Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


						Page
Forward-Looking Statements						6
Introduction						7
Executive Summary						8
Results of Operations						9
Analysis of Financial Condition						14
Business Segments						20
Risk Management						21
Credit Risk						22
Market Risk						22
Liquidity Risk						25
Operational Risk						28
Compliance Risk						29
Capital						29
Critical Accounting Estimates						32
Accounting and Reporting Developments						33
Non-GAAP Financial Measures						34

Citizens Financial Group, Inc. | 5

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook,” “guidance” or similar expressions or future conditional verbs such as “may,” “will,” “likely,” “should,” “would,” and “could.”

Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation:

Negative economic, business, and political conditions, including as a result of the interest rate environment, supply chain disruptions, tariffs, inflationary pressures, and labor shortages that adversely affect the general economy, housing prices, the job market, consumer confidence, and spending habits;
The general state of the economy and employment, as well as general business and economic conditions, and changes in the competitive environment;
Our capital and liquidity requirements under regulatory standards and our ability to generate capital and liquidity on favorable terms;
The effect of changes in our credit ratings on our cost of funding, access to capital markets, ability to market our securities, and overall liquidity position;
The effect of changes in the level of commercial and consumer deposits on our funding costs and net interest margin;
Our ability to execute on our strategic business initiatives and achieve our financial performance goals across our Consumer and Commercial businesses, including our Private Bank;
The effects of geopolitical instability, including the wars in Ukraine and the Middle East, on economic and market conditions, inflationary pressures and the interest rate environment, commodity price and foreign exchange rate volatility, and heightened cybersecurity risks;
Our ability to comply with heightened supervisory requirements and expectations as well as new or amended regulations;
Liabilities and business restrictions resulting from litigation and regulatory investigations;
The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale;
Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets;
Financial services reform and other current, pending, or future legislation or regulation that could have a negative effect on our revenue and businesses;
Environmental risks, such as physical or transition risks associated with climate change, and social and governance risks, that could adversely affect our reputation, operations, business, and customers;
A failure in or breach of our compliance with laws, as well as operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyberattacks; and
Management’s ability to identify and manage these and other risks.

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In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, balance sheet growth, market conditions, and regulatory considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares from or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” section in Part I, Item 1A of our 2024 Form 10-K.

INTRODUCTION

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $218.3 billion in assets as of June 30, 2025. Headquartered in Providence, Rhode Island, we offer a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large 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, ideas, and solutions. In Consumer Banking, we provide an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately 3,000 ATMs and 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 management and small business offerings. In Commercial Banking, we offer a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities.

The following MD&A is intended to assist readers in their analysis of the accompanying unaudited interim Consolidated Financial Statements and supplemental financial information. It should be read in conjunction with the unaudited interim Consolidated Financial Statements and Notes to Consolidated Financial Statements in Part I, Item 1, as well as other information contained in this document and our 2024 Form 10-K.

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EXECUTIVE SUMMARY

This summary highlights select financial information of the Company as well as information regarding certain significant events and transactions occurring during the six months ended June 30, 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. For additional information regarding our financial performance and condition, see “Results of Operations” and “Analysis of Financial Condition.”

Key Financial Highlights

Net income of $436 million and $809 million for the three and six months ended June 30, 2025, respectively, increased $44 million and $83 million, with earnings per diluted common share up $0.14 to $0.92 and up $0.25 to $1.69, compared to the same periods in 2024.
Net interest income of $1.4 billion and $2.8 billion for the three and six months ended June 30, 2025, respectively, increased $27 million compared to the same three-month period in 2024, primarily driven by higher net interest margin, and decreased $24 million compared to the same six-month period in 2024, primarily driven by a decline in average interest-earning assets.
Noninterest income of $600 million and $1.1 billion for the three and six months ended June 30, 2025, respectively, increased $47 million and $74 million compared to the same periods in 2024, primarily driven by higher mortgage banking, wealth, and service charge fees.
Noninterest expense of $1.3 billion for the three months ended June 30, 2025 increased $18 million compared to the same period in 2024, driven by salaries and employee benefits related to hiring for the Private Bank and Private Wealth build-out, partially offset by a decline in other operating expense driven by efficiency efforts and lower FDIC deposit insurance costs. Noninterest expense of $2.6 billion for the six months ended June 30, 2025 decreased $26 million compared to the same period in 2024, primarily driven by efficiency efforts and lower FDIC deposit insurance costs.
Provision expense of $164 million and $317 million for the three and six months ended June 30, 2025, respectively, decreased $18 million and $36 million compared to the same periods in 2024, reflecting Non-Core portfolio runoff and improving loan mix.
The efficiency ratio of 64.76% and 66.29% for the three and six months ended June 30, 2025, respectively, compared to 66.27% and 67.79% for the same periods in 2024.
ROTCE of 11.05% and 10.35% for the three and six months ended June 30, 2025, respectively, compared to 10.61% and 9.73% for the same periods in 2024.
Tangible book value per common share of $35.23 increased 9% from December 31, 2024, driven by a decrease in common shares outstanding of 8 million and a net increase in tangible common equity of $1.0 billion. The increase in tangible common equity is primarily attributable to increases in AOCI of $956 million and retained earnings of $371 million, including net income of $809 million for the six months ended June 30, 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 Non-Core 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 will settle ratably each quarter throughout 2025, of which approximately $800 million has settled to date, and the remaining $1.1 billion to be settled in the second half of 2025.

Share Repurchases

On June 13, 2025, we announced that our Board of Directors increased the capacity of our 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. During the three and six months ended June 30, 2025, the Parent Company repurchased $200 million and $400 million, respectively, of its outstanding common stock. See Note 10 and Item 2 for additional information on share repurchase activity.

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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. Any such dividends will be payable quarterly in arrears on January 6, April 6, July 6, and October 6 of each year, beginning on January 6, 2026 (long first dividend period), which is expected to be declared in the fourth quarter of 2025.

We intend to use the net proceeds from the issuance of the Series I Preferred Stock to redeem some, or all, of the outstanding shares of our 5.650% fixed-rate reset non-cumulative perpetual Series F Preferred Stock on the dividend payment and earliest available redemption date of October 6, 2025. There is no assurance that we will decide to redeem the Series F Preferred Stock or, if we do, the amount and timing of the redemption. If we decide to redeem the Series F Preferred Stock, we will announce the redemption by press release and an appropriate notice of redemption.

Other Developments

On March 27, 2025, the SEC voted to end its defense of several court challenges of its climate disclosure rule. The rule requires companies to disclose certain climate-related matters, including risks, activities to mitigate or adapt to such risks, governance, financial effects of severe weather events, and audited measurements of certain greenhouse gas emissions. The SEC paused implementation of the rule last year while federal courts considered various legal challenges brought by states, businesses, and business groups, which were consolidated in the U.S. Court of Appeals for the Eighth Circuit. With the SEC withdrawing from the lawsuit, litigation is expected to continue with the court ultimately deciding whether the rule will remain in effect as adopted. The rule remains stayed until the litigation is resolved. For additional information regarding the SEC’s climate-related rule and other climate-related laws and regulations that we may be subject to, see “Regulation and Supervision” in our 2024 Form 10-K.

On July 4, 2025, H.R. 1, entitled the One Big Beautiful Bill Act, was signed into law*.* This bill includes a broad range of tax reform provisions affecting individuals and businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions, extending certain Inflation Reduction Act energy incentives while accelerating the phase-out of others, and implementing various other tax cuts and spending measures.

On July 16, 2025, the FDIC, FRB, and OCC issued a joint notice of proposed rulemaking (“NPR”) to rescind the Community Reinvestment Act (“CRA”) final rule issued in October 2023 and replace it with the prior CRA regulations adopted by the agencies in 1995, with certain technical amendments. The NPR is intended to restore certainty in the CRA regulatory framework for stakeholders and limit regulatory burden on financial institutions. For additional information regarding the CRA, see “Regulation and Supervision” in our 2024 Form 10-K.

We will continue to monitor these regulatory and legislative developments and evaluate their associated impact on us.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income is our largest source of revenue and is the difference between the interest earned on interest-earning assets (generally loans and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds). The level of 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 FRB and market interest rates. For further discussion, refer to the “Market Risk” and “Risk Governance” sections of our 2024 Form 10-K.

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The following tables present the major components of our net interest income. Average balance represents amortized cost, excluding the unamortized basis adjustments related to the transfer of certain HTM securities from AFS. The yield/rate is based on annualized interest income or expense for the periods presented and includes the impact of hedging activities associated with the respective asset and liability categories.


Table 1: Major Components of Net Interest Income
	Three Months Ended June 30,
2025					2024					Change
(dollars in millions)	Average Balance	Income/ Expense	Yield/ Rate			Average Balance	Income/ Expense	Yield/ Rate			Average Balance	Yield/ Rate (bps)
Assets
Interest-bearing cash and due from banks and deposits in banks	$8,217	$92	4.40	%		$9,650	$130	5.35	%		($1,433)	(95) bps
Taxable investment securities	46,537	428	3.69			44,691	417	3.73			1,846	(4)
Non-taxable investment securities	1	—	2.60			1	—	2.60			—	—
Total investment securities	46,538	428	3.69			44,692	417	3.73			1,846	(4)
Commercial and industrial	44,936	549	4.84			44,381	604	5.38			555	(54)
Commercial real estate	26,487	384	5.73			28,574	456	6.32			(2,087)	(59)
Total commercial	71,423	933	5.17			72,955	1,060	5.75			(1,532)	(58)
Residential mortgages	33,420	327	3.92			31,633	290	3.67			1,787	25
Home equity	17,324	308	7.14			15,343	305	7.99			1,981	(85)
Automobile	3,705	41	4.41			6,807	72	4.28			(3,102)	13
Education	8,660	128	5.94			11,447	154	5.40			(2,787)	54
Other retail	4,277	114	10.66			4,882	130	10.71			(605)	(5)
Total retail	67,386	918	5.46			70,112	951	5.45			(2,726)	1
Total loans and leases	138,809	1,851	5.31			143,067	2,011	5.60			(4,258)	(29)
Loans held for sale	2,754	36	5.29			1,056	17	6.66			1,698	(137)
Interest-earning assets	196,318	2,407	4.89			198,465	2,575	5.17			(2,147)	(28)
Noninterest-earning assets	21,343					20,757					586
Total assets	$217,661					$219,222					($1,561)
Liabilities and Stockholders’ Equity
Checking with interest	$33,847	$123	1.46	%		$33,659	$128	1.54	%		$188	(8)
Savings	25,536	85	1.34			27,560	120	1.75			(2,024)	(41)
Money market	54,716	376	2.75			51,570	431	3.36			3,146	(61)
Time	22,679	218	3.85			24,676	286	4.66			(1,997)	(81)
Total interest-bearing deposits	136,778	802	2.35			137,465	965	2.82			(687)	(47)
Short-term borrowed funds	925	9	3.96			325	4	5.62			600	(166)
Long-term borrowed funds	12,499	159	5.07			15,092	196	5.18			(2,593)	(11)
Total borrowed funds	13,424	168	5.00			15,417	200	5.18			(1,993)	(18)
Total interest-bearing liabilities	150,202	970	2.59			152,882	1,165	3.06			(2,680)	(47)
Noninterest-bearing demand deposits	37,350					36,205					1,145
Other noninterest-bearing liabilities	5,503					6,652					(1,149)
Total liabilities	193,055					195,739					(2,684)
Stockholders’ equity	24,606					23,483					1,123
Total liabilities and stockholders’ equity	$217,661					$219,222					($1,561)
Interest rate spread			2.30	%				2.11	%			19
Net interest income and net interest margin		$1,437	2.94	%			$1,410	2.86	%			8
Net interest income and net interest margin, FTE(1)		$1,441	2.95	%			$1,415	2.87	%			8
Memo: Total deposits (interest-bearing and noninterest-bearing demand)	$174,128	$802	1.85	%		$173,670	$965	2.24	%		$458	(39)	bps

