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What changed in Citizens Financial Group's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Citizens Financial Group's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+476 added−476 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in Citizens Financial Group's 2025 10-K

476 paragraphs added · 476 removed · 353 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

90 edited+45 added−62 removed77 unchanged
Biggest changeNon-Core includes our indirect auto and certain purchased consumer loan portfolios that we discontinued the origination of in 2023 as part of our balance sheet optimization strategy. Other includes treasury activities, wholesale funding, the securities portfolio, community development assets, and other unallocated assets, liabilities, capital, revenues, provision (benefit) for credit losses and expenses, including income tax expense.
Biggest changeOur activities outside these segments are classified as Other and primarily includes treasury and community development operations, along with other unallocated assets, liabilities, capital, revenues, provision (benefit) for credit losses, and expenses, including income tax expense (benefit). For additional information regarding our business segments see the “Business Segments” section of Item 7 and Note 24 in Item 8.
Within these markets, we face competition from community banks, super-regional and national financial institutions, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, hedge funds and private equity firms.
We face competition within these markets from community banks, super-regional and national financial institutions, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, hedge funds, and private equity firms.
The emergence of digital-only banking models has increased and we expect this trend to continue. Given their lower cost structure, these models are typically able to offer higher rates on deposit products than traditional retail banking institutions.
The emergence of digital-only banking models has increased and we expect this trend to continue. These models are typically able to offer higher rates on deposit products than traditional retail banking institutions given their lower cost structure.
Our four focus areas include robust corporate governance, positive climate impact, the workforce of the future, and fostering strong communities, which speak to what we believe are the strengths of our company and how we are driving growth and having a positive impact on our business, society, and the planet.
Our four focus areas include robust corporate governance, the workforce of the future, fostering strong communities, and positive climate impact, which speak to what we believe are the strengths of our company and how we are driving growth and having a positive impact on our business, society, and the planet.
Treasury Department to issue National Anti-Money Laundering and Countering the Financing of Terrorism Priorities and conduct studies and issue regulations that may, over the next few years, significantly alter some of the due diligence, recordkeeping and reporting requirements that the BSA and the Patriot Act impose on financial institutions.
Department of the Treasury to issue National Anti-Money Laundering and Countering the Financing of Terrorism Priorities and conduct studies and issue regulations that may, over the next few years, significantly alter some of the due diligence, recordkeeping, and reporting requirements that the BSA and the Patriot Act impose on financial institutions.
OFAC-administered sanctions targeting countries take many different forms and generally contain one or more of the following elements: • restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on U.S. persons engaging in financial transactions relating to, making investments in, or providing investment-related advice or assistance to, a sanctioned country; and • a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction, including property in the possession or control of U.S. persons.
OFAC-administered sanctions targeting countries take many different forms and generally contain one or more of the following elements: • Restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on U.S. persons engaging in financial transactions relating to, making investments in, or providing investment-related advice or assistance to, a sanctioned country; and • Blocking assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction, including property in the possession or control of U.S. persons.
Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Lists including the names of individuals and organizations suspected of aiding, harboring or engaging in terrorist acts, including the Specially Designated Nationals and Blocked Persons, is published and routinely updated by OFAC.
Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off, or transferred in any manner without a license from OFAC. Lists including the names of individuals and organizations suspected of aiding, harboring, or engaging in terrorist acts, including the Specially Designated Nationals and Blocked Persons list, is published and routinely updated by OFAC.
In addition to these federal laws and regulations, the guidance and interpretations of the various federal agencies charged with the responsibility of implementing such regulations also influence loan and deposit operations. The CFPB has broad rulemaking, supervisory, examination and enforcement authority over various consumer financial protection laws, including those referenced above, fair lending laws and certain other statutes.
In addition to these federal laws and regulations, the guidance and interpretations of the various federal agencies charged with the responsibility of implementing such regulations also influence loan and deposit operations. The CFPB has rulemaking, supervisory, examination, and enforcement authority over various consumer financial protection laws, including those referenced above, fair lending laws, and certain other statutes.
