CITIZENS FINANCIAL GROUP INC/RI
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
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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
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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 $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.
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.
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.
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.
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.
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.
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.
Tangible book value per common share was $35.78 at September 30, 2026 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
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.
Preferred Stock
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.
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.
For more information regarding our Series J Preferred Stock issuance and Series G Preferred Stock redemption, see Note 10.
Debt Offering
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.
Common Stock Dividend
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.
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 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.
Stress Testing Requirements
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.
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.
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