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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the New York Stock Exchange under the symbol “CFG.” As of February 4, 2026, our common stock was owned by 6,410 holders of record (including Cede & Co.) and approximately 723,000 beneficial shareholders whose shares were held in “street name” through a broker or bank. Information relating to compensation plans under which our equity securities are authorized for issuance is presented in Item 12.

The following graph shows the cumulative total shareholder return on our common stock during the five-year period ended December 31, 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, 2020 and that all dividends were reinvested. The points on the graph represent the cumulative total return on the last trading day of the fiscal year indicated.

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

1530

December 31,
202020212022202320242025
CFG$100$137$119$106$146$202
S&P 500 Index100129105133166196
KBW BKX Index100138109108148196
Peer Regional Bank Average100134112111141163
Citizens Financial Group, Inc. | 35

Issuer Purchase of Equity Securities

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

PeriodTotal Number of Shares Repurchased**(1)**Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs**(2)**Maximum Dollar Amount of Shares That May Yet Be Purchased as Part of Publicly Announced Plans or Programs**(2)**
October 1, 2025 - October 31, 20251,980,441$53.361,980,429$1,319,316,968
November 1, 2025 - November 30, 2025—$——$1,319,316,968
December 1, 2025 - December 31, 2025361,987$53.36361,987$1,300,000,000

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

(2) On June 13, 2025, the Company announced that its Board of Directors increased the capacity under its common share repurchase program to $1.5 billion, an increase of $1.2 billion above the $300 million of capacity remaining under the prior June 2024 authorization.

Common stock share repurchases may be executed in the open market or in privately negotiated transactions, including under Rule 10b5-1 plans and accelerated share repurchase and other structured transactions. The timing and exact amount of future share repurchases will be subject to various factors, including the Company’s capital position, financial performance, balance sheet growth, market conditions, and regulatory considerations.

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