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CITIZENS FINANCIAL GROUP INC/RI

For the period ended Sep 30, 2026. Filed Oct 28, 2026.

View on SEC.gov

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.

Sep 30, 2026 · Filed Oct 28, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 263 previous paragraphs and 278 current paragraphs.

172 unchanged; 85 reworded; 21 added; 6 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 30 previous and 30 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (21)

Current report

•Noninterest income of $647 million and $1.9 billion for the three and nine months ended September 30, 2026, respectively, increased $17 million and $131 million compared to the same periods in 2025. These increases were driven by higher wealth fees and growth across several other fee categories, as well as higher capital markets fees during the nine-month period. These increases were partially offset by lower mortgage banking fees, reflecting lower net MSR valuation results and production fees.

Current report

•Provision expense of $125 million and $399 million for the three and nine months ended September 30, 2026, respectively, decreased $29 million and $72 million compared to the same periods in 2025, reflecting improved loan mix, including reductions in CRE general office, and lower loss-content originations in commercial and residential real estate secured.

Current report

•ROTCE of 15.1% and 13.7% for the three and nine months ended September 30, 2026, respectively, compared to 11.7% and 10.8% for the same periods in 2025.

Current report

For more information regarding our Series J Preferred Stock issuance and Series G Preferred Stock redemption, see Note 10.

Current report

Debt Offering

Current report

In August 2026, CBNA issued $750 million of fixed-to-floating rate senior notes due 2029. These notes bear interest at a rate of 4.870% per annum to August 9, 2028, and at a rate of compounded SOFR plus 0.778% from August 10, 2028 to, but excluding, the maturity date of August 10, 2029.

Current report

Common Stock Dividend

Current report

In October 2026, we announced that our Board of Directors declared a quarterly common stock dividend of $0.52 per share, a $0.06, or 13%, increase compared with the prior quarter. The dividend is payable on November 13, 2026 to shareholders of record at the close of business on October 30, 2026.

Current report

Stress Testing Requirements

Current report

In September 2026, the FRB finalized changes to its SCB rule to reduce year-over-year volatility in the regulatory capital requirements that come out of its annual stress test. Under the final rule, a firm’s SCB requirement will be based on the average results of the two most recent annual supervisory stress tests for firms subject to the stress test each year. Category IV firms will be subject to results averaging only if they elect or are required to participate in consecutive supervisory stress tests. Averaging will begin with SCB requirements calculated in 2028, which take effect on January 1, 2029. The final rule also moves the annual effective date of the SCB requirement from October 1 to January 1 of the following year, which gives firms more time to comply with updated requirements. The final rule takes effect on December 1, 2026.

Current report

In September 2026, the FRB also finalized changes to make its supervisory stress testing framework more transparent and publicly accountable. The final rule requires the FRB to seek public comment each year on its stress test scenarios and any material model changes. It also updates the framework the FRB uses to design scenarios, adopts the models for the 2027 stress test, and adjusts the stress test calendar. The final rule takes effect on November 2, 2026.

Current report

•Mortgage banking fees decreased reflecting lower net MSR valuation results and production fees, partially offset by higher servicing revenue.

Current report

•Salaries and employee benefits increased during the three- and nine-month periods, reflecting the continued Private Bank & Wealth build-out, with compensation associated with growth in capital markets fees also a driver during the nine-month period;

Current report

Noninterest expense increased $36 million and $163 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, primarily driven by salaries and employee benefits reflecting the continued Private Bank & Wealth build-out.

Current report

During the nine months ended September 30, 2026, the Parent Company completed the following transactions:

Current report

•Issued 400,000 shares of 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Series J Preferred Stock at an aggregate offering price of $400 million; and

Current report

•Issued a notice to redeem all of the outstanding shares of the 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Series G Preferred Stock, which were redeemed on October 6, 2026.

Current report

During the nine months ended September 30, 2026, CBNA completed the following transactions:

Current report

•Issued $750 million of 4.870% fixed-to-floating rate senior notes due 2029.

Current report

•Issued 400,000 shares of 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Series J Preferred Stock at an aggregate offering price of $400 million;

Current report

•Issued a notice to redeem all of the outstanding shares of the 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Series G Preferred Stock, which were redeemed on October 6, 2026;
Removed paragraphs (6)

Previous report

•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.

Previous report

•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.

Previous report

•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.

