e2e0d9668322124_187) | | |

| Variable Interest Entities | | | [9](#i7a274a145a274bd29e2e0d9668322124_193) | | | [117](#i7a274a145a274bd29e2e0d9668322124_193) | | |

| Fair Value Measurement | | | [18](#i7a274a145a274bd29e2e0d9668322124_226) | | | [134](#i7a274a145a274bd29e2e0d9668322124_226) | | |

| Revenue Recognition | | | [19](#i7a274a145a274bd29e2e0d9668322124_229) | | | [140](#i7a274a145a274bd29e2e0d9668322124_229) | | |

| Improvements to Income Tax Disclosures *Issued December 2023* | | | •Requires a tabular income tax rate reconciliation that includes specific categories and other significant categories, disaggregated by nature, that exceed 5% of income tax expense at the statutory tax rate •Requires disclosure of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, and further disaggregated by individual jurisdictions that exceed 5% of total income taxes paid, net of refunds received •Requires disclosure of pre-tax income disaggregated between domestic and foreign, and income tax expense disaggregated by federal, state, and foreign | | | •The Company adopted the new ASU on January 1, 2025 on a retrospective basis, effective for annual financial statements for the year ended December 31, 2025 •Required disclosures for income taxes are included in Note 21 | | |

| Total amortized cost of debt securities | | | $110 | | | $5,002 | | | $1,911 | | | $37,810 | | | $44,833 | | |

| U.S. Treasury and other | | | $— | | | $2,311 | | | $812 | | | $— | | | $3,123 | | |

| Total fair value of debt securities | | | $109 | | | $4,924 | | | $1,873 | | | $35,941 | | | $42,847 | | |

At December 31, 2025 and 2024, debt securities with a carrying value of $3.4 billion and $4.0 billion, respectively, were pledged to secure public deposits, trust funds, FHLB borrowing capacity, repurchase agreements, and derivative contracts, and for other purposes as required or permitted by law.

| Federal agencies and U.S. government sponsored entities | | | 3,415 | | | (164) | | | | | | 13,098 | | | (1,210) | | | | | | 16,513 | | | (1,374) | | |

| Total mortgage-backed securities | | | 3,415 | | | (164) | | | | | | 13,361 | | | (1,214) | | | | | | 16,776 | | | (1,378) | | |

| Total | | | $3,415 | | | ($164) | | | | | | $15,351 | | | ($1,264) | | | | | | $18,766 | | | ($1,428) | | |

| (dollars in millions) | | | 2025 | | | | | | 2024 | | |

| (dollars in millions) | | | 2025 | | | | | | 2024 | | |

| 2026 | | | $237 | | |

| 2030 | | | 107 | | |

| Thereafter | | | 130 | | |

| | | | | | | | | |

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

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

Critical Audit Matter Description

The Company’s estimate of expected credit losses in its loan and lease portfolios is recorded in the ACL.

The qualitative allowance is further affected by sensitivity analysis for certain industry sectors or loan classes, including CRE office.

How the Critical Audit Matter Was Addressed in the Audit

Goodwill – Refer to Note 10 to the consolidated financial statements

Management reviews the goodwill of each reporting unit for impairment on an annual basis as of October 1st or more frequently if events or circumstances change that indicate an impairment may exist.

Management performed a quantitative goodwill impairment test associated with its annual impairment assessment date.

The fair value of the Company’s reporting units was determined using a combination of income and market-based approaches.

Under the income approach, key assumptions included cash flow projections based on multi-year forecasts, long-term earnings growth rate, and discount rates.

Under the market-based approach, key assumptions included determination of comparable public companies, valuation multiples, and utilization of a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit, and guideline transactions, when applicable.

We identified the goodwill impairment test as a critical audit matter because these fair value determinations require management to make significant estimates and assumptions.

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

Our audit procedures related to the valuation of the Company’s reporting units included the following, among others:

- We tested the design, implementation, and operating effectiveness of internal controls over the goodwill impairment test, including controls over the (i) accounting and valuation conclusions reached by management, (ii) relevant business and valuation assumptions, and (iii) determination of its operating segments and reporting units.

- With the assistance of internal valuation specialists, we (i) evaluated the appropriateness of the valuation methodology used and the reasonableness of the valuation and business assumptions, including the selection of discount rates, market multiples, and long-term earnings growth rate, (ii) assessed the mathematical accuracy of the valuation calculations, and (iii) assessed the reasonableness of the consolidated Company valuation in comparison to the Company’s market capitalization.