Covered financial institutions are required to provide consumers electronic access to 24 months of transaction data and certain account information and are prohibited from imposing any fees or charges for maintaining or providing access to such data. The rule also imposes data accuracy, retention and other obligations.
Covered financial institutions are required to provide consumers electronic access to 24 months of transaction data and certain account information and are prohibited from imposing any fees or charges for maintaining or providing access to such data. The PFDR rule also imposes data accuracy, retention, and other obligations.
For a further discussion of how regulatory actions may impact our business, see Item 1A “Risk Factors.” For additional information regarding regulatory matters, see Note 25 in Item 8. Overview We are a BHC under the Bank Holding Company Act and have elected to be treated as a FHC under amendments to this Act as effected by GLBA.
For a further discussion of how regulatory actions may impact our business, see Item 1A “Risk Factors.” For additional information regarding regulatory matters, see Note 23 in Item 8. Overview We are a BHC under the Bank Holding Company Act and have elected to be treated as a FHC under amendments to this Act as effected by GLBA.
Consumer Banking Segment Consumer Banking serves consumer customers and small businesses, with products and services that include deposits, mortgage and home equity lending, credit cards, small business loans, and wealth management and investment services largely across our 14-state traditional banking footprint. We also offer education and point-of-sale finance loans in addition to select digital deposit products nationwide.
Consumer Banking Segment Consumer Banking serves consumer customers and small businesses, with products and services that include deposits, mortgage and home equity lending, credit cards, small business loans, and wealth management solutions largely across our 14-state traditional banking footprint. We also offer education and point-of-sale finance loans in addition to select digital deposit products nationwide.
We will continue to monitor developments on these laws and regulations. Citizens Financial Group, Inc. | 18 Community Reinvestment Act The CRA requires CBNA’s primary federal bank regulatory agency, the OCC, to evaluate the bank’s record in meeting the credit needs of the communities it serves, including low- and moderate-income neighborhoods and individuals.
We will continue to monitor developments on these laws and regulations. Citizens Financial Group, Inc. | 17 Community Reinvestment Act The CRA requires CBNA’s primary federal bank regulatory agency, the OCC, to evaluate the bank’s record in meeting the credit needs of the communities it serves, including low- and moderate-income neighborhoods and individuals.
Both the Fair Credit Reporting Act and Regulation V, which are issued by the FRB, govern the use and provision of information to consumer reporting agencies. In October 2024, the CFPB adopted a rule regarding personal financial data rights that applies to financial institutions that offer consumer deposit accounts, such as CBNA.
Both the Fair Credit Reporting Act and Regulation V, which are issued by the FRB, govern the use and provision of information to consumer reporting agencies. In October 2024, the CFPB adopted a rule regarding personal financial data rights (“PFDR rule”) that applies to financial institutions that offer consumer deposit accounts, such as CBNA.
These regulations cover a broad range of matters, including capital requirements; sales and trading practices; use of client funds and securities; the conduct of directors, officers and employees; record-keeping and recording; supervisory procedures to prevent improper trading on material nonpublic information; qualification and licensing of sales personnel; and limitations on the extension of credit in securities transactions.
These regulations cover a broad range of matters, including capital requirements; sales and trading practices; use of client funds and securities; the conduct of directors, officers, and employees; recordkeeping and recording; supervisory procedures to prevent improper trading on material nonpublic information; qualification and licensing of sales personnel; and limitations on the extension of credit in securities transactions.
Federal Deposit Insurance Act The FDIA requires, among other things, that federal banking regulators take “prompt corrective action” with respect to IDIs that do not meet minimum capital requirements, as described above in “Capital and Stress Testing Requirements.” The FDIA sets forth the following five capital categories: “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” An IDI’s capital category is determined based on how its capital levels compare with various relevant capital measures and certain other factors that are established by regulation.
Citizens Financial Group, Inc. | 13 Federal Deposit Insurance Act The FDIA requires, among other things, that federal banking regulators take “prompt corrective action” with respect to IDIs that do not meet minimum capital requirements, as described above in “Capital and Stress Testing Requirements.” The FDIA sets forth the following five capital categories: “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” An IDI’s capital category is determined based on how its capital levels compare with various relevant capital measures and certain other factors that are established by regulation.