Previous report

•Mortgage banking fees decreased primarily driven by lower MSR valuation results, net of hedge impact.

Previous report

•Salaries and employee benefits increased reflecting hiring related to the Private Bank and Private Wealth build-out, and compensation associated with growth in capital markets fees;

Previous report

Noninterest expense increased $53 million and $127 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven primarily by salaries and benefits reflecting hiring related to the Private Bank and Private Wealth build-out.
Reworded paragraphs (85)

Previous wording

•Our ability to achieve our financial performance goals and execute on our strategic business initiatives, including the continued expansion of Private Bank and Private Wealth, and our aim to position us as a more innovative, modern, and customer-centric bank;

Current wording

•Our ability to achieve our financial performance goals and execute on our strategic business initiatives, including the continued expansion of Private Bank & Wealth, and our aim to position us as a more innovative, modern, and customer-centric bank;

Previous wording

Citizens Financial Group, Inc., headquartered in Providence, Rhode Island, is one of the nation’s oldest and largest financial institutions. We offer a broad range of retail, private banking, wealth management, 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. Consumer Banking includes Citizens Private Bank and Private Wealth, which integrate banking services and wealth management solutions to serve high- and ultra-high-net-worth individuals and families, as well as investors, entrepreneurs, and businesses. 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.

Current wording

Citizens Financial Group, Inc., headquartered in Providence, Rhode Island, is one of the nation’s oldest and largest financial institutions. We offer a broad range of retail, private banking, wealth management, 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. Consumer Banking includes Citizens Private Bank & Wealth, which integrates banking services and wealth management solutions to serve high- and ultra-high-net-worth individuals and families, as well as investors, entrepreneurs, and businesses. 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.

Previous wording

At June 30, 2026, we had total assets of $233.8 billion, total deposits of $185.6 billion, and total stockholders’ equity of $26.2 billion. In addition, we had total client assets of $65.7 billion, including assets under management of $38.7 billion, representing assets for which continuous and regular supervisory or management services are provided, and transactional assets of $27.0 billion, representing assets for which execution, custody, recordkeeping, reporting, and other services are provided.

Current wording

At September 30, 2026, we had total assets of $234.5 billion, total deposits of $185.2 billion, and total stockholders’ equity of $25.2 billion. In addition, we had total client assets of $67.3 billion, including assets under management of $39.3 billion, representing assets for which continuous and regular supervisory or management services are provided, and transactional assets of $28.0 billion, representing assets for which execution, custody, recordkeeping, reporting, and other services are provided.

Previous wording

•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.

Current wording

•Net income of $636 million and $1.7 billion for the three and nine months ended September 30, 2026, respectively, increased $142 million and $437 million, with earnings per diluted common share up $0.36 to $1.41 and up $1.09 to $3.83, compared to the same periods in 2025.

Previous wording

•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.

Current wording

•Net interest income of $1.7 billion and $4.9 billion for the three and nine months ended September 30, 2026, respectively, increased $187 million and $552 million, and net interest margin of 3.18% and 3.16%, respectively, increased 19 basis points and 22 basis points, compared to the same periods in 2025. The increase in net interest income reflects higher interest-earning assets and net interest margin, driven by the benefit of lower terminated swap impacts, fixed-rate asset repricing, and improved funding costs.

Previous wording

•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.

Current wording

•Noninterest expense of $1.4 billion and $4.2 billion for the three and nine months ended September 30, 2026, respectively, increased $58 million and $197 million compared to the same periods in 2025, driven by salaries and employee benefits reflecting the continued Private Bank & Wealth build-out, with compensation associated with growth in capital markets fees also a driver during the nine-month period.

Previous wording

•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.

Current wording

•The efficiency ratio of 60.0% and 61.5% for the three and nine months ended September 30, 2026, respectively, compared to 63.0% and 65.2% for the same periods in 2025.

Previous wording

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

Current wording

•Tangible book value per common share was $35.78 at September 30, 2026 compared to $38.07 at December 31, 2025.

Previous wording

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.

Current wording

In October 2026, we announced that our Board of Directors increased the capacity of our common share repurchase program to $1.95 billion, an increase of $1.3 billion above the $650 million of capacity remaining under the prior June 2025 authorization. During the three months ended September 30, 2026, the Parent Company repurchased $125 million of its outstanding common stock. See Note 10 and Item 2 for additional information on share repurchase activity.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

The net proceeds from the issuance of the Series J Preferred Stock were used to redeem all outstanding shares of our 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Series G Preferred Stock on October 6, 2026, with remaining proceeds used for general corporate purposes.