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	Six Months Ended June 30,
2025					2024					Change
(dollars in millions)	Average Balance	Income/ Expense	Yield/ Rate			Average Balance	Income/ Expense	Yield/ Rate			Average Balance	Yield/ Rate (bps)
Assets:
Interest-bearing cash and due from banks and deposits in banks	$8,155	$181	4.41	%		$9,959	$270	5.37	%		($1,804)	(96) bps
Taxable investment securities	46,304	846	3.66			44,297	816	3.68			2,007	(2)
Non-taxable investment securities	1	—	2.60			1	—	2.60			—	—
Total investment securities	46,305	846	3.66			44,298	816	3.68			2,007	(2)
Commercial and industrial	44,271	1,064	4.78			44,479	1,239	5.51			(208)	(73)
Commercial real estate	26,749	771	5.73			28,920	924	6.32			(2,171)	(59)
Total commercial	71,020	1,835	5.14			73,399	2,163	5.83			(2,379)	(69)
Residential mortgages	33,147	645	3.89			31,508	573	3.64			1,639	25
Home equity	16,988	601	7.14			15,212	603	7.97			1,776	(83)
Automobile	4,047	88	4.40			7,282	154	4.26			(3,235)	14
Education	9,670	276	5.76			11,632	310	5.35			(1,962)	41
Other retail	4,385	235	10.79			4,912	259	10.62			(527)	17
Total retail	68,237	1,845	5.44			70,546	1,899	5.40			(2,309)	4
Total loans and leases	139,257	3,680	5.29			143,945	4,062	5.62			(4,688)	(33)
Loans held for sale	1,975	52	5.30			1,064	37	6.97			911	(167)
Interest-earning assets	195,692	4,759	4.86			199,266	5,185	5.18			(3,574)	(32)
Noninterest-earning assets	21,297					20,730					567
Total assets	$216,989					$219,996					($3,007)
Liabilities and Stockholders’ Equity:
Checking with interest	$33,273	$233	1.41	%		$32,980	$237	1.45	%		$293	(4)
Savings	25,647	174	1.37			27,653	241	1.75			(2,006)	(38)
Money market	54,575	733	2.71			52,248	876	3.37			2,327	(66)
Time	22,977	457	4.01			25,562	598	4.70			(2,585)	(69)
Total interest-bearing deposits	136,472	1,597	2.36			138,443	1,952	2.84			(1,971)	(48)
Short-term borrowed funds	800	17	4.20			411	11	5.57			389	(137)
Long-term borrowed funds	12,578	317	5.04			14,378	370	5.13			(1,800)	(9)
Total borrowed funds	13,378	334	4.99			14,789	381	5.14			(1,411)	(15)
Total interest-bearing liabilities	149,850	1,931	2.59			153,232	2,333	3.06			(3,382)	(47)
Noninterest-bearing demand deposits	36,948					36,444					504
Other noninterest-bearing liabilities	5,736					6,722					(986)
Total liabilities	192,534					196,398					(3,864)
Stockholders’ equity	24,455					23,598					857
Total liabilities and stockholders’ equity	$216,989					$219,996					($3,007)
Interest rate spread			2.27	%				2.12	%			15
Net interest income and net interest margin		$2,828	2.91	%			$2,852	2.88	%			3
Net interest income and net interest margin, FTE(1)		$2,836	2.92	%			$2,861	2.89	%			3
Memo: Total deposits (interest-bearing and noninterest-bearing demand)	$173,420	$1,597	1.86	%		$174,887	$1,952	2.24	%		($1,467)	(38)	bps

(1) Net interest income and net interest margin on an FTE basis are non-GAAP financial measures. See “Non-GAAP Financial Measures” for more information.

Net interest income increased $27 million, or 2%, for the three months ended June 30, 2025 compared to the same period in 2024, driven by higher net interest margin, partially offset by a decline in average interest-earning assets. For the six months ended June 30, 2025, net interest income decreased $24 million, or 1%, compared to the same period in 2024, driven by a decline in average interest-earning assets, partially offset by higher net interest margin.

Net interest margin on an FTE basis increased 8 basis points and 3 basis points for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, as the benefit of lower funding costs, Non-Core portfolio runoff and fixed-rate asset repricing were partially offset by the impact of variable-rate asset repricing, net of swaps.

Average interest-earning assets decreased $2.1 billion and $3.6 billion for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, driven by a decline in total loans and leases and cash held in interest-bearing deposits, partially offset by an increase in investment securities and loans held for sale.

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Average deposits were stable for the three months ended June 30, 2025 and decreased $1.5 billion for the six months ended June 30, 2025, compared to the same periods in 2024. The decline during the six-month period is driven by lower commercial deposits and a reduction in higher-cost brokered deposits, partially offset by an increase in consumer deposits driven by the Private Bank.

Average total borrowed funds decreased $2.0 billion and $1.4 billion for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, reflecting a decline in auto collateralized borrowings, given runoff of the Non-Core portfolio, and FHLB advances, partially offset by an increase in senior debt.

Noninterest Income


Table 2: Noninterest Income
	Three Months Ended June 30,					Six Months Ended June 30,
(dollars in millions)	2025	2024	Change	Percent		2025	2024	Change	Percent
Service charges and fees	$111	$106	$5	5	%	$220	$202	$18	9	%
Capital markets fees	105	134	(29)	(22)		205	252	(47)	(19)
Card fees	90	92	(2)	(2)		173	178	(5)	(3)
Wealth fees	88	75	13	17		169	143	26	18
Mortgage banking fees	73	54	19	35		132	103	29	28
Foreign exchange and derivative products	41	39	2	5		80	75	5	7
Letter of credit and loan fees	45	43	2	5		89	85	4	5
Securities gains, net	5	—	5	100		12	5	7	140
Other income(1)	42	10	32	NM		64	27	37	137
Noninterest income	$600	$553	$47	8	%	$1,144	$1,070	$74	7	%

(1) Includes bank-owned life insurance income and other income for all periods presented.

The primary drivers for the change in noninterest income for the three and six months ended June 30, 2025, compared to the same periods in 2024, are described below.

Mortgage banking fees increased driven by higher MSR valuation, net of hedging.
Wealth fees increased reflecting growth in assets under management, primarily from the Private Bank.
Service charges and fees increased driven primarily by higher overdraft and cash management fees.
Capital markets fees decreased as a result of lower M&A and bond underwriting fees, partially offset by higher equity underwriting fees during the three- and six-month periods, and by higher loan syndication fees during the six-month period.

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Noninterest Expense


Table 3: Noninterest Expense
	Three Months Ended June 30,					Six Months Ended June 30,
(dollars in millions)	2025	2024	Change	Percent		2025	2024	Change	Percent
Salaries and employee benefits	$681	$645	$36	6	%	$1,377	$1,336	$41	3	%
Equipment and software	193	190	3	2		387	382	5	1
Outside services	169	165	4	2		324	323	1	—
Occupancy	108	113	(5)	(4)		220	227	(7)	(3)
Other operating expense	168	188	(20)	(11)		325	391	(66)	(17)
Noninterest expense	$1,319	$1,301	$18	1	%	$2,633	$2,659	($26)	(1	%)

The primary drivers for the change in noninterest expense for the three and six months ended June 30, 2025, compared to the same periods in 2024, are described below.

Other operating expense decreased driven primarily by lower FDIC deposit insurance, reflecting $5 million and $40 million, respectively, for CBNA’s special assessment recognized during the same three- and six-month period in 2024, and lower fraud losses. Lower marketing-related costs are also a driver during the three-month period.
Salaries and employee benefits increased reflecting hiring related to the Private Bank and Private Wealth build-out, as well as a broader increase in salaries and benefits.

For more information regarding CBNA’s special assessment, see “Regulation and Supervision - Deposit Insurance” in our 2024 Form 10-K.

Provision for Credit Losses

The provision for credit losses is the result of a detailed analysis performed to estimate our ACL. The total provision for credit losses includes the provision for loan and lease losses and the provision for unfunded commitments. Refer to “Analysis of Financial Condition — Credit Quality” for more information.

Provision expense of $164 million and $317 million for the three and six months ended June 30, 2025, respectively, compared with a provision of $182 million and $353 million for the same periods in 2024, reflecting Non-Core portfolio runoff and improving loan mix.

Income Tax Expense

Income tax expense of $118 million and $213 million increased $30 million and $29 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024. The effective income tax rate of 21.4% and 20.9% for the three and six months ended June 30, 2025 increased from 18.5% and 20.3%, respectively, compared to the same periods in 2024. These increases are primarily driven by higher pre-tax income and the impact of certain tax matters. Provision for income taxes is calculated by applying the estimated annual effective tax rate to year-to-date pre-tax income, adjusting for discrete items that occurred during the period.