Financial services regulators are focusing their examinations on AML compliance, and we continue to monitor and augment, where necessary, our AML compliance programs. The federal banking agencies are required, when reviewing bank and bank holding company acquisition or merger applications, to take into account the effectiveness of the AML activities of the applicants.
Financial services regulators are focusing their examinations on AML compliance, and we continue to monitor and augment, where necessary, our AML compliance programs. The federal banking agencies are required, when reviewing bank and BHC acquisition or merger applications, to take into account the effectiveness of the AML activities of the applicants.
We have periodically received requests for information from regulatory authorities at the federal and state level, including from banking, securities and insurance regulators, state attorneys general, federal agencies or law enforcement authorities, and other regulatory authorities, concerning our business practices. Such requests are considered incidental to the normal conduct of business.
We periodically receive requests for information from regulatory authorities at the federal and state level, including from banking, securities, and insurance regulators, state attorneys general, federal agencies or law enforcement authorities, and other regulatory authorities concerning our business practices. Such requests are considered incidental to the normal conduct of business.
The discussion below outlines the material elements of selected laws and regulations applicable to us and our subsidiaries, but do not summarize all possible or proposed changes in laws or regulations.
The discussion below outlines the material elements of selected laws and regulations applicable to us and our subsidiaries, but does not summarize all possible or proposed changes in laws or regulations.
The NSFR is designed to promote more medium- and long-term funding of the assets and activities of banking organizations over a one-year time horizon. Under the Tailoring Rules, Category IV firms with less than $50 billion in weighted short-term wholesale funding, such as us, are not subject to any LCR or NSFR requirement.
The net stable funding ratio (“NSFR”) is designed to promote more medium- and long-term funding of the assets and activities of banking organizations over a one-year time horizon. Under the Tailoring Rules, Category IV firms with less than $50 billion in weighted short-term wholesale funding, such as us, are not subject to any LCR or NSFR requirement.
These activities include securities underwriting and dealing, insurance underwriting and brokerage, merchant banking and other activities that are determined by the FRB, in coordination with the Treasury Department, to be “financial in nature or incidental thereto” or that the FRB determines unilaterally to be “complementary” to financial activities.
These activities include securities underwriting and dealing, insurance underwriting and brokerage, merchant banking, and other activities that are determined by the FRB, in coordination with the U.S. Department of the Treasury, to be “financial in nature or incidental thereto” or that the FRB determines unilaterally to be “complementary” to financial activities.
A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack or compromise.
A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyberattack or compromise.
Citizens Financial Group, Inc. | 8 In Consumer Banking, the industry has become increasingly dependent on and oriented toward technology-driven delivery systems, permitting transactions to be conducted through online and mobile channels. In addition, technology has lowered barriers to entry and made it possible for non-bank institutions to attract funds and provide lending and other financial products and services.
In Consumer Banking, the industry has become increasingly dependent on and oriented toward technology-driven delivery systems, permitting transactions to be conducted through online and mobile channels. In addition, technology has lowered barriers to entry and made it possible for non-bank institutions to attract funds and provide lending and other financial products and services.
Further, a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware or other compromise of customer data and/or systems.
Further, a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption, and maintenance of the institution’s operations after a cyberattack involving destructive malware or other compromise of customer data and/or systems.
CFG and CBNA are each subject to Category IV standards, the least restrictive of the requirements under the Tailoring Rules. Citizens Financial Group, Inc. | 11 Bank and Financial Holding Company Regulation As a FHC, we may engage in a broader range of activities than a BHC that is not also a FHC.
CFG and CBNA are each subject to Category IV standards, the least restrictive of the requirements under the Tailoring Rules. Bank and Financial Holding Company Regulation As a FHC, we may engage in a broader range of activities than a BHC that is not also a FHC.
Under the Dodd-Frank Act, the Federal Reserve adopted rules applicable to banks with $10 billion or more in assets, such as CBNA, that establish standards for debit card interchange fees and prohibit network exclusivity and routing restrictions. These rules establish a maximum permissible interchange fee that banks may charge for many types of debit card transactions.
