CITIZENS FINANCIAL GROUP INC/RI

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. See “Executive Summary - Regulatory Developments” in this report and “Regulation and Supervision” in our 2025 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” in our 2025 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 of September 30, 2026, our SCB requirement was 4.5%.

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

For more information on our capital adequacy process, see “Capital” in our 2025 Form 10-K.

Regulatory Capital Ratios and Capital Composition

Under the U.S. Basel III capital framework, we and our banking subsidiary, CBNA, are subject to the following minimum regulatory capital 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%. In addition to these minimum requirements, we were subject to a SCB requirement of 4.5% and CBNA was subject to a CCB requirement of 2.5% as of September 30, 2026.

For additional discussion of the U.S. Basel III capital framework and its related application, see “Regulation and Supervision” in our 2025 Form 10-K. The table below presents the regulatory capital amounts and ratios for CFG and CBNA under the U.S. Basel III Standardized Rules:

(1)Represents the minimum regulatory capital requirement under the U.S. Basel III capital framework plus a 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 September 30, 2026, CFG’s CET1, Tier 1, and Total capital ratios decreased compared to December 31, 2025. Common share repurchases, dividends, and a $5.8 billion increase in RWA were partially offset by net income. Higher commercial and industrial loan balances were the key driver for the increase in RWA.

At September 30, 2026, CBNA’s CET1, Tier 1, and Total capital ratios decreased compared to December 31, 2025. Dividend payments to the Parent Company and a $5.3 billion increase in RWA were partially offset by net income. Higher commercial and industrial loan balances were the key driver for the increase in RWA.

At September 30, 2026, CFG’s and CBNA’s Tier 1 leverage ratio decreased compared to December 31, 2025, reflecting an increase in quarterly adjusted average assets and the respective changes in Tier 1 capital described above.

The following table presents the components of our regulatory capital under the U.S. Basel III capital framework:

(1)As of September 30, 2026 and December 31, 2025, there is no non-qualifying subordinated debt excluded from regulatory capital. See Note 7 for more details on our outstanding subordinated debt.

Capital Transactions

We completed the following capital transactions during the nine months ended September 30, 2026:

•Repurchased $650 million of our outstanding common stock;

•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;

•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;

•Declared quarterly common stock dividends of $0.46 per share, aggregating to $593 million; and

•Declared preferred stock dividends aggregating to $99 million.

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

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. 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 “Executive Summary - Regulatory Developments” section of this report, the regulatory agencies have issued a proposal that would require most elements of AOCI to be recognized in regulatory capital for non-Category I and II banking organizations like us, subject to a five-year transition period.

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.

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