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ANALYSIS OF FINANCIAL CONDITION

Securities


Table 4: Amortized Cost and Fair Value of Securities
	June 30, 2025		December 31, 2024
(dollars in millions)	Amortized Cost(1)	Fair Value	Amortized Cost(1)	Fair Value
U.S. Treasury and other	$4,462	$4,401	$3,631	$3,525
State and political subdivisions	1	1	1	1
Mortgage-backed securities:
Federal agencies and U.S. government sponsored entities	31,477	29,869	30,897	28,795
Other/non-agency	271	263	273	260
Total mortgage-backed securities	31,748	30,132	31,170	29,055

Collateralized loan obligations	124	124	184	184
Total debt securities available for sale	$36,335	$34,658	$34,986	$32,765
Mortgage-backed securities:
Federal agencies and U.S. government sponsored entities	$7,919	$7,008	$8,187	$7,136

Total mortgage-backed securities	7,919	7,008	8,187	7,136
Asset-backed securities	374	371	412	404
Total debt securities held to maturity	$8,293	$7,379	$8,599	$7,540
Total debt securities available for sale and held to maturity	$44,628	$42,037	$43,585	$40,305
Equity securities, at cost(2)	$772	$772	$710	$710
Equity securities, at fair value(2)	257	257	220	220

(1) Excludes portfolio level basis adjustments of $29 million and $(75) million, respectively, for securities designated in active fair value hedge relationships under the portfolio layer method at June 30, 2025 and December 31, 2024.

(2) Included in Other assets in the Consolidated Balance Sheets.

The primary objective of our securities portfolio is to provide a readily available source of liquidity. The portfolio primarily includes high-quality, highly liquid investments reflecting our ongoing commitment to maintain strong contingent liquidity levels and pledging capacity.

As of June 30, 2025, U.S. Treasuries and mortgage-backed securities issued by GNMA and GSEs represented 98% of the fair value of our debt securities portfolio, with approximately $37.9 billion of unencumbered high-quality liquid securities serving as potential collateral for borrowings from the FHLB, FRB discount window, and the Fixed Income Clearing Corporation bilateral repurchase agreement market.

For further discussion of the use of our securities as liquidity collateral see the “Liquidity Risk” section in this report. For further discussion of liquidity requirements, see “Regulation and Supervision — Liquidity Requirements” in our 2024 Form 10-K.

We manage our securities portfolio duration and convexity risk through asset selection and securities structure, and maintain duration levels within our risk appetite in the context of our broader interest rate risk framework and limits. As of June 30, 2025 and December 31, 2024, the portfolio’s average effective duration, including hedging actions to reduce duration, was 3.7 years.

Citizens Financial Group, Inc. | 14

Loans and Leases


Table 5: Composition of Loans and Leases, Excluding LHFS
(dollars in millions)	June 30, 2025	December 31, 2024	Change	Percent
Commercial and industrial	$45,412	$42,551	$2,861	7	%
Commercial real estate	26,230	27,225	(995)	(4)
Total commercial	71,642	69,776	1,866	3
Residential mortgages	33,823	32,726	1,097	3
Home equity	17,711	16,495	1,216	7
Automobile	3,407	4,744	(1,337)	(28)
Education	8,550	10,812	(2,262)	(21)
Other retail	4,171	4,650	(479)	(10)
Total retail	67,662	69,427	(1,765)	(3)
Total loans and leases	$139,304	$139,203	$101	—	%

The increase in total loans and leases as of June 30, 2025 compared to December 31, 2024 reflects a $1.9 billion increase in commercial driven by higher line of credit utilization, partially offset by CRE paydowns. Retail reflects a $1.8 billion decrease driven by an agreement entered into during the first quarter to sell $1.9 billion of Non-Core education loans. The decrease in retail is also attributable to Non-Core portfolio runoff, partially offset by growth in home equity and mortgage, including the Private Bank.

Credit Quality

The ACL is maintained at a level the Company believes to be appropriate to absorb expected lifetime credit losses over the contractual life of a loan or lease and on unfunded lending commitments, inclusive of recoveries. For additional information regarding the ACL, see “Critical Accounting Estimates — Allowance for Credit Losses” and Note 4 in this report, and “Credit Quality” and Note 6 in our 2024 Form 10-K.


Table 6: ACL and Related Coverage Ratios by Portfolio
	June 30, 2025				December 31, 2024
(dollars in millions)	Loans and Leases	Allowance	Coverage Ratio		Loans and Leases	Allowance	Coverage Ratio
Allowance for Loan and Lease Losses
Commercial and industrial	$45,412	$486	1.07	%	$42,551	$480	1.13	%
Commercial real estate	26,230	620	2.36		27,225	660	2.42
Total commercial	71,642	1,106	1.54		69,776	1,140	1.63
Residential mortgages	33,823	201	0.59		32,726	194	0.59
Home equity	17,711	115	0.65		16,495	112	0.68
Automobile	3,407	15	0.42		4,744	24	0.51
Education	8,550	269	3.15		10,812	292	2.70
Other retail	4,171	302	7.24		4,650	299	6.44
Total retail	67,662	902	1.33		69,427	921	1.33
Total loans and leases	$139,304	$2,008	1.44	%	$139,203	$2,061	1.48	%
Allowance for Unfunded Lending Commitments
Commercial(1)		$163	1.77	%		$155	1.86	%
Retail(2)		38	1.39			43	1.39
Total allowance for unfunded lending commitments		201				198
Allowance for credit losses	$139,304	$2,209	1.59	%	$139,203	$2,259	1.62	%

(1) Coverage ratio includes total commercial allowance for unfunded lending commitments and total commercial allowance for loan and lease losses in the numerator and total commercial loans and leases in the denominator.

(2) Coverage ratio includes total retail allowance for unfunded lending commitments and total retail allowance for loan losses in the numerator and total retail loans in the denominator.

The ACL as of June 30, 2025 compared to December 31, 2024 decreased $50 million, driven by a $24 million decrease in retail, given the benefit of Non-Core runoff and improving loan mix, and a $26 million decrease in commercial.

Citizens Financial Group, Inc. | 15


Table 7: Nonaccrual Loans and Leases
(dollars in millions)	June 30, 2025		December 31, 2024		Change		Percent
Commercial and industrial	$233		$241		($8)		(3	%)
Commercial real estate	706		776		(70)		(9)
Total commercial	939		1,017		(78)		(8)
Residential mortgages	198		192		6		3
Home equity	282		283		(1)		—
Automobile	34		48		(14)		(29)
Education	19		56		(37)		(66)
Other retail	52		68		(16)		(24)
Total retail	585		647		(62)		(10)
Nonaccrual loans and leases	$1,524		$1,664		($140)		(8	%)
Nonaccrual loans and leases to total loans and leases	1.09	%	1.20	%	(11	bps)
Allowance for loan and lease losses to nonaccrual loans and leases	132		124		8	%
Allowance for credit losses to nonaccrual loans and leases	145		136		9	%

The decline in nonaccrual loans and leases as of June 30, 2025 compared to December 31, 2024 reflects a decrease in commercial primarily driven by the general office segment of CRE, and a decrease in retail driven by the sale of Non-Core education loans and continued runoff of the auto portfolio. See “Executive Summary” for more information regarding the sale of education loans.


Table 8: Ratio of Net Charge-Offs to Average Loans and Leases
	Three Months Ended June 30,
	2025				2024
(dollars in millions)	Net Charge-Offs	Average Balance	Ratio		Net Charge-Offs	Average Balance	Ratio
Commercial and industrial	$39	$44,936	0.35	%	$10	$44,381	0.09	%
Commercial real estate	53	26,487	0.80		86	28,574	1.20
Total commercial	92	71,423	0.51		96	72,955	0.53
Residential mortgages	—	33,420	—		—	31,633	—
Home equity	(2)	17,324	(0.05)		(3)	15,343	(0.07)
Automobile	3	3,705	0.36		4	6,807	0.27
Education	18	8,660	0.86		26	11,447	0.93
Other retail	56	4,277	5.23		61	4,882	4.98
Total retail	75	67,386	0.45		88	70,112	0.51
Total loans and leases	$167	$138,809	0.48	%	$184	$143,067	0.52	%


	Six Months Ended June 30,
	2025				2024
(dollars in millions)	Net Charge-Offs	Average Balance	Ratio		Net Charge-Offs	Average Balance	Ratio
Commercial and industrial	$69	$44,271	0.31	%	$7	$44,479	0.03	%
Commercial real estate	104	26,749	0.79		174	28,920	1.21
Total commercial	173	71,020	0.49		181	73,399	0.50
Residential mortgages	—	33,147	—		1	31,508	—
Home equity	(2)	16,988	(0.03)		(5)	15,212	(0.06)
Automobile	11	4,047	0.56		18	7,282	0.52
Education	69	9,670	1.44		53	11,632	0.92
Other retail	116	4,385	5.35		117	4,912	4.77
Total retail	194	68,237	0.57		184	70,546	0.52
Total loans and leases	$367	$139,257	0.53	%	$365	$143,945	0.51	%

For the three and six months ended June 30, 2025, net charge-offs decreased $17 million and increased $2 million, respectively, compared to the same periods in 2024. The net charge-off ratio decreased 4 basis points and increased 2 basis points, respectively, compared to the same periods in 2024. The six months ended June 30, 2025 period includes a $25 million charge-off resulting from the sale of Non-Core education loans. See “Executive Summary” for more information regarding the sale of education loans.

Citizens Financial Group, Inc. | 16

Commercial Loan Asset Quality

Our commercial portfolio consists of traditional commercial and industrial loans, commercial leases, and commercial real estate loans. As discussed in our 2024 Form 10-K, we utilize internal risk ratings to monitor credit quality for commercial loans and leases.

Total commercial criticized balances of $7.5 billion at June 30, 2025 increased $403 million compared to December 31, 2024.

Commercial and industrial criticized balances of $2.5 billion at June 30, 2025 remained stable compared to December 31, 2024.

Commercial real estate criticized balances of $5.0 billion at June 30, 2025 increased from $4.5 billion at December 31, 2024, primarily attributable to the continued impacts of interest rates on the Multi-family sector. Approximately 97% of commercial real estate loans remain current on payments as of June 30, 2025.