The Federal Reserve has adopted rules applicable to banks with $10 billion or more in assets, such as CBNA, that establish standards for debit card interchange fees and prohibit network exclusivity and routing restrictions. These rules establish a maximum permissible interchange fee that banks may charge for many types of debit card transactions.
Liquidity Requirements The liquidity coverage ratio (“LCR”) is designed to ensure that a covered bank or BHC maintains an adequate level of unencumbered high-quality liquid assets to cover expected net cash outflows over a 30-day time horizon under an acute liquidity stress scenario.
Citizens Financial Group, Inc. | 12 Liquidity Requirements The liquidity coverage ratio (“LCR”) is designed to ensure that a covered bank or BHC maintains an adequate level of unencumbered high-quality liquid assets to cover expected net cash outflows over a 30-day time horizon under an acute liquidity stress scenario.
We calculate RWA using the standardized approach and have made the AOCI opt-out election, permitting us to exclude components of AOCI from regulatory capital. The leverage requirements are based on a banking organization’s average consolidated on-balance sheet assets. Under the U.S.
We calculate RWA using the standardized approach and have made the AOCI opt-out election, permitting us to exclude components of AOCI from regulatory capital. The leverage requirements are based on a banking organization’s average consolidated on-balance sheet assets. Citizens Financial Group, Inc. | 11 Under the U.S.
In addition to federal registration, state securities commissions require the registration of certain broker-dealers. Citizens Financial Group, Inc. | 20 Heightened Risk Governance Standards CBNA is subject to OCC guidelines that impose heightened risk governance standards on large national banks with average total consolidated assets of $50 billion or more.
In addition to federal registration, state securities commissions require the registration of certain broker-dealers. Heightened Risk Governance Standards CBNA is subject to OCC guidelines that impose heightened risk governance standards on large national banks with average total consolidated assets of $50 billion or more.
The OCC serves as the primary regulator for CBNA, and the SEC and FINRA serve as the primary regulators of our broker-dealer subsidiaries. The federal banking regulators have authority to approve or disapprove mergers, acquisitions, consolidations, the establishment of branches and similar corporate actions.
The OCC serves as the primary regulator for CBNA, and the SEC and FINRA serve as the primary regulators of our broker-dealer subsidiaries. Citizens Financial Group, Inc. | 10 The federal banking regulators have authority to approve or disapprove mergers, acquisitions, consolidations, the establishment of branches, and similar corporate actions.
We compete on a number of factors including providing innovative corporate finance solutions, quality of customer service and execution, range of products offered, price and reputation. Human Capital Management We believe that our long-term success depends on our ability to attract, develop, and retain a high-performing workforce.
We compete on a number of factors including providing innovative corporate finance solutions, quality of customer service and execution, range of products offered, price, and reputation. Citizens Financial Group, Inc. | 8 Human Capital Management We believe long-term success depends on our ability to attract, develop, and retain a high-performing workforce.
Intellectual Property In the highly competitive banking industry in which we operate, trademarks, service marks and logos are important to the success of our business. We own and license a variety of trademarks, service marks, and logos and are developing resources to enhance our stand-alone brands.
Citizens Financial Group, Inc. | 19 Intellectual Property Trademarks, service marks, and logos are important to the success of our business in the highly competitive banking industry in which we operate. We own and license a variety of trademarks, service marks, and logos and are developing resources to enhance our stand-alone brands.
As of December 31, 2024, both the Parent Company and CBNA were well-capitalized.
As of December 31, 2025, both the Parent Company and CBNA were well-capitalized.
In November 2023, the FDIC approved a final rule to impose special assessments to recover the loss to the DIF arising from the protection of uninsured depositors in connection with the systemic risk determination announced on March 12, 2023, following the closures of Silicon Valley Bank and Signature Bank, as required by the FDIA.
In November 2023, the FDIC adopted a final rule to impose a special assessment on IDIs to recover the loss to the DIF arising from the protection of uninsured depositors in connection with the systemic risk determination announced in March 2023, following the closures of Silicon Valley Bank and Signature Bank, as required by the FDIA.
Covered transactions include loans and other extensions of credit to an affiliate, investments in the securities of an affiliate, purchases of assets from an affiliate, and certain other transactions that expose the bank to the credit risks of its affiliates.
