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CITIZENS FINANCIAL GROUP INC/RI

For the period ended Jun 30, 2026. Filed Aug 3, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 3, 2026

CFG$63.24-0.9%Stored close · as of Nov 6, 2026

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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 period. 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 “Consolidated Statement of Operations Analysis” and “Consolidated Balance Sheet Analysis.”

Key Financial Highlights

Net income of $587 million and $1.1 billion for the three and six months ended June 30, 2026, respectively, increased $151 million and $295 million, with earnings per diluted common share up $0.38 to $1.30 and up $0.73 to $2.42, compared to the same periods in 2025.

Net interest income of $1.6 billion and $3.2 billion for the three and six months ended June 30, 2026, respectively, increased $194 million and $365 million, and net interest margin of 3.16% and 3.15%, respectively, increased 22 basis points and 24 basis points, compared to the same periods in 2025. The increase in net interest income reflects an increase in interest-earning assets, higher net interest margin, terminated swap impacts, and fixed-rate asset repricing benefits.

Noninterest income of $652 million and $1.3 billion for the three and six months ended June 30, 2026, respectively, increased $52 million and $114 million compared to the same periods in 2025, driven by growth across numerous fee categories, primarily capital markets and wealth fees, partially offset by mortgage banking fees driven by lower MSR valuation results, net of hedge impact.

Noninterest expense of $1.4 billion and $2.8 billion for the three and six months ended June 30, 2026, respectively, increased $75 million and $139 million compared to the same periods in 2025, driven by salaries and employee benefits reflecting hiring related to the Private Bank and Private Wealth build-out, and compensation associated with growth in capital markets fees.

Provision expense of $134 million and $274 million for the three and six months ended June 30, 2026, respectively, decreased $30 million and $43 million compared to the same periods in 2025, reflecting the runoff of certain retail portfolios and improving credit trends and loan mix.

The efficiency ratio of 61.1% and 62.3% for the three and six months ended June 30, 2026, respectively, compared to 64.8% and 66.3% for the same periods in 2025.

ROTCE of 13.9% and 13.1% for the three and six months ended June 30, 2026, respectively, compared to 11.0% and 10.4% for the same periods in 2025.

Tangible book value per common share of $38.29 at June 30, 2026 was broadly stable compared to $38.07 at December 31, 2025.

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

Share Repurchases

During the three months ended June 30, 2026, the Parent Company repurchased $225 million of its outstanding common stock, with remaining capacity of $775 million as of June 30, 2026. See Note 10 and Item 2 for additional information on share repurchase activity.

Preferred Stock

On July 30, 2026, we issued $400 million, or 400,000 shares, of 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J (the “Series J Preferred Stock”), par value of $25 per share with a liquidation preference of $1,000 per share. Holders of the Series J 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 beginning on January 6, 2027.

We intend to use the net proceeds from the issuance of the Series J Preferred Stock to redeem some or all outstanding shares of our Series G Preferred Stock on the dividend payment date of October 6, 2026. Any remaining proceeds will be used for general corporate purposes. If we decide to redeem some or all of the Series G Preferred Stock, we will announce the redemption by press release or Form 8-K and an appropriate notice of redemption.

Regulatory Developments

Capital

In March 2026, the FRB, FDIC, and OCC issued joint proposals to modernize the regulatory capital framework for banking organizations. The first proposal would subject Category I and II banking organizations to a single set of risk-based capital requirements under an expanded risk-based approach (“ERBA”) and a revised market risk framework (the “ERBA proposal”). Category III and Category IV banking organizations would be subject to the revised market risk framework if specified thresholds for aggregate trading assets and liabilities are met and would also have the option to adopt the ERBA in its entirety. The second proposal would revise certain elements of the capital rule under the standardized approach (the “revised standardized approach proposal”) and would apply to banking organizations that are not classified as Category I or II and have not elected to adopt the ERBA.

The ERBA proposal would introduce differentiated capital requirements based on specified credit risk factors, establish a standardized operational risk requirement aligned with a banking organization’s business volume, and implement a revised market risk framework. The proposal would also increase the aggregate trading assets and liabilities threshold for application of the market risk framework from $1 billion to $5 billion for non-Category I and II banking organizations. The revised standardized approach proposal would modify risk-based capital requirements by introducing a broader range of risk weights for residential mortgages based on more granular risk factors and reducing risk weights for certain other exposures. The proposal would also require most elements of AOCI to be recognized in regulatory capital, subject to a five-year transition period. We continue to monitor these proposals and evaluate their potential impact on our regulatory capital ratios.

Deposit Insurance

In June 2026, the FDIC issued a notice of proposed rulemaking to amend its regulations for determining risk-based deposit insurance assessments for IDIs. The proposal would decrease initial base deposit insurance assessment rate schedules by 1 basis point and provide a downward resolution readiness adjustment to assessment rates for large institutions, such as CBNA. The resolution readiness adjustment includes a 0.5 basis point adjustment for passing virtual data room testing and a 0.5 basis point adjustment for providing prescribed data access. We are currently evaluating the proposal to determine the benefit to the Company.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.