For more information on the distribution of commercial loans by vintage date and regulatory classification rating, see Note 4.


Table 9: Commercial and Industrial Loans by Industry Sector
	June 30, 2025			December 31, 2024
(dollars in millions)	Balance	% of Total Loans and Leases		Balance	% of Total Loans and Leases
Industry sector
Finance and insurance
Capital call facilities	$7,205	5	%	$6,070	4	%
Secured private credit finance	3,073	2		2,908	2
Other finance and insurance	3,862	3		3,538	3
Other manufacturing	3,650	3		3,491	3
Technology	3,022	2		2,818	2
Accommodation and food services	2,276	2		2,599	2
Health, pharma, and social assistance	2,371	2		2,322	2
Professional, scientific, and technical services	2,674	2		2,313	2
Energy and related	2,033	1		2,085	1
Other services	2,224	1		2,061	1
Wholesale trade	2,380	2		2,010	1
Retail trade	1,872	1		2,000	1
Arts, entertainment, and recreation	1,593	1		1,509	1
Administrative and waste management	1,318	1		1,352	1
Automotive	1,164	1		1,026	1
Rental and leasing	1,166	1		923	1
Consumer products manufacturing	817	1		710	1
Other	2,712	2		2,816	2
Total commercial and industrial	$45,412	33	%	$42,551	31	%

Citizens Financial Group, Inc. | 17


Table 10: Commercial Real Estate by Property Type and State
	June 30, 2025			December 31, 2024
(dollars in millions)	Balance	% of Total Loans and Leases		Balance	% of Total Loans and Leases
Property type
Multi-family	$9,745	7	%	$9,791	7	%
Office
Credit tenant lease and life sciences(1)	2,134	2		2,135	2
Other general office	2,730	2		2,930	2
Industrial	2,806	2		3,575	3
Retail	2,844	2		2,940	2
Co-op	1,801	1		1,802	1
Data center	940	1		1,024	1
Hospitality	385	—		418	—
Other	2,845	2		2,610	2
Total commercial real estate	$26,230	19	%	$27,225	20	%
State
New York	$6,604	5	%	$6,643	5	%
New Jersey	3,146	2		3,370	2
Pennsylvania	2,379	2		2,594	2
California	2,354	2		2,398	2
Massachusetts	1,646	1		1,682	1
Texas	1,530	1		1,571	1
Florida	1,137	1		1,123	1
Other Southeast(2)	2,766	2		2,789	2
Other	4,668	3		5,055	4
Total commercial real estate	$26,230	19	%	$27,225	20	%

(1) Credit tenant lease includes loans to nationally recognized tenants with high credit ratings and life sciences includes loans to provide lab and office space for tenants involved in the study and development of scientific discoveries.

(2) Includes Georgia, Maryland, North Carolina, South Carolina, and Virginia.

Retail Loan Asset Quality

We utilize credit scores provided by FICO, which are generally refreshed on a quarterly basis, and payment and delinquency status, among other data points, to monitor credit quality for retail loans. FICO credit scores represent current and historical national industry-wide consumer level credit performance data, which management believes are the strongest indicator of potential credit losses over the contractual life of the loan and a good predictor of a borrower’s future payment performance.


Table 11: Retail Loan Portfolio Analysis
	June 30, 2025										December 31, 2024
			Days Past Due and Accruing										Days Past Due and Accruing
	Current		30-59		60-89		90+		Nonaccrual		Current		30-59		60-89		90+		Nonaccrual
Residential mortgages	98.71	%	0.22	%	0.10	%	0.38	%	0.59	%	97.81	%	0.77	%	0.28	%	0.55	%	0.59	%
Home equity	97.81		0.45		0.15		—		1.59		97.59		0.53		0.16		—		1.72
Automobile	96.22		2.05		0.73		—		1.00		96.18		2.11		0.70		—		1.01
Education	99.18		0.39		0.19		0.02		0.22		98.83		0.42		0.21		0.02		0.52
Other retail	97.26		0.89		0.58		0.02		1.25		96.86		0.99		0.67		0.02		1.46
Total retail	98.32	%	0.44	%	0.19	%	0.19	%	0.86	%	97.75	%	0.76	%	0.30	%	0.26	%	0.93	%

Citizens Financial Group, Inc. | 18


Table 12: Retail Asset Quality Metrics
	June 30, 2025		December 31, 2024
Average refreshed FICO for total portfolio	775		775
CLTV ratio for secured real estate(1)	50	%	50	%

(1) The real estate secured portfolio CLTV is calculated as the mortgage and second lien loan balance divided by the most recently available value of the property.

For more information on the aging of accruing and nonaccrual retail loans, and the distribution of retail loans by vintage date and FICO score, see Note 4.

Deposits


Table 13: Composition of Deposits
(dollars in millions)	June 30, 2025	% of Total Deposits		December 31, 2024	% of Total Deposits
Noninterest-bearing demand	$38,001	22	%	$36,920	21	%
Checking with interest	34,918	20		33,246	19
Savings	25,400	14		25,976	15
Money market	55,638	32		55,321	32
Time	21,129	12		23,313	13
Total deposits	$175,086	100	%	$174,776	100	%

Total deposits as of June 30, 2025 increased compared to December 31, 2024, reflecting growth in the Private Bank and an increase in consumer deposits, partially offset by a decline in time deposits given elevated retail maturities and continued reduction in higher-cost Treasury brokered deposits.


Table 14: Uninsured and Insured/Secured Deposits
(dollars in millions)	June 30, 2025		December 31, 2024
Total deposits	$175,086		$174,776

Estimated uninsured deposits(1)	79,360		76,764
Less: Uninsured affiliate deposits eliminated in consolidation	13,779		12,705
Less: Preferred deposits(1)(2)	6,105		6,902
CFG adjusted estimated uninsured deposits, excluding preferred deposits	59,476		57,157
Total estimated insured/secured deposits	$115,610		$117,619
Insured/secured deposits to total deposits	66	%	67	%

(1) As reported on CBNA’s Call Report.

(2) Represents uninsured deposits of states and political subdivisions that are secured or collateralized as required under state law.

Borrowed Funds

Total borrowed funds of $12.8 billion as of June 30, 2025 increased $374 million compared to December 31, 2024, driven by an increase in FHLB advances, partially offset by a decline in secured borrowings collateralized by loans and senior debt. For more information regarding our borrowed funds, see “Liquidity Risk” and Note 7.

Citizens Financial Group, Inc. | 19

BUSINESS SEGMENTS

We have three reportable business segments: Consumer Banking, Commercial Banking, and Non-Core. The business segments are determined based on the products and services provided, or the type of customer served. Each business segment has a segment head that reports directly to the Chief Executive Officer, who has final authority over resource allocation decisions and performance assessment. The business segments reflect this management structure and the manner in which financial information is currently evaluated by the Chief Executive Officer. See Note 16 for more information regarding our business segments.

The following tables present certain financial data of our business segments. Total business segment financial results differ from total consolidated financial results. These differences are reflected in Other non-segment operations and include assets, liabilities, capital, revenues, provision (benefit) for credit losses, expenses and income tax expense not attributed to the Company’s Consumer Banking, Commercial Banking, or Non-Core segments, as well as treasury and community development.


Table 15: Selected Financial Data for Business Segments
	Three Months Ended June 30,
	Consumer Banking		Commercial Banking		Non-Core
(dollars in millions)	2025	2024	2025	2024	2025	2024
Net interest income	$1,218	$1,120	$439	$494	($5)	($31)
Noninterest income	329	277	232	242	3	—
Total revenue	1,547	1,397	671	736	(2)	(31)
Noninterest expense	963	915	317	311	15	26
Profit (loss) before credit losses	584	482	354	425	(17)	(57)
Net charge-offs	81	84	84	90	2	10
Income (loss) before income tax expense (benefit)	503	398	270	335	(19)	(67)
Income tax expense (benefit)	127	102	64	76	(5)	(17)
Net income (loss)	$376	$296	$206	$259	($14)	($50)
Average Balances:
Total assets	$78,822	$74,295	$66,284	$68,958	$5,216	$9,418
Total loans and leases(1)	72,402	67,960	63,057	65,997	5,192	9,376
Deposits	127,271	120,478	42,481	44,203	—	—
Interest-earning assets	72,988	68,552	63,710	66,447	5,192	9,376


	Six Months Ended June 30,
	Consumer Banking		Commercial Banking		Non-Core
(dollars in millions)	2025	2024	2025	2024	2025	2024
Net interest income	$2,411	$2,213	$880	$1,008	($20)	($68)
Noninterest income	626	535	447	469	3	—
Total revenue	3,037	2,748	1,327	1,477	(17)	(68)
Noninterest expense	1,917	1,818	644	628	31	51
Profit (loss) before credit losses	1,120	930	683	849	(48)	(119)
Net charge-offs	167	165	161	171	39	29
Income (loss) before income tax expense (benefit)	953	765	522	678	(87)	(148)
Income tax expense (benefit)	241	197	120	160	(22)	(38)
Net income (loss)	$712	$568	$402	$518	($65)	($110)
Average Balances:
Total assets	$78,182	$74,064	$65,827	$69,529	$5,872	$9,986
Total loans and leases(1)	71,732	67,704	62,749	66,592	5,847	9,942
Deposits	126,504	120,248	42,330	45,058	—	—
Interest-earning assets	72,315	68,301	63,366	66,991	5,847	9,942

(1) Includes LHFS.

Consumer Banking

Net interest income increased $98 million and $198 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, driven by higher net interest margin and growth in average interest-earning assets.

Citizens Financial Group, Inc. | 20

Noninterest income increased $52 million and $91 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, driven by mortgage banking fees, wealth fees, and service charges and fees, reflecting higher MSR valuation, net of hedging, growth in assets under management, primarily from the Private Bank, and higher overdraft and cash management fees.

Noninterest expense increased $48 million and $99 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, driven primarily by salaries and benefits reflecting hiring related to the Private Bank and Private Wealth build-out, as well as a broader increase in salaries and benefits, and outside services given investments across the enterprise. These increases are partially offset by lower fraud losses.

Net charge-offs were stable for the three and six months ended June 30, 2025 compared to the same periods in 2024.

Commercial Banking

Net interest income decreased $55 million and $128 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, driven by lower net interest margin and a decline in average interest-earning assets.