- We tested the completeness and accuracy of the data used in the valuation of the commercial and consumer reporting units.

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

- We tested the reasonableness of management’s forecasts used in the valuation of the commercial and consumer reporting units.

February 13, 2025

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

| Derivative assets | | | 408 | | | | | | 440 | | |

| Derivative liabilities | | | 1,220 | | | | | | 1,562 | | |

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

| Reclassification adjustment for net (gains) losses on cash flow hedge derivatives included in net income, net of income taxes of $253, $161 and $30, respectively | | | 693 | | | 435 | | | 85 | | |

| Reclassification of net securities (gains) losses to net income, net of income taxes of $19, $28 and ($2), respectively | | | 59 | | | 83 | | | (7) | | |

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

| Balance at January 1, 2022 | | | 2 | | | $2,014 | | | | | | 422 | | | $6 | | | $19,005 | | | $7,978 | | | ($4,918) | | | ($665) | | | $23,420 | | |

| Issuance of common stock - business acquisition | | | — | | | — | | | | | | 72 | | | — | | | 3,036 | | | — | | | — | | | — | | | 3,036 | | |

| Acquisitions, net of cash acquired(1) | | | — | | | — | | | (255) | | |

| Income taxes paid | | | 208 | | | 375 | | | 183 | | |

| Transfer of securities from AFS to HTM | | | — | | | — | | | 8,563 | | |

| Investors Acquisition: | | | | | | | | | | | |

| Fair value of assets acquired, excluding cash and cash equivalents | | | — | | | — | | | 27,113 | | |

| Fair value of liabilities assumed | | | — | | | — | | | 24,982 | | |

| Common stock issued | | | — | | | — | | | 3,036 | | |

| Replacement equity awards | | | — | | | — | | | 19 | | |

(1) Primarily includes cash paid of $355 million to acquire Investors less $287 million in cash acquired, and $143 million and $23 million of cash paid for the HSBC transaction and acquisition of DH Capital, LLC, respectively, for the year ended December 31, 2022.

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

The design of [removed: any] disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

[removed: Any controls] [added: Controls] and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

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

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

Management’s Annual Report on Internal Control over Financial Reporting, the Report of the Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements] [added: Statements,] and the Report of the Independent Registered Public Accounting Firm on Internal Control over Financial Reporting are included in Item 8.

In Part III of this Report we refer to relevant sections of our [removed: 2025] [added: 2026] Proxy Statement for the [removed: 2025 annual meeting] [added: 2026 Annual Meeting] of [removed: shareholders,] [added: Shareholders,] which will be filed with the SEC pursuant to Regulation 14A within 120 days of the close of our [removed: 2024] [added: 2025] fiscal year.

Portions of our [removed: 2025] [added: 2026] 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” [removed: —] [added: –] “Director Nominees” and “Executive Officers”, “Board Structure and Board Oversight Responsibilities” [removed: —] [added: –] “Corporate Governance Guidelines”, “Committees of the Board”, and “Code of Business Conduct and Ethics”, “Compensation Matters [removed: —] [added: -] Compensation Governance” [removed: —] [added: –] “Insider Trading Policies and Procedures”, and “Other Items” [removed: —] [added: –] “Delinquent Section 16(a) Reports” of our [removed: 2025] [added: 2026] Proxy Statement, which is incorporated by reference into this item.

*Insider Trading Policy*

The Company maintains an insider trading policy that governs the purchase, sale, and other disposition of its securities by directors, officers, employees, and consultants, including related individuals, as well as the Company itself.

The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as New York Stock Exchange listing standards.

A copy of the Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

Information required by this item is presented under the captions “Compensation Matters” [removed: —] [added: –] “Compensation Discussion and Analysis”, “Compensation and HR Committee 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: “Compensation Governance” - “Process for Approval of Equity Grants”,] and [removed: “Dodd Frank] [added: “Dodd–Frank] Compensation Disclosure” [removed: —] [added: –] “CEO Pay Ratio” and “Pay Versus Performance”, and “Corporate Governance Matters” - “Director Compensation” of our [removed: 2025] [added: 2026] Proxy Statement, which is incorporated by reference into this item.