Previous wording

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.

Current wording

In June 2026, the FDIC issued a notice of proposed rulemaking to amend its regulations for determining risk-based deposit insurance assessments for insured depository institutions. 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.

Previous wording

Net interest income increased $194 million and $365 million for the three and six months ended June 30, 2026, respectively, and net interest margin 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.

Current wording

Net interest income increased $187 million and $552 million for the three and nine months ended September 30, 2026, respectively, and net interest margin increased 19 basis points and 22 basis points, compared to the same periods in 2025. The increase in net interest income reflects higher interest-earning assets and net interest margin, driven by the benefit of lower terminated swap impacts, fixed-rate asset repricing, and improved funding costs.

Previous wording

Average interest-earning assets increased $10.5 billion and $8.7 billion for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven by an increase in total loans and leases, cash held in interest-bearing deposits, and investment securities.

Current wording

Average interest-earning assets increased $11.3 billion and $9.6 billion for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, driven by an increase in total loans and leases, cash held in interest-bearing deposits, and investment securities.

Previous wording

Average deposits increased $9.5 billion and $9.1 billion for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven primarily by growth in the Private Bank and in commercial, partially offset by a reduction in higher-cost brokered deposits.

Current wording

Average deposits increased $7.8 billion and $8.6 billion for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, driven primarily by growth in the Private Bank and in commercial.

Previous wording

Average total borrowed funds increased $677 million and decreased $556 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The fluctuation during the three- and six-month periods reflects an increase in FHLB advances and a decline in auto collateralized borrowings, given paydowns.

Current wording

Average total borrowed funds increased $3.4 billion and $789 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, driven primarily by an increase in FHLB advances, partially offset by a decline in auto collateralized borrowings, given paydowns.

Previous wording

The primary drivers for the change in noninterest income for the three and six months ended June 30, 2026, compared to the same periods in 2025, are described below:

Current wording

The primary drivers for the change in noninterest income for the three and nine months ended September 30, 2026, compared to the same periods in 2025, are described below:

Previous wording

•Capital markets fees increased driven by higher M&A, loan syndication, and bond underwriting fees during the three- and six-month periods, with higher equity underwriting fees also a driver during the six-month period;

Current wording

•Capital markets fees increased during the nine-month period on higher M&A, loan syndication, and bond and equity underwriting fees, but declined during the three-month period, reflecting lower fees from these same activities;

Previous wording

•Wealth fees increased primarily driven by growth in assets under management, reflecting net inflows and market appreciation; and

Current wording

•Wealth fees increased driven primarily by growth in assets under management, reflecting net inflows and market appreciation; and

Previous wording

The primary drivers for the change in noninterest expense for the three and six months ended June 30, 2026, compared to the same periods in 2025, are described below:

Current wording

The primary drivers for the change in noninterest expense for the three and nine months ended September 30, 2026, compared to the same periods in 2025, are described below:

Previous wording

•Other operating expense declined during the six-month period reflecting lower FDIC deposit insurance costs.

Current wording

•Other operating expense declined during the nine-month period reflecting lower FDIC deposit insurance costs.

Previous wording

Provision expense of $134 million and $274 million for the three and six months ended June 30, 2026, respectively, compared with a provision of $164 million and $317 million for the same periods in 2025, reflecting the runoff of certain retail portfolios and improving credit trends and loan mix.

Current wording

Provision expense of $125 million and $399 million for the three and nine months ended September 30, 2026, respectively, compared with a provision of $154 million and $471 million for the same periods in 2025, reflecting improved loan mix, including reductions in CRE general office, and lower loss-content originations in commercial and residential real estate secured.

Previous wording

Income tax expense of $168 million and $301 million increased $50 million and $88 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The effective income tax rate of 22.3% and 21.4% for the three and six months ended June 30, 2026 increased from 21.4% and 20.9%, respectively, compared to the same periods in 2025. These increases were driven by a reduced benefit from tax-advantaged investments on higher pretax income. Provision for income taxes is calculated by applying the estimated annual effective tax rate to year-to-date pretax income, adjusting for discrete items that occurred during the period.