Noninterest income decreased $10 million and $22 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, driven by capital markets fees reflecting lower M&A and bond underwriting fees, partially offset by higher loan syndication and equity underwriting fees.

Noninterest expense increased $6 million and $16 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, driven primarily by an increase in salaries and benefits, and outside services given investments across the enterprise.

Net charge-offs decreased $6 million and $10 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, driven by CRE, largely offset by an increase in commercial and industrial.

Non-Core

Net interest income increased $48 million for the six months ended June 30, 2025, compared to the same period in 2024, driven by a decline in funding costs relative to the highest-cost marginal funding sources during 2025, including secured borrowings collateralized by auto loans and FHLB advances.

Net charge-offs increased $10 million for the six months ended June 30, 2025, compared to the same period in 2024, driven by a charge-off of $25 million resulting from the sale of Non-Core education loans. See “Executive Summary” for more information regarding this sale.

Average loans and leases decreased $4.2 billion and $4.1 billion for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, driven by expected Non-Core portfolio runoff.

RISK MANAGEMENT

We are committed to maintaining a strong, integrated, and proactive approach to the management of all risks to which we are exposed in pursuit of our business objectives. A key aspect of our Board’s responsibility as the main decision-making body is setting our risk appetite to ensure that the level of risk that we are willing to accept in the attainment of our strategic business and financial objectives is clearly understood.

To enable our Board to carry out its objectives, it has delegated authority for risk management activities, as well as governance and oversight of those activities, to a number of Board and executive management level risk committees. The Executive Risk Committee, chaired by the Chief Risk Officer, is responsible for oversight of risk across the enterprise and actively considers our inherent material risks, analyzes our overall risk profile, and seeks confirmation that the risks are being appropriately identified, assessed, and mitigated. Reporting to the Executive Risk Committee are the following committees covering specific areas of risk: Compliance and Operational Risk, Model Risk, Credit Policy, Asset Liability, Business Initiatives Review, and Conduct and Ethics.

There have been no significant changes in our risk management practices, risk framework, risk appetite, or credit risk management as described in “Risk Governance” in our 2024 Form 10-K.

Citizens Financial Group, Inc. | 21

Credit Risk

Credit risk represents the potential for loss arising from the failure of a customer, counterparty, or issuer to perform in accordance with the contractual terms of an obligation. While the majority of our credit risk is associated with lending activities, we do engage with other financial counterparties for a variety of purposes including investing, asset and liability management, and trading activities. Given the financial impact of credit risk on our earnings and balance sheet, the assessment, approval, and management of credit risk represents a significant part of our overall risk-management responsibility.

Our independent Credit Risk Function is responsible for reviewing and approving the credit risk appetite across all lines of business and credit products, approving larger and higher-risk credit transactions, monitoring portfolio performance, identifying problem credit exposures, and ensuring remedial management. Credit Risk actively monitors and manages concentrations of loan limits, loan types, industries, and geographies to ensure that our risk appetite is well balanced to achieve our goals.

We employ a comprehensive and integrated risk control program to proactively identify, measure, monitor, and mitigate existing and emerging credit risks across the credit life cycle including origination, account/portfolio management, and loss mitigation and recovery. For more information regarding our credit risk management practices, see “Credit Risk Management” in our 2024 Form 10-K.

For more information regarding credit quality, see “Credit Quality” in Item 2.

Market Risk

Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices, commodity prices, and/or other relevant market rates or prices. Modest market risk arises from trading activities that serve customer needs, including the hedging of interest rate and foreign exchange risk. As described below, the market risk arising from our non-trading banking activities, such as the origination of loans and deposit gathering, is more significant. We have established enterprise-wide policies and methodologies to identify, measure, monitor, and report market risk. We actively manage market risk for both non-trading and trading activities.

Non-Trading Risk

Our non-trading banking activities expose us to market risk. This market risk is composed of interest rate risk, as we have no commodity risk and de minimis direct currency and equity risk. We also have market risk related to capital markets loan originations, as well as the valuation of our MSRs. There have been no significant changes in our sources of interest rate risk, interest rate risk practices, risk framework, metrics or assumptions as described in “Market Risk — Non-Trading Risk” in our 2024 Form 10-K.

Citizens Financial Group, Inc. | 22

The table below presents the sensitivity of net interest income to various parallel yield curve shifts from the market implied forward yield curve. Our policies involve measuring exposures as a percentage change in net interest income over the next year due to either instantaneous or gradual parallel changes in rates relative to the market implied forward yield curve. As the following table illustrates, our balance sheet is slightly asset sensitive; net interest income would benefit from an increase in interest rates, while exposure to a decline in interest rates is within limits established and monitored by senior management. While an instantaneous and severe shift in interest rates is included in this analysis, we believe that any actual shift in interest rates would be more gradual and, therefore, have a more modest impact.


Table 16: Sensitivity of Net Interest Income
	Estimated % Change in Net Interest Income over 12 Months
Basis points	June 30, 2025		December 31, 2024
Gradual Change in Interest Rates
+200	2.3	%	2.2	%
+100	1.1		1.0

-100	(1.2)		(0.9)
-200	(2.4)		(1.8)
Instantaneous Change in Interest Rates
+200	2.0	%	1.8	%
+100	1.3		1.1

-100	(1.7)		(1.3)
-200	(4.0)		(3.3)

We continue to manage asset sensitivity within the scope of our policy, changing market conditions and changes in our balance sheet. The Company’s base case net interest income assumes the forward-rate path implied by the period-end yield curve is realized. The rate risk exposure is then measured based on assumed changes from that base case rate path.

Our risk position is slightly asset sensitive to a gradual change in rates as of June 30, 2025, consistent with our position as of December 31, 2024. Our interest rate sensitivity incorporates the impacts of changes in our balance sheet mix, including securities, loans, deposits, borrowed funds and hedge activity. Receive-fixed swaps that offset our naturally asset-sensitive balance sheet represent the primary hedging tool utilized to manage overall asset sensitivity. Pay fixed swaps against our securities portfolio are also utilized to protect capital by reducing AOCI volatility.

We use a valuation measure of exposure to structural interest rate risk, EVE, as a supplement to net interest income simulations. EVE complements net interest income simulation analysis as it estimates risk exposure over a long-term horizon. EVE measures the extent to which the economic value of assets, liabilities and off-balance sheet instruments may change in response to fluctuations in interest rates. This analysis is highly dependent upon assumptions applied to assets and liabilities with non-contractual maturities. We employ sophisticated models for prepayments and deposit pricing and attrition, which provide a granular view of cash flows based on the unique characteristics of the underlying products and customer segments. The change in value is expressed as a percentage of regulatory capital.

We use interest rate derivative contracts as part of our ALM strategy to manage exposure to the variability in the interest cash flows on our floating-rate assets and wholesale funding, the variability in the fair value of AFS securities, and to hedge market risk on fixed-rate capital markets debt issuances.

Citizens Financial Group, Inc. | 23

The following table presents interest rate derivative contracts that we have entered into as of June 30, 2025 and December 31, 2024:


Table 17: Interest Rate Hedges Used to Manage Non-Trading Interest Rate Exposure
	June 30, 2025						December 31, 2024
		Weighted Average						Weighted Average
(dollars in millions)	Notional Amount	Maturity (Years)	Fixed Rate		Reset Rate		Notional Amount	Maturity (Years)	Fixed Rate		Reset Rate
Fair value hedges:
Asset conversion swaps:
AFS securities:
Pay fixed/receive SOFR	$8,103	4.3	3.8	%	4.5	%	$7,827	4.7	3.8	%	4.5	%

Liability conversion swaps:
Long-term borrowed funds:
Receive fixed/pay SOFR	500	0.4	2.6		4.7		500	0.9	2.6		4.8
Total fair value hedges	8,603						8,327
Cash flow hedges:
Asset conversion swaps:
Loans:
Swaps
Receive fixed/pay SOFR	26,250	1.2	3.1		4.5		26,250	1.7	3.1		4.5
Receive fixed/pay SOFR - forward-starting	22,500	3.2	3.8		3.5		20,000	3.5	3.7		4.0
Pay fixed/receive SOFR - forward-starting	900	3.2	3.7		4.1		—	—	—		—
Basis swaps
Receive SOFR/pay 1-month term SOFR	11,500	1.1	—		4.5/4.3		11,500	1.6	—		4.5/4.3
Receive SOFR/pay 1-month term SOFR - forward-starting	3,000	1.9	—		4.1/4.1		3,000	2.4	—		4.0/4.0







Total cash flow hedges	64,150						60,750
Total hedges	$72,753						$69,077

Included in AOCI is a net loss from terminated swaps of $485 million that will reduce net interest income by $109 million in the third quarter of 2025 and $103 million in the fourth quarter of 2025. The remaining $273 million will reduce net interest income by $230 million in 2026 and $43 million after 2026.

Capital Markets

A key component of our capital markets activities is the underwriting and distribution of corporate credit facilities to finance M&A transactions for our clients. We have a rigorous risk management process around these activities, including a limit structure capping our underwriting risk, potential loss, and sub-limits for specific asset classes. Further, the ability to approve underwriting exposure is delegated only to senior level individuals in the credit risk management and capital markets organizations with each transaction adjudicated in the Loan Underwriting Approval Committee.

Mortgage Servicing Rights

We have market risk associated with the value of residential MSRs, which are impacted by various types of inherent risks, including duration, basis, convexity, volatility, and yield curve.

As part of our overall risk management strategy we enter into various freestanding derivatives, such as interest rate swaps, interest rate swaptions, interest rate futures and forward contracts to purchase mortgage-backed securities to economically hedge the changes in fair value of our MSRs. For more information regarding the fair value of our MSRs and associated derivatives see Note 5 and Note 8.

As with our traded market risk-based activities, earnings at risk excludes the impact of MSRs. MSRs are captured under our single price risk management framework that is used for calculating a management VaR consistent with the definition used by banking regulators.

Citizens Financial Group, Inc. | 24

Trading Risk

We are exposed to market risk primarily through client facilitation activities from certain derivative and foreign exchange products as well as underwriting and market making activities. Market risk exposure arises from fluctuations in interest rates, basis spreads, volatility, foreign exchange rates, equity prices, and credit spreads across various financial instruments. Securities underwriting and trading activities are conducted through CBNA and Citizens JMP Securities, LLC. There have been no significant changes in our market risk governance, market risk measurement, or market risk practices including VaR, stressed VaR, sensitivity analysis, stress testing, VaR model review and validation, or VaR backtesting as described in “Market Risk — Trading Risk” in our 2024 Form 10-K.

