filings.toolsItem 1A. RISK FACTORS
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Item 1A. RISK FACTORS
In addition to the other information set forth in this Report, you should consider the risks described under Item 1A “Risk Factors” in the Company’s 2025 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Details of the repurchases of the Company’s common stock during the three months ended June 30, 2026 are included below:
| Period | Total Number of Shares Repurchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs**(1)** | Maximum Dollar Amount of Shares That May Yet Be Purchased as Part of Publicly Announced Plans or Programs**(1)** | ||||||||||
| April 1, 2026 - April 30, 2026 | 3,189,345 | $63.99 | 3,189,095 | $795,928,221 | ||||||||||
| May 1, 2026 - May 31, 2026 | — | $— | — | $795,928,221 | ||||||||||
| June 1, 2026 - June 30, 2026 | 327,052 | $63.99 | 327,052 | $775,000,000 |
(1) On June 13, 2025, the Company announced that its Board of Directors increased the capacity under its common share repurchase program to $1.5 billion, an increase of $1.2 billion above the $300 million of capacity remaining under the prior June 2024 authorization.
Common stock share repurchases may be executed in the open market or in privately negotiated transactions, including under Rule 10b5-1 plans and accelerated share repurchase and other structured transactions. The timing and exact amount of future share repurchases will be subject to various factors, including the Company’s capital position, financial performance, balance sheet growth, market conditions, and regulatory considerations.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Citizens Financial Group, Inc. | 85
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