Current wording

Income tax expense of $168 million and $469 million increased $33 million and $121 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, with higher pretax income the primary driver. The effective income tax rate of 20.9% and 21.2% for the three and nine months ended September 30, 2026, respectively, compared with 21.4% and 21.1% for the same periods in 2025. The three-month decrease is driven by the recognition of discrete tax benefits. Provision for income taxes is calculated by applying the estimated annual effective tax rate to year-to-date pretax income, adjusting for discrete items that occurred during the period.

Previous wording

(1) Excludes portfolio level basis adjustments of $(40) million and $17 million, respectively, for securities designated in active fair value hedge relationships under the portfolio layer method at June 30, 2026 and December 31, 2025.

Current wording

(1) Excludes portfolio level basis adjustments of $(141) million and $17 million, respectively, for securities designated in active fair value hedge relationships under the portfolio layer method at September 30, 2026 and December 31, 2025.

Previous wording

As of June 30, 2026, U.S. Treasuries and mortgage-backed securities issued by GNMA and GSEs represented 99% of the fair value of our debt securities portfolio, with approximately $40.2 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.

Current wording

As of September 30, 2026, U.S. Treasuries and mortgage-backed securities issued by GNMA and GSEs represented 99% of the fair value of our debt securities portfolio, with approximately $40.0 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.

Previous wording

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, 2026, the portfolio’s average effective duration, including hedging actions to reduce duration, was 4.1 years compared with 3.8 years as of December 31, 2025.

Current wording

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 September 30, 2026, the portfolio’s average effective duration, including hedging actions to reduce duration, was 4.6 years compared with 3.8 years as of December 31, 2025.

Previous wording

The increase in total loans and leases as of June 30, 2026 compared to December 31, 2025 reflects a $3.5 billion increase in commercial driven by net new money originations in corporate banking and higher line of credit utilization, partially offset by CRE paydowns. Retail reflects a $1.3 billion increase driven by growth in home equity and mortgage, including the Private Bank, partially offset by runoff of the auto loan portfolio.

Current wording

The increase in total loans and leases as of September 30, 2026 compared to December 31, 2025 reflects a $3.4 billion increase in commercial driven by net new money originations in corporate banking and higher line of credit utilization, partially offset by CRE paydowns. Retail reflects a $2.1 billion increase driven by growth in home equity and mortgage, including the Private Bank, partially offset by runoff of the auto loan portfolio.

Previous wording

Insured/secured deposit balances continue to be broadly stable as of June 30, 2026 compared to December 31, 2025. The decrease in the insured/secured deposits percentage during 2026 reflects growth in the Private Bank and a decrease in insured Treasury brokered deposits as we continued to optimize our deposit mix.

Current wording

Insured/secured deposit balances continue to be relatively stable as of September 30, 2026 compared to December 31, 2025. The decrease in the insured/secured deposits percentage during 2026 reflects growth in the Private Bank and a decrease in insured Treasury brokered deposits as we continued to optimize our deposit mix.

Previous wording

Total borrowed funds of $16.3 billion as of June 30, 2026 increased $5.1 billion compared to December 31, 2025, driven by an increase in FHLB advances and senior and subordinated debt, given net issuances, partially offset by a decline in secured borrowings collateralized by auto loans as the associated portfolio runs off. For more information regarding our borrowed funds, see “Liquidity Risk” and Note 7.

Current wording

Total borrowed funds of $17.8 billion as of September 30, 2026 increased $6.6 billion compared to December 31, 2025, driven by an increase in FHLB advances and senior debt, partially offset by a decline in secured borrowings collateralized by auto loans as the associated portfolio runs off. For more information regarding our borrowed funds, see “Liquidity Risk” and Note 7.

Previous wording

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

Current wording

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

Previous wording

Net interest income increased $130 million and $246 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven by higher net interest margin and growth in average interest-earning assets.

Current wording

Net interest income increased $131 million and $377 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, driven by higher net interest margin and growth in average interest-earning assets.

Previous wording

Noninterest income decreased $15 million and $13 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. A decline in mortgage banking fees driven by lower MSR valuation results, net of hedge impact, was partially offset by an increase in wealth fees primarily driven by growth in assets under management, reflecting net inflows and market appreciation.

Current wording

Noninterest income increased $6 million for the three months ended September 30, 2026 and decreased $7 million for the nine months ended September 30, 2026, compared to the same periods in 2025. Both periods reflect higher wealth fees, primarily from growth in assets under management driven by net inflows and market appreciation. They also reflect lower mortgage banking fees, as lower net MSR valuation results and production fees were partially offset by higher servicing revenue.