Market Risk Regulatory Capital

The U.S. banking regulators’ “Market Risk Rule” covers the calculation of market risk capital. Under this rule, all of our client facing trades and associated hedges maintain a net low risk and qualify as “covered positions.” The internal management VaR measure is calculated based on the same population of trades that is utilized for regulatory VaR.


Table 18: Results of Modeled and Non-Modeled Measures for Regulatory Capital Calculations
(dollars in millions)	For the Three Months Ended June 30, 2025				For the Three Months Ended June 30, 2024
Market Risk Category	Period End	Average	High	Low	Period End	Average	High	Low
Interest Rate	$1	$1	$1	$1	$4	$4	$6	$2
Foreign Exchange Currency Rate	—	—	—	—	—	—	—	—
Credit Spread	1	2	3	1	2	2	3	1
Commodity	—	—	—	—	—	—	—	—
General VaR	2	2	3	2	5	5	7	4
Specific Risk VaR	—	—	—	—	—	—	—	—
Total VaR	$2	$2	$3	$2	$5	$5	$7	$4
Stressed General VaR	$9	$13	$22	$6	$8	$7	$10	$4
Stressed Specific Risk VaR	—	—	—	—	—	—	—	—
Total Stressed VaR	$9	$13	$22	$6	$8	$7	$10	$4
Market Risk Regulatory Capital	$45				$35
Specific Risk Not Modeled Add-on	28				23
de Minimis Exposure Add-on	5				—
Total Market Risk Regulatory Capital	$78				$58
Market Risk-Weighted Assets	$976				$728

Liquidity Risk

We consider the effective and prudent management of liquidity fundamental to our safety and soundness. We define liquidity as our ability to meet our obligations when they come due. As a financial institution, we must maintain operating liquidity to meet expected daily and forecasted cash flow requirements, as well as contingent liquidity to meet unexpected (stress scenario) funding requirements. Reflecting the importance of meeting all unexpected and stress-scenario funding requirements, we identify and manage contingent liquidity, consisting of cash balances at the FRB, unencumbered high-quality liquid securities, and unused FHLB borrowing capacity. Separately, we also identify and manage asset liquidity as a subset of contingent liquidity, consisting of cash balances at the FRB and unencumbered high-quality liquid securities. We maintain additional secured borrowing capacity at the FRB discount window, but do not view this as a primary means of funding, but rather a potential source in a stressed environment or during a market disruption. We manage liquidity at the consolidated enterprise level and at each material legal entity.

Liquidity risk is the risk arising from the inability to meet our obligations when they come due. We must maintain adequate funding to meet current and future obligations, including customer loan requests, deposit maturities and withdrawals, debt service, leases, and other cash commitments, under both normal operating conditions and periods of company-specific and/or market stress.

Citizens Financial Group, Inc. | 25

Liquidity risk is measured and managed by the Funding and Liquidity unit within our Treasury group in accordance with policy guidelines promulgated by our Board and the Asset Liability Committee. The Funding and Liquidity unit is responsible for maintaining a liquidity management framework that effectively manages liquidity risk. Processes within this framework include, but are not limited to, regular and comprehensive reporting, including current levels versus threshold limits for a broad set of liquidity metrics and early warning indicators, explanatory commentary relating to emerging risk trends and, as appropriate, recommended remedial strategies, liquidity stress testing, contingency funding plans, and collateral management.

Our Funding and Liquidity unit’s primary goals are to deliver and maintain prudent levels of operating liquidity to support expected and projected funding requirements; contingent liquidity to support unexpected funding requirements resulting from idiosyncratic, systemic, and combination stress events; and regulatory liquidity requirements in a timely manner from stable and cost-efficient funding sources. We seek to accomplish these goals by funding loans with stable deposits, by prudently controlling dependence on wholesale funding, particularly short-term unsecured funding, and by maintaining ample available liquidity, including a contingent liquidity buffer of unencumbered high-quality loans and securities.

The Funding and Liquidity unit monitors a variety of liquidity and funding metrics and early warning indicators, including specific risk thresholds limits. These monitoring tools are broadly classified as follows:

Current liquidity sources and capacities, including cash balances at the FRB, free and liquid securities, and secured borrowing capacity at the FHLB and FRB discount window;
Liquidity stress sources, including idiosyncratic, systemic, and combined stresses, in addition to evolving regulatory requirements; and
Current and prospective exposures, including secured and unsecured wholesale funding, and spot and cumulative cash-flow gaps across a variety of horizons.

Further, certain of these metrics are monitored individually for CBNA and for our consolidated enterprise on a daily basis, including cash position, unencumbered securities, asset liquidity and available FHLB borrowing capacity. In order to identify emerging trends and risks and inform funding decisions, specific metrics are also forecasted over a one-year horizon.

We rely on customer deposits to be our primary stable and low-cost source of funding. Our funding sources also include our ability to securitize loans in secondary markets, raise funds in the debt and equity capital markets, pledge loans and/or securities for borrowing from the FHLB, pledge securities as collateral for borrowing under repurchase agreements, and sell AFS securities. In addition, we maintain a contingency funding plan designed to ensure that liquidity sources are sufficient to meet ongoing obligations and commitments, particularly in a stressed environment or during a market disruption. The plan identifies members of the liquidity contingency team and provides a framework for management to follow, including notification and escalation of potential liquidity stress events.

As of June 30, 2025:

Organically generated deposits continue to be our primary source of funding, resulting in a consolidated period-end loan-to-deposit ratio, excluding LHFS, of 79.6%;

◦Estimated insured/secured deposits comprise 66% of our consolidated deposit base of $175.1 billion.

Our total available liquidity, comprised of contingent liquidity and available discount window capacity, was approximately $82.8 billion;

◦Contingent liquidity was $66.9 billion, consisting of unencumbered high-quality liquid securities of $37.9 billion, unused FHLB capacity of $21.9 billion, and our cash balances at the FRB of $7.1 billion; and

◦Available discount window capacity was $15.9 billion, defined as available total borrowing capacity from the FRB based on identified collateral, which is primarily secured by non-mortgage commercial and retail loans.

For a summary of our sources and uses of cash by type of activity for the six months ended June 30, 2025 and 2024, see the Consolidated Statements of Cash Flows in Item 1.

Citizens Financial Group, Inc. | 26

Parent Company Liquidity

Our Parent Company’s primary sources of cash are dividends and interest received from CBNA resulting from investing in bank equity and subordinated debt as well as externally issued preferred stock, senior debt, and subordinated debt. Uses of cash include the routine cash flow requirements as a bank holding company, including periodic share repurchases and payments of dividends, interest, and expenses; the needs of subsidiaries, including CBNA for additional equity and, as required, its need for debt financing; and the support for extraordinary funding requirements when necessary. To the extent the Parent Company relies on wholesale borrowings, uses also include payments of related principal and interest.

During the six months ended June 30, 2025, the Parent Company Issued $750 million of 5.253% fixed-to-floating rate senior notes due 2031.

Our Parent Company’s cash and cash equivalents represent a source of liquidity that can be used to meet various needs and totaled $2.9 billion and $2.7 billion as of June 30, 2025 and December 31, 2024, respectively.

During the three months ended June 30, 2025 and 2024, the Parent Company declared dividends on common stock of $185 million and $194 million, respectively, and declared dividends on preferred stock of $34 million and $35 million, respectively.

During the six months ended June 30, 2025 and 2024, the Parent Company declared dividends on common stock of $371 million and $391 million, respectively, and declared dividends on preferred stock of $67 million and $65 million, respectively.

During the six months ended June 30, 2025 and 2024, the Parent Company repurchased $400 million and $500 million, respectively, of its outstanding common stock.

CBNA Liquidity

As CBNA’s primary business involves taking deposits and making loans, a key role of liquidity management is to ensure that customers have timely access to funds. Liquidity management also involves maintaining sufficient liquidity to repay wholesale borrowings, pay operating expenses, and support extraordinary funding requirements when necessary. In the ordinary course of business, the liquidity of CBNA is managed by matching sources and uses of cash. The primary sources of bank liquidity include deposits from our consumer and commercial customers; payments of principal and interest on loans and debt securities; and wholesale borrowings, as needed. The primary uses of bank liquidity include withdrawals and maturities of deposits; payment of interest on deposits; funding of loans and related commitments; and funding of securities purchases. To the extent that CBNA relies on wholesale borrowings, uses also include payments of related principal and interest. For further information on CBNA’s outstanding debt see Note 7.

During the six months ended June 30, 2025, CBNA redeemed $350 million of 5.284% fixed-to-floating rate senior notes due 2026.

Citizens Financial Group, Inc. | 27

Credit Ratings

Credit ratings assigned by agencies such as Moody’s, Standard and Poor’s, and Fitch impact our access to unsecured wholesale market funds and to large uninsured customer deposits and are presented in the table below. We currently have a “stable” outlook at Standard & Poor’s, a “negative” outlook at Moody’s, and a “positive” outlook at Fitch. Changes in our public credit ratings could affect both the cost and availability of our wholesale funding.


Table 19: Credit Ratings
	June 30, 2025
	Moody’s	Standard & Poor’s	Fitch

Citizens Financial Group, Inc.:
Long-term issuer	Baa1	BBB+	BBB+
Short-term issuer	NR	A-2	F1
Subordinated debt	Baa1	BBB	BBB
Preferred Stock	Baa3	BB+	BB
Citizens Bank, National Association:
Long-term issuer	A3	A-	BBB+
Short-term issuer	(P) P-2	A-2	F1
Long-term deposits	A1	NR	A-
Short-term deposits	P-1	NR	F1
NR = Not rated

Existing and evolving regulatory liquidity requirements represent another key driver of systemic liquidity conditions and liquidity management practices. The FRB and OCC regularly evaluate our liquidity as part of the overall supervisory process. In addition, we are subject to existing and evolving regulatory liquidity requirements, some of which are subject to further rulemaking, guidance, and interpretation by the applicable federal regulators. For further discussion, see the “Liquidity Requirements” section under “Regulation and Supervision” in our 2024 Form 10-K.

Off-Balance Sheet Arrangements

We engage in a variety of activities that are not reflected in our Consolidated Balance Sheets that are generally referred to as “off-balance sheet arrangements.” For more information on these types of activities, see Note 11.