Covered transactions include, among other things, extensions of credit to an affiliate, investments in the securities of an affiliate, purchases of assets from an affiliate, and certain other transactions that expose the member bank to the credit risks of its affiliates.
Some larger competitors, including certain national banks that compete in our market area, may offer a broader array of products and be in a position to hold more exposure on their balance sheet due to their asset size.
Some larger competitors, including certain national banks that compete in our markets, may offer a broader array of products and be positioned to hold more exposure on their balance sheet due to their asset size.
Citizens Private Bank integrates wealth management and banking services to serve high- and ultra-high-net-worth individuals and families, as well as businesses. Consumer Banking operates a multi-channel distribution network with a workforce of approximately 5,000 branch colleagues, 1,000 branches, including 143 in-store locations, and 3,100 ATMs.
Citizens Private Bank and Private Wealth 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. Consumer Banking operates a multi-channel distribution network with a workforce of approximately 5,100 branch colleagues, 1,000 branches, including 117 in-store locations, and 3,100 ATMs.
Citizens Financial Group, Inc. | 14 The FRB’s regulations which are applicable to BHCs, such as the Parent Company, separately define “well capitalized” as having a tier 1 capital ratio of at least 6% and a total capital ratio of at least 10%.
The FRB’s regulations which are applicable to BHCs, such as the Parent Company, separately define “well capitalized” as having a Tier 1 capital ratio of at least 6% and a Total capital ratio of at least 10%.
This statutory provision is commonly called the “Volcker Rule.” Under this rule, we are viewed as having “moderate” trading assets and liabilities, which subjects us to a simplified compliance program requirement that is appropriate for our activities, size, scope, and complexity. This rule does not have a material impact on Citizens.
Under this rule, we are viewed as having “moderate” trading assets and liabilities, which subjects us to a simplified compliance program requirement that is appropriate for our activities, size, scope, and complexity. This rule does not have a material impact on Citizens.
The Dodd-Frank Act permits states to adopt stricter consumer protection laws and standards than those adopted at the federal level, and in certain circumstances allows state attorneys general to enforce compliance with both the state and federal laws and regulations on banks like us.
States are permitted to adopt stricter consumer protection laws and standards than those adopted at the federal level, and in certain circumstances allows state attorneys general to enforce compliance with both the state and federal laws and regulations on banks like us.
The Treasury Solutions product group supports Commercial Banking and certain small business clients with treasury management solutions, including domestic and international products and services related to receivables, payables, information reporting and liquidity management, as well as commercial credit cards and trade finance.
Treasury & Wholesale Payments supports Commercial Banking and certain small business clients with treasury management and payment solutions, including domestic and international products and services related to receivables, payables, information reporting, and liquidity management, as well as commercial credit cards and trade finance.
Fair and Equitable Compensation We strive to compensate our colleagues fairly based on market data, experience, and performance, and we compare our compensation to other companies in our peer group as well as others in the financial services industry.
We strive to compensate our colleagues fairly based on market data, experience, and performance, and we compare our compensation to other companies in our peer group as well as others in the financial services industry. We are dedicated to ensuring fair and equitable compensation for all employees.
CBNA accepts customer deposits insured by the DIF and, therefore, must pay insurance premiums. The FDIC may increase CBNA’s insurance premiums based on various factors, including the FDIC’s assessment of its risk profile.
CBNA accepts customer deposits insured by the DIF and must pay insurance premiums as a result, which the FDIC may increase based on various factors, including its assessment of CBNA’s risk profile.
CBNA has registered as a swap dealer with the CFTC and is subject to the CFTC’s regulatory regime, including business conduct standards, recordkeeping, and transaction and financial reporting requirements. CBNA also is subject to regulation by the National Futures Association, a self-regulatory organization.
Citizens Financial Group, Inc. | 15 CBNA is a CFTC-registered swap dealer and is subject to the CFTC’s regulatory regime, including business conduct standards, recordkeeping, and transaction and financial reporting requirements. CBNA is also subject to regulation by the National Futures Association, a self-regulatory organization.