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

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: 2025] [added: 2026] 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 below, with additional information regarding these plans included in Note [removed: 18] [added: 16] in Item 8.

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

| Equity compensation plans approved by security holders | | | [removed: 6,678,168] [added: 6,798,487] | | | — | | | [removed: 20,557,557] [added: 17,572,911] | | |

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

Although equity-based awards granted under the Investors [removed: Plans] [added: Plan] were converted into CFG awards and assumed in connection with the Investors acquisition in 2022, CFG does not intend to grant any awards under the Investors [removed: Plans.][added: Plan.]

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

[removed: (5)] [added: (4)] Represents the number of shares remaining available for future issuance under the Amended & Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan [removed: (12,159,746] [added: (9,822,330] shares), the Amended & Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan [removed: (7,709,853] [added: (7,125,729] shares), and the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan [removed: (687,958] [added: (624,852] shares).

At December 31, 2025

| Total(1) | | | 6,798,487 | | | — | | | 17,572,911 | | |

As of December 31, 2025, 700 restricted shares were outstanding under the Investors Plan.

(3) CFG has no outstanding options.

At December 31, 2024

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

As of December 31, 2024, 40,574 stock options with a weighted-average exercise price of $38.33 and 7,726 restricted shares were outstanding under the Investors Plans.

(2) Excludes securities subject to the JMP Group LLC Amended and Restated Equity Incentive Plan (“JMP Plan”).

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

As of December 31, 2024, 106,451 stock options with a weighted-average exercise price of $19.45 were outstanding under the JMP Plan.

(4) Other than the stock options assumed in connection with the JMP and Investors acquisitions, CFG had no outstanding stock options.

Information required by this item is set forth under the captions “Corporate Governance Matters” [removed: —] [added: –] “Director Nominees” - “Director Independence” and “Related Person Transactions” of our [removed: 2025] [added: 2026] Proxy Statement, which is incorporated by reference into this item.

Information required by this item is presented under the captions “Audit Matters” [removed: —] [added: –] “Pre-approval of Independent Auditor Services” and “Independent Registered Public Accounting Firm Fees” of our [removed: 2025] [added: 2026] Proxy Statement, which is incorporated by reference into this item.

- Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023;][added: 2024;]

- Consolidated Statements of Operations for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022;][added: 2023;]

- Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022;][added: 2023;]

- Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022;][added: 2023;]

- Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022;] [added: 2023;] and

[3.1 Restated Certificate of Incorporation of the Registrant as in effect on the date hereof, as filed with the Secretary of State of the State of Delaware and effective [removed: July 8, 2024] [added: October 6, 2025] (incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed [removed: July 9, 2024)](https://www.sec.gov/Archives/edgar/data/759944/000075994424000134/cleancfgcoi.htm)][added: October 6, 2025](https://www.sec.gov/Archives/edgar/data/759944/000075994425000133/cfg-cleanrestatedcertifica.htm))]

[4.6 Description of the Securities Registered Pursuant to Section 12 of the Securities Act of [removed: 1934*](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/exhibit46-q42024.htm)][added: 1934*](https://www.sec.gov/Archives/edgar/data/759944/000075994426000028/exhibit46-q42025.htm)]

[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/759944/000075994425000013/exhibit47-q42024.htm)][added: subsidiaries*](https://www.sec.gov/Archives/edgar/data/759944/000075994426000028/exhibit47-q42025.htm)]

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

[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/759944/000075994425000013/a105_rsuannualagreement.htm)][added: Agreement (incorporated herein by reference to Exhibit 10.5 of the Annual Report on Form 10-K, filed February 13, 2025)†](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a105_rsuannualagreement.htm)]

[removed: [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] [added: [10.6 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, [removed: Filed] [added: filed] February 24, 2017)†](https://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1011bvsrsu2017grant.htm)

[removed: [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] [added: [10.7 Citizens] Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Performance Stock Unit Award [removed: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994425000013/a107_psuannualagreement.htm)][added: Agreement†*](https://www.sec.gov/Archives/edgar/data/759944/000075994426000028/a107_psuannualagreement-up.htm)]

[removed: [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] [added: [10.8 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, [removed: Filed] [added: filed] February 24, 2017)†](https://www.sec.gov/Archives/edgar/data/759944/000075994417000012/exhibit1015bvspsu2017grant.htm)