Operational Risk

Operational risk is the risk of loss due to human error, third-party performance failures, or inadequate or failed internal systems and controls and includes certain risks such as fraud, legal, and natural disasters. To mitigate these risks, we maintain a comprehensive system of internal controls designed to identify, assess, and monitor potential threats to our operations. Our risk management framework includes regular audits, employee training, cybersecurity measures, and business continuity planning. We continuously evaluate and enhance these controls to adapt to evolving risks and regulatory requirements, ensuring the integrity, reliability, and efficiency of our operations.

Cybersecurity

The Company’s Cybersecurity Program (“CSP”) drives an end-to-end, continuous process that protects our customers, colleagues, assets, premises, systems, and information (electronic and non-electronic), and is designed to ensure compliance with current and emerging federal and state laws and regulations. The CSP is designed to ensure the effective implementation of the Corporate Security and Resilience Operating Model across all business lines of the Company and is under the supervision of the Chief Security Officer.

The CSP is designed to assess and mitigate threats and risks to the Company. New and emerging threats are assessed through an intelligence lifecycle, which includes threat modeling. In addition, risk assessment processes drive risk identification and measurement related to security. Once risks are identified and measured, the Company’s Enterprise Risk Management Governance Framework is leveraged to track and mitigate them. Control testing is utilized to demonstrate that risks are managed effectively, identify gaps in expected control operation, and develop appropriate remediation plans, in order to manage risk to the Company within tolerable limits.

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The Company regularly reviews the nature of its business activities and modifies the CSP as appropriate. Many of the elements of the CSP are cyber defense 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 effectiveness of the CSP is assessed and measured periodically by various lines of defense within the Company and is conducted primarily through risk assessments, assurance testing, and an independent audit. External organizations are also routinely engaged to assess our CSP and test our perimeter defenses. The effectiveness of the CSP is reported periodically to the appropriate governance committees. For more information regarding our cybersecurity risk management practices and governance, see Item 1C in our 2024 Form 10-K.

Compliance Risk

Financial institutions are subject to many laws, rules, and regulations at both the federal and state levels. These broad-based laws, rules and regulations include, but are not limited to, expectations relating to anti-money laundering, lending limits, client privacy, fair lending, prohibitions against unfair, deceptive, or abusive acts or practices, protections for military members as they enter active duty, and community reinvestment. Adherence to the increasing volume and complexity of regulatory changes can increase our overall compliance risk. As such, we utilize various resources to help ensure expectations are met, including a team of compliance experts dedicated to ensuring our conformance with all applicable laws, rules, and regulations. Our colleagues receive training for several broad-based laws and regulations including, but not limited to, anti-money laundering and customer privacy. Colleagues engaged in lending activities also receive training for laws and regulations related to flood disaster protection, equal credit opportunity, fair lending, and/or other courses related to the extension of credit. We hold ourselves to a high standard for adherence to compliance management and seek to continuously enhance our performance.

CAPITAL

As a bank and financial holding company, we are subject to regulation and supervision by the FRB. Our banking subsidiary, CBNA, is a national banking association primarily regulated by the OCC. Our regulation and supervision continues to evolve as the legal and regulatory frameworks governing our operations continue to change. See “Regulation and Supervision” in our 2024 Form 10-K for more information.

Capital Adequacy Process

Our assessment of capital adequacy begins with our Board-approved risk appetite and risk management framework. This framework provides for the identification, measurement, and management of material risks. There have been no significant changes to our capital adequacy risk appetite and risk management framework as described in “Capital and Regulatory Matters” in our 2024 Form 10-K.

The FRB regularly supervises and evaluates our capital adequacy and capital planning processes, including the submission of an annual capital plan approved by our Board of Directors or one of its committees. Under the FRB’s capital requirements, we must maintain capital ratios above the sum of the regulatory minimum and SCB requirement to avoid restrictions on capital distributions and discretionary bonus payments. The FRB utilizes the supervisory stress test to determine our SCB, which is re-calibrated with each biennial supervisory stress test and updated annually to reflect our planned common stock dividends. As an institution subject to Category IV standards, we are subject to biennial supervisory stress testing in even-numbered years. Our SCB associated with the 2024 supervisory stress test is 4.5%, effective through September 30, 2025. The FRB will provide us with our updated SCB requirement reflecting our planned common stock dividends by August 31, 2025, which will be effective from October 1, 2025 to September 30, 2026.

Regulations relating to capital planning, regulatory reporting, stress testing and capital buffer requirements applicable to firms like us are presently subject to rule-making and potential further guidance and interpretation by the applicable federal regulators. We will continue to evaluate the impact of these and any other prudential regulatory changes, including their potential resultant changes in our regulatory and compliance costs and expenses.

For more information on our capital adequacy process, see “Capital and Regulatory Matters” in our 2024 Form 10-K.

Citizens Financial Group, Inc. | 29

Regulatory Capital Ratios and Capital Composition

Under the current U.S. Basel III capital framework, we, and our banking subsidiary, CBNA, must meet the following specific minimum requirements: CET1 capital ratio of 4.5%, Tier 1 capital ratio of 6.0%, Total capital ratio of 8.0%, and Tier 1 leverage ratio of 4.0%. As a bank holding company, our SCB of 4.5% is imposed on top of the three minimum risk-based capital ratios listed above and a CCB of 2.5% is imposed on top of the three minimum risk-based capital ratios listed above for CBNA.

For additional discussion of the U.S. Basel III capital framework and its related application, see “Regulation and Supervision” in our 2024 Form 10-K. The table below presents the regulatory capital ratios for CFG and CBNA under the U.S. Basel III Standardized rules:


Table 20: Regulatory Capital Ratios Under the U.S. Basel III Standardized Rules
	June 30, 2025			December 31, 2024
(dollars in millions)	Amount	Ratio		Amount	Ratio		Required Minimum Capital Ratio(1)
CET1 capital
CFG	$17,812	10.6	%	$17,900	10.8	%	9.0	%
CBNA	20,714	12.4		20,250	12.3		7.0
Tier 1 capital
CFG	19,925	11.9		20,013	12.1		10.5
CBNA	20,714	12.4		20,250	12.3		8.5
Total capital
CFG	23,221	13.8		23,232	14.0		12.5
CBNA	23,899	14.3		23,362	14.2		10.5
Tier 1 leverage
CFG	19,925	9.4		20,013	9.4		4.0
CBNA	20,714	9.8		20,250	9.6		4.0
Risk-weighted assets
CFG	168,017			165,699
CBNA	166,967			164,986
Quarterly adjusted average assets(2)
CFG	212,450			212,555
CBNA	211,646			211,849

(1) Represents minimum requirement under the current capital framework plus the SCB of 4.5% and CCB of 2.5% for CFG and CBNA, respectively. The SCB and CCB are not applicable to the Tier 1 leverage ratio.

(2) Represents total average assets less certain amounts deducted from Tier 1 capital.

At June 30, 2025, CFG’s CET1, Tier 1, and Total capital ratios decreased compared to December 31, 2024. Dividends, common share repurchases, a $2.3 billion increase in RWA, and the full phase-in of the modified CECL transition amount was partially offset by net income. Higher commercial and industrial loans was the key driver for the increase in RWA.

At June 30, 2025, CBNA’s CET1, Tier 1, and Total capital ratios increased compared to December 31, 2024. Net income was partially offset by dividend payments to the Parent Company, a $2.0 billion increase in RWA, and the full phase-in of the modified CECL transition amount. Higher commercial and industrial loans was the key driver for the increase in RWA.

At June 30, 2025, CFG’s Tier 1 leverage ratio was stable and CBNA’s Tier 1 leverage ratio increased compared to December 31, 2024, reflecting a decline in quarterly adjusted average assets and their respective changes in Tier 1 capital described above.

Citizens Financial Group, Inc. | 30


Table 21: Capital Composition Under the U.S. Basel III Capital Framework
(dollars in millions)	June 30, 2025	December 31, 2024
Total common stockholders' equity	$23,121	$22,141
Exclusions:
Modified CECL transitional amount	—	96
Net unrealized (gains)/losses recorded in AOCI, net of tax:
Debt securities	2,001	2,369
Derivatives	341	925
Unamortized net periodic benefit costs	297	301
Deductions:
Goodwill, net of deferred tax liability	(7,763)	(7,768)
Other intangible assets, net of deferred tax liability	(115)	(128)
Deferred tax assets that arise from tax loss and credit carryforwards	(70)	(36)
Total CET1 capital	17,812	17,900
Qualifying preferred stock	2,113	2,113
Total Tier 1 capital	19,925	20,013
Qualifying subordinated debt(1)	1,236	1,232
Allowance for credit losses	2,209	2,259
Exclusions from Tier 2 capital:
Modified AACL transitional amount	—	(125)
Allowance on PCD assets	(149)	(147)
Adjusted allowance for credit losses	2,060	1,987
Total capital	$23,221	$23,232

(1) As of June 30, 2025 and December 31, 2024, the amount of non-qualifying subordinated debt excluded from regulatory capital was $469 million. See Note 7 for more details on our outstanding subordinated debt.

Capital Transactions

We completed the following capital transactions during the six months ended June 30, 2025:

Repurchased $400 million of our outstanding common stock;
Declared quarterly common stock dividends of $0.42 per share, aggregating to $371 million; and
Declared preferred stock dividends aggregating to $67 million.

For additional detail regarding our common and preferred stock dividends see Note 10.

On June 13, 2025, we announced that our Board of Directors increased the capacity of our 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. All future capital distributions are subject to consideration and approval by our Board of Directors prior to execution. The timing and amount of future dividends and share repurchases will depend on various factors, including our capital position, financial performance, balance sheet growth, market conditions, and regulatory considerations.

AOCI Impact on Regulatory Capital

Under the current applicable regulatory capital rules we have made the AOCI opt-out election, which enables us to exclude components of AOCI from regulatory capital. As noted in the “Capital and Stress Testing Requirements” section of “Regulation and Supervision” in our 2024 Form 10-K, the regulatory agencies are considering the inclusion of AOCI components in regulatory capital for Category IV firms like us, notably the AOCI relative to securities and pension.

