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

The information required by this item regarding security ownership of certain beneficial owners and management is presented under the caption “Other Items” - “Security Ownership of Certain Beneficial Owners and Management” in our 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 16 in Item 8.

Equity Compensation Plan Information

At December 31, 2025


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)(2)	Weighted-average exercise price of outstanding options, warrants and rights ($)(3)	Number of securities remaining available (excluding securities reflected in first column) (#)(4)
Equity compensation plans approved by security holders	6,798,487	—	17,572,911
Equity compensation plans not approved by security holders	—	—	—
Total(1)	6,798,487	—	17,572,911

(1) Excludes securities subject to the Investors Bancorp, Inc. 2015 Equity Incentive Plan (“Investors Plan”). Although equity-based awards granted under the Investors 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 Plan. As of December 31, 2025, 700 restricted shares were outstanding under the Investors Plan.

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

(3) CFG has no outstanding options.

(4) Represents the number of shares remaining available for future issuance under the Amended & Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (9,822,330 shares), the Amended & Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan (7,125,729 shares), and the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (624,852 shares).

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