[removed: [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] [added: [10.9 Citizens] Financial Group, Inc. 2014 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.3 of the Registration Statement on Form S-8, filed September 26, 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000095010314006651/dp49578_ex9903.htm)

[10.10 Amended and Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan, amended and restated as of July 1, [removed: 2024 (incorporated] [added: 2024](https://www.sec.gov/Archives/edgar/data/759944/000075994424000090/exhibit104-cfgesppar2024.htm) [(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)

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

[removed: [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] [added: [10.12 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 [removed: 10-Q] [added: 10-Q,] filed August 3, 2021)†](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit101.htm)

[removed: [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] [added: [10.13 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: [10.1](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] [added: [10.14 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: [10.1](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] [added: [10.17 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)[7](https://www.sec.gov/Archives/edgar/data/759944/000075994416000143/exhbit101.htm) [Amended] [added: [10.18 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: [10.18] [added: [10.19] 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)

[removed: [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] [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 10.19 of the Annual Report on Form 10-K, filed February 26, 2016)†](https://www.sec.gov/Archives/edgar/data/759944/000075994416000099/formofdirector2016rsuagmt.htm)

[removed: [10.20] [added: [10.21] Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed August 3, 2017)†](https://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-2.htm)

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

[removed: [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] [added: [10.22 Amended] and Restated Deferred Compensation Plan for Directors of Citizens Financial Group, Inc., effective January 1, 2009 (incorporated herein by reference to Exhibit 10.19 of Amendment No. 2 to Registration Statement on Form S-1, filed August 15, 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1019.htm)

[removed: [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] [added: [10.23 Form] of Indemnification Agreement (incorporated herein by reference to Exhibit 10.5 of Amendment No. 3 to Registration Statement on Form S-1, filed September 8, 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000119312514334394/d723158dex105.htm)

[removed: [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] [added: [10.24 Amended] and Restated CFG Voluntary Executive Deferred Compensation Plan, effective January 1, 2009 and amended and restated on September 1, 2014 (incorporated herein by reference to Exhibit 10.21 of the Annual Report on Form 10-K, filed March 3, 2015)†](https://www.sec.gov/Archives/edgar/data/759944/000075994415000016/exhibit10-21.htm)

[removed: [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] [added: [10.25 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)[5](https://www.sec.gov/Archives/edgar/data/759944/000075994420000030/exhibit1027.htm) [Second] [added: [10.26 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)[6](https://www.sec.gov/Archives/edgar/data/759944/000075994421000034/exhibit1027.htm) [Third] [added: [10.27 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)[7](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit1021.htm) [Fourth] [added: [10.28 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)

[removed: [10.28] [added: [10.29] Fifth Amendment to the CFG Voluntary Executive Deferred Compensation Plan dated January 1, 2024 (incorporated herein by reference to Exhibit 10.24 of the Annual Report on Form 10-K, filed February 16, 2024)†](https://www.sec.gov/Archives/edgar/data/759944/000075994424000039/exhibit1024-voluntaryexecu.htm)

[removed: [10.2](https://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1020.htm)[9](https://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1020.htm) [Amended] [added: [10.30 Amended] and Restated Citizens Financial Group, Inc. Deferred Compensation Plan, effective January 1, 2009 (incorporated herein by reference to Exhibit 10.20 of Amendment No. 2 to Registration Statement on Form S-1, filed August 15, 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1020.htm)

[removed: [10.30] [added: [10.31] Citizens Financial Group, Inc. Form of Deferred Cash Agreement (incorporated herein by reference to Exhibit 10.26 of the Annual Report on Form 10-K, filed February 16, 2024)†](https://www.sec.gov/Archives/edgar/data/759944/000075994424000039/exhibit1026-deferredcashag.htm)

[removed: [10.](https://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1021.htm)[31](https://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1021.htm) [Citizens] [added: [10.32 Citizens] Financial Group, Inc. Executive Severance Practice (incorporated herein by reference to Exhibit 10.21 of Amendment No. 2 to Registration Statement on Form S-1, filed August 15, 2014)†](https://www.sec.gov/Archives/edgar/data/759944/000119312514311183/d723158dex1021.htm)