In light of this potential change, the Company considers capital ratios including the AOCI impact from securities and pension when evaluating capital utilization and adequacy, in addition to capital ratios defined by the regulatory agencies. These capital ratios are intended to complement our regulatory capital ratios and are viewed by management as useful measures reflective of the level of capital available to withstand unexpected market conditions. See “Non-GAAP Financial Measures” for more information.

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The following table presents our regulatory capital ratios including the AOCI impact from securities and pension:


Table 22: AOCI Impact on Regulatory Capital
	June 30, 2025
	CFG						CBNA
(dollars in millions)	CET1		Tier 1		Total		CET1		Tier 1		Total
Regulatory capital, including AOCI impact:
Regulatory capital	$17,812		$19,925		$23,221		$20,714		$20,714		$23,899
Unrealized gains (losses) on securities and pension	(2,298)		(2,298)		(2,298)		(2,279)		(2,279)		(2,279)
Deferred tax assets - securities and pension AOCI	(34)		(34)		(34)		(36)		(36)		(36)
Regulatory capital, including AOCI impact (non-GAAP)	$15,480		$17,593		$20,889		$18,399		$18,399		$21,584
Risk-weighted assets, including AOCI impact:
Regulatory risk-weighted assets	$168,017		$168,017		$168,017		$166,967		$166,967		$166,967
Unrealized gains (losses) on securities and pension	(630)		(630)		(630)		(611)		(611)		(611)
Deferred tax assets - securities and pension AOCI	1,891		1,891		1,891		1,870		1,870		1,870
Risk-weighted assets, including AOCI impact (non-GAAP)	$169,278		$169,278		$169,278		$168,226		$168,226		$168,226
Ratio:
Regulatory capital ratio	10.6	%	11.9	%	13.8	%	12.4	%	12.4	%	14.3	%
Regulatory capital ratio, including AOCI impact (non-GAAP)	9.1	%	10.4	%	12.3	%	10.9	%	10.9	%	12.8	%

CRITICAL ACCOUNTING ESTIMATES

Our Consolidated Financial Statements included in this Report are prepared in accordance with GAAP, requiring us to establish accounting policies and make estimates and assumptions that affect reported amounts.

An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on our Consolidated Financial Statements. Estimates are made using facts and circumstances known at a point in time. Changes in those facts and circumstances could produce results substantially different from those estimates. Our most significant accounting policies and estimates include the ACL, fair value measurements, and the evaluation and measurement of goodwill impairment. For additional information regarding fair value measurements and goodwill, see “Critical Accounting Estimates” in our 2024 Form 10-K.

Allowance for Credit Losses

The ACL of $2.2 billion at June 30, 2025 decreased slightly compared to December 31, 2024 given improving loan mix, reflecting the reduction of the Non-Core portfolio, reduced CRE and lower loss-content originations.

As of June 30, 2025, our ACL economic forecast over a two-year reasonable and supportable period reflects the economy going into a shallow two quarter contraction inclusive of uncertainties related to the implementation of tariffs and protectionist trade policies, inflationary pressures, and geopolitical tensions. This forecast is generally applied to the retail and commercial and industrial portfolios and projects peak unemployment of approximately 5.2% and a start-to-trough real GDP decline of approximately 0.5%, compared to peak unemployment of approximately 5.1% and a start-to-trough real GDP decline of approximately 0.4% at December 31, 2024. More severe economic scenarios are applied within the CRE portfolio, such as general office, with peak unemployment of approximately 9.3% and a start-to-trough real GDP decline of approximately 4.4% at June 30, 2025 and December 31, 2024.

Our determination of the ACL is sensitive to changes in forecasted macroeconomic conditions during the reasonable and supportable forecast period. To illustrate the sensitivity, we applied a more pessimistic scenario than that described above which reflects deeper real GDP contraction across our two-year reasonable and supportable forecast period with peak unemployment of approximately 6.3% and a start-to-trough real GDP decline of approximately 1.9%. Excluding consideration of qualitative adjustments, this scenario would result in a quantitative lifetime loss estimate of approximately 1.3x our modeled period-end ACL, or an increase of approximately $600 million. This analysis relates only to the modeled credit loss estimate and not to the overall period-end ACL, which includes qualitative adjustments.

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Because several quantitative and qualitative factors are considered in determining the ACL, this sensitivity analysis does not necessarily reflect the nature and extent of future changes in the ACL or even what the ACL would be under these economic circumstances. The sensitivity analysis is intended to provide insights into the impact of adverse changes in the macroeconomic environment and the corresponding impact to modeled loss estimates. The hypothetical determination does not incorporate the impact of management judgment or other qualitative factors that could be applied in the actual estimation of the ACL and does not imply any expectation of future deterioration in our loss rates.

It remains difficult to estimate how changes in economic forecasts might affect our ACL because such forecasts consider a wide variety of variables and inputs, and changes in the variables and inputs may not occur at the same time or in the same direction, and such changes may have differing impacts by product type. The variables and inputs may be idiosyncratically affected by risks to the economy, including changing monetary and fiscal policies, impacts from the recent stress on the banking industry, and inflationary trends. Changes in one or multiple of the key macroeconomic variables may have a material impact on our estimation of expected credit losses.

For additional information regarding the ACL, see Note 4 and “Critical Accounting Estimates - Allowance for Credit Losses” and Note 6 in our 2024 Form 10-K.

ACCOUNTING AND REPORTING DEVELOPMENTS

Accounting standards issued but not adopted as of June 30, 2025


Pronouncement	Summary of Guidance	Effects on Financial Statements
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 amendments should be applied on a prospective basis but retrospective application is permitted	•Required effective date: Annual financial statements for the year ending December 31, 2025. We do not intend to early adopt. •We expect to provide additional disaggregated income tax disclosures in accordance with this ASU.
Disaggregation of Income Statement Expenses Issued November 2024	•Requires tabular disclosure of certain expense types, including employee compensation, depreciation, intangible asset amortization and selling expenses •Requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively •Allows for adoption on either a prospective or retrospective basis	•Required effective date: Annual financial statements for the year ending December 31, 2027, and interim reporting periods thereafter. Early adoption is permitted. •We are currently evaluating the impact of this ASU on our required expense disclosures in the Consolidated Financial Statements.

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NON-GAAP FINANCIAL MEASURES

This document contains non-GAAP financial measures that we believe provide useful information to investors in understanding our results of operations or financial condition. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP financial measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

The following tables present the computation of non-GAAP financial measures used in the MD&A, as well as the reconciliation to the comparable GAAP financial measure, as applicable:


Table 23: Reconciliation of Tangible Book Value per Common Share (non-GAAP)
(dollars in millions, except per share data)	June 30, 2025	December 31, 2024
Book value per common share(1)	$53.43	$50.26
Tangible book value per common share:
Common stockholders' equity	$23,121	$22,141
Less: Goodwill	8,187	8,187
Less: Other intangible assets	128	146
Add: Deferred tax liabilities related to goodwill and other intangible assets	440	438
Tangible common equity (non-GAAP)(2)	$15,246	$14,246
Common shares outstanding at period end	432,768,811	440,543,381
Tangible book value per common share (non-GAAP)(3)	$35.23	$32.34

(1) Represents the most directly comparable GAAP financial measure to tangible book value per common share and is calculated based on common stockholders’ equity divided by common shares outstanding at period end.

(2) Tangible common equity is a non-GAAP financial measure that excludes the impact of intangible assets, net of deferred taxes.

(3) Tangible book value per common share is a non-GAAP financial measure and is calculated based on tangible common equity divided by common shares outstanding at period end. We believe this non-GAAP financial measure serves as a useful tool to help evaluate the strength and discipline of a company’s capital management strategies and as a conservative measure of total company value.


Table 24: Reconciliation of Return on Average Tangible Common Equity (non-GAAP)
	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in millions)	2025		2024		2025		2024
Return on average common equity(1)	7.18	%	6.70	%	6.70	%	6.16	%
Net income available to common stockholders	$402		$357		$742		$661
Net income available to common stockholders (annualized)	1,614		1,436		1,497		1,329
Return on average tangible common equity:
Average common equity	$22,494		$21,427		$22,342		$21,563
Less: Average goodwill	8,187		8,188		8,187		8,188
Less: Average other intangibles	134		144		138		149
Add: Average deferred tax liabilities related to goodwill and other intangible assets	438		432		438		433
Average tangible common equity (non-GAAP)(2)	$14,611		$13,527		$14,455		$13,659
Return on average tangible common equity (non-GAAP)(3)	11.05	%	10.61	%	10.35	%	9.73	%

(1) Represents the most directly comparable GAAP financial measure to return on average tangible common equity and is calculated based on annualized net income available to common stockholders divided by average common equity.

(2) Average tangible common equity is a non-GAAP financial measure that excludes the impact of intangible assets, net of deferred taxes.

(3) Return on average tangible common equity is a non-GAAP financial measure and is calculated based on annualized net income available to common stockholders divided by average tangible common equity. We believe this non-GAAP financial measure serves as a useful tool to compare the profitability of financial institutions and assess the efficiency of their capital utilization without the impact of intangible assets, net of deferred taxes.

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Table 25: Reconciliation of Net Interest Income and Net Interest Margin on an FTE Basis (non-GAAP)
	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in millions)	2025		2024		2025		2024
Net interest income (annualized)	$5,770		$5,674		$5,704		$5,735
Average interest-earning assets	196,318		198,465		195,692		199,266
Net interest margin(1)	2.94	%	2.86	%	2.91	%	2.88	%

Net interest income	$1,437		$1,410		$2,828		$2,852
FTE adjustment	4		5		8		9
Net interest income on an FTE basis (non-GAAP)(2)	$1,441		$1,415		$2,836		$2,861
Net interest income on an FTE basis (annualized) (non-GAAP)(2)	5,786		5,692		5,720		5,753

Net interest margin on an FTE basis (non-GAAP)(2)(3)	2.95	%	2.87	%	2.92	%	2.89	%

(1) Represents the most directly comparable GAAP financial measure to net interest margin on an FTE basis and is calculated based on annualized net interest income divided by average interest-earnings assets.

(2) FTE basis financial measures and ratios are adjusted for the tax-exempt status of income from certain assets held by the Company using the federal statutory tax rate of 21% and are considered non-GAAP financial measures. We believe this allows management to better assess the comparability of revenue from both taxable and tax-exempt sources.

(3) Calculated based on annualized net interest income on an FTE basis divided by average interest-earnings assets.

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