Previous wording

Net charge-offs decreased $9 million and $24 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven by other retail during the three-month period, and other retail and education during the six-month period.

Current wording

Net charge-offs decreased $7 million and $31 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, driven by other retail during the three-month period, and other retail and education during the nine-month period.

Previous wording

Net interest income increased $28 million and $43 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven by growth in average interest-earning assets.

Current wording

Net interest income increased $33 million and $76 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, driven by higher net interest margin and growth in average interest-earning assets.

Previous wording

Noninterest income increased $60 million and $108 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven by capital markets fees reflecting higher M&A, loan syndication, and bond underwriting fees during the three- and six-month periods, with higher equity underwriting fees also a driver during the six-month period.

Current wording

Noninterest income was stable for the three months ended September 30, 2026 and increased $107 million for the nine months ended September 30, 2026, compared to the same periods in 2025. The increase during the nine-month period was driven by capital markets fees reflecting higher M&A, loan syndication, and bond and equity underwriting fees.

Previous wording

Noninterest expense increased $9 million and $16 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven primarily by salaries and benefits reflecting compensation associated with growth in capital markets fees.

Current wording

Noninterest expense was stable for the three months ended September 30, 2026 and increased $16 million for the nine months ended September 30, 2026, compared to the same periods in 2025, primarily driven by salaries and benefits reflecting compensation associated with growth in capital markets fees.

Previous wording

Net charge-offs decreased $21 million and $34 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven by CRE, partially offset by an increase in commercial and industrial.

Current wording

Net charge-offs decreased $16 million and $50 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, driven by CRE, partially offset by an increase in commercial and industrial.

Previous wording

As discussed in our 2025 Form 10-K, we utilize internal risk ratings to monitor credit quality for commercial loans and leases. Criticized balances include loans with an internal risk rating of Special Mention, Substandard Accrual, or Nonaccrual. Total commercial criticized balances of $5.3 billion at June 30, 2026 decreased from $6.3 billion at December 31, 2025. For more information on internal risk ratings and the distribution of commercial loans and leases by vintage date and internal risk rating, see Note 4. In addition, see discussion of criticized balances below for our commercial and industrial and CRE portfolios.

Current wording

As discussed in our 2025 Form 10-K, we utilize internal risk ratings to monitor credit quality for commercial loans and leases. Criticized balances include loans with an internal risk rating of Special Mention, Substandard Accrual, or Nonaccrual. Total commercial criticized balances of $5.4 billion at September 30, 2026 decreased from $6.3 billion at December 31, 2025. For more information on internal risk ratings and the distribution of commercial loans and leases by vintage date and internal risk rating, see Note 4. In addition, see discussion of criticized balances below for our commercial and industrial and CRE portfolios.

Previous wording

The commercial and industrial portfolio includes both loans and leases made to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, capital call facilities, or other projects/acquisitions. Commercial and industrial criticized balances of $2.2 billion at June 30, 2026 decreased from $2.6 billion at December 31, 2025 as repayments, upgrades, and charge-offs outpaced downgrades.

Current wording

The commercial and industrial portfolio includes both loans and leases made to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, capital call facilities, or other projects/acquisitions. Commercial and industrial criticized balances of $2.4 billion at September 30, 2026 decreased from $2.6 billion at December 31, 2025 as repayments, upgrades, and charge-offs outpaced downgrades.

Previous wording

The CRE portfolio consists of both commercial property and construction loans that support a wide range of property development and investment activities including, but not limited to, multifamily, office spaces, industrial facilities, and retail shopping centers. Commercial real estate criticized balances of $3.1 billion at June 30, 2026 decreased from $3.7 billion at December 31, 2025. Approximately 97% of CRE loans remain current on payments as of June 30, 2026 as repayments, upgrades, and charge-offs outpaced downgrades.

Current wording

The CRE portfolio consists of both commercial property and construction loans that support a wide range of property development and investment activities including, but not limited to, multifamily, office spaces, industrial facilities, and retail shopping centers. Commercial real estate criticized balances of $3.0 billion at September 30, 2026 decreased from $3.7 billion at December 31, 2025 as repayments, upgrades, and charge-offs outpaced downgrades. Approximately 97% of CRE loans remain current on payments as of September 30, 2026.

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