[removed: [10.](https://www.sec.gov/Archives/edgar/data/759944/000075994416000137/ceocontract-5516xexecution.htm)[3](https://www.sec.gov/Archives/edgar/data/759944/000075994416000137/ceocontract-5516xexecution.htm)[2](https://www.sec.gov/Archives/edgar/data/759944/000075994416000137/ceocontract-5516xexecution.htm) [Amended] [added: [10.33 Amended] and Restated Executive Employment Agreement, dated May 5, 2016, between the Registrant and Bruce Van Saun (incorporated herein by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q, filed May 9, 2016)†](https://www.sec.gov/Archives/edgar/data/759944/000075994416000137/ceocontract-5516xexecution.htm)

[removed: [10.](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit102.htm)[3](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit102.htm)[3](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit102.htm) [Addendum] [added: [10.34 Addendum] to Amended and Restated Executive Employment Agreement, dated as of June 25, 2021 between the Registrant and Bruce Van Saun (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed August 3, 2021)†](https://www.sec.gov/Archives/edgar/data/759944/000075994421000108/exhibit102.htm)

[removed: [10.3](https://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-7.htm)[4](https://www.sec.gov/Archives/edgar/data/759944/000075994417000047/exhibit10-7.htm) [Executive] [added: [10.39 Executive] Employment Agreement, dated [removed: March 23, 2015,] [added: November 3, 2025,] between the Registrant and [removed: Donald H.][added: Ted Swimmer†*](https://www.sec.gov/Archives/edgar/data/759944/000075994426000028/a1039tswimmerexecemploymen.htm)]

[removed: [10.3](https://www.sec.gov/Archives/edgar/data/759944/000075994419000024/exhibit10_41.htm)[5](https://www.sec.gov/Archives/edgar/data/759944/000075994419000024/exhibit10_41.htm) [](https://www.sec.gov/Archives/edgar/data/759944/000075994419000024/exhibit10_41.htm)[Executive] [added: [10.37 Amended and Restated Executive] Employment Agreement, dated [removed: September 6, 2014,] [added: December 20, 2021,] between the Registrant and [removed: Malcolm Griggs and subsequent addendum dated August 14, 2017] [added: Brendan Coughlin] (incorporated herein by reference to Exhibit [removed: 10.41] [added: 10.32] of the Annual Report on Form 10-K, filed February [removed: 21, 2019)](https://www.sec.gov/Archives/edgar/data/759944/000075994419000024/exhibit10_41.htm)[†](https://www.sec.gov/Archives/edgar/data/759944/000075994419000024/exhibit10_41.htm)][added: 23, 2022)†](https://www.sec.gov/Archives/edgar/data/759944/000075994422000025/exhibit10322021.htm)]

[10.16 Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy, amended and effective as of April 24, 2025 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed August 4, 2025)†](https://www.sec.gov/Archives/edgar/data/759944/000075994425000108/directorcomppolicy-effecti.htm)

[10.35 Executive Employment Agreement, dated March 23, 2015, between the Registrant and Donald H.

[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)

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: 13, 2025.][added: 12, 2026.]

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

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director or officer of Citizens Financial Group, Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Bruce Van Saun, [removed: John F.][added: Aunoy Banerjee, Michelle Moosally, and Christopher J.]

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, [removed: place] [added: 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: 2024] [added: 2025] 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: 13, 2025] [added: 12, 2026] | | |

| [removed: John F. Woods] [added: Aunoy Banerjee] | | | | | | | | | [added: Executive] Vice [removed: Chair] [added: President] and Chief Financial Officer | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Christopher J. Schnirel | | | | | | | | | Executive Vice President, Chief Accounting Officer and Controller | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Lee Alexander | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Tracy A. Atkinson | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Christine M. Cumming | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Kevin Cummings | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| William P. Hankowsky | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Edward J. Kelly III | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Robert G. Leary | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Terrance J. Lillis | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Michele N. Siekerka | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Christopher J. Swift | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| Marita Zuraitis | | | | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

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

| /s/ Aunoy Banerjee | | | | | | | | | | | | | | | | | |

| /s/ Claude E. Wade | | | | | | | | | | | | | | | | | |

| Claude E. Wade | | | | | | | | | Director | | | | | | February 12, 2026 | | |

Woods, Robin S.

Elkowitz, and Christopher J.

| /s/ John F. Woods | | | | | | | | | | | | | | | | | |

| /s/ Wendy A. Watson | | | | | | | | | | | | | | | | | |

| Wendy A. Watson | | | | | | | | | Director | | | | | | February 13, 2025 | | |