Our network includes approximately 1,000 specialists covering lending, savings and investment needs as well as a broad range of small business products and services.
Our network includes approximately 1,500 specialists covering lending, savings, and wealth management needs as well as a broad range of small business products and services.
The CFPB has broad authority to regulate the offering and provision of consumer financial products by depository institutions, such as CBNA, with more than $10 billion in total assets.
The CFPB regulates the offering and provision of consumer financial products by depository institutions, such as CBNA, with more than $10 billion in total assets.
The Anti-Money Laundering Act of 2020 (“AMLA”), enacted in 2021 as part of the National Defense Authorization Act, requires the U.S.
Citizens Financial Group, Inc. | 18 The Anti-Money Laundering Act of 2020 (“AMLA”), enacted in 2021 as part of the National Defense Authorization Act, requires the U.S.
Regulation of Broker-Dealers Our subsidiaries, Citizens Securities, Inc., and Citizens JMP Securities, LLC are registered broker-dealers with the SEC and subject to regulation and examination by the SEC as well as FINRA and other self-regulatory organizations.
Regulation of Broker-Dealers Our subsidiaries, Citizens Securities, Inc. and Citizens JMP Securities, LLC, are registered broker-dealers with the SEC and subject to regulation and examination by the SEC and FINRA.
Volcker Rule The Dodd-Frank Act prohibits banks and their affiliates from engaging in proprietary trading and investing in, sponsoring and having certain relationships with private funds such as certain hedge funds or private equity funds.
Volcker Rule Under the Volcker Rule, banks and their affiliates are prohibited from engaging in proprietary trading and investing in, sponsoring, and having certain relationships with private funds such as certain hedge funds or private equity funds.
We are a BHC incorporated under Delaware state law in 1984 and our primary federal regulator is the FRB. CBNA is our banking subsidiary, whose primary federal regulator is the OCC. Business Segments We manage our business through two primary business segments: Consumer Banking and Commercial Banking. Our activities outside these segments are classified as Non-Core or Other.
We are a BHC incorporated under Delaware state law in 1984, and our primary federal regulator is the FRB. CBNA is our banking subsidiary, whose primary federal regulator is the OCC. Business Segments We manage our business through two primary business segments: Consumer Banking and Commercial Banking.
Our products and services are offered through more than 1,000 branches in 14 states and the District of Columbia and 97 retail and commercial non-branch offices, though certain lines of business serve national markets. At December 31, 2024, we had total assets of $217.5 billion, total deposits of $174.8 billion and total stockholders’ equity of $24.3 billion.
Our products and services are offered through more than 1,000 branches in 14 states and the District of Columbia and 75 retail and commercial non-branch offices, though certain lines of business serve national markets. At December 31, 2025, we had total assets of $226.4 billion, total deposits of $183.3 billion, and total stockholders’ equity of $26.3 billion.
Regulation and Supervision Our operations are subject to extensive regulation, supervision and examination under federal and state laws and regulations. These laws and regulations cover all aspects of our business, including lending practices, deposit insurance, customer privacy and cybersecurity, capital adequacy and planning, liquidity, safety and soundness, consumer protection and disclosure, permissible activities and investments, and certain transactions with affiliates.
These laws and regulations cover all aspects of our business, including lending practices, deposit insurance, customer privacy and cybersecurity, capital adequacy and planning, liquidity, safety and soundness, consumer protection and disclosure, permissible activities and investments, and certain transactions with affiliates.
In July 2023, the federal banking regulators issued a proposal to implement the final components of the Basel III capital framework. The proposal, commonly referred to as Basel III “Endgame,” would significantly revise the capital requirements applicable to large banking organizations with total assets of $100 billion or more, including the Company and CBNA as Category IV firms.
The proposal, commonly referred to as Basel III “Endgame,” would significantly revise the capital requirements applicable to large banking organizations with total assets of $100 billion or more, including the Company and CBNA as Category IV firms.
Corporate Finance also provides acquisition and follow-on financing for new and recapitalized portfolio companies of key sponsors, with services meeting the unique and time-sensitive needs of private equity firms, management companies and funds, and underwriting and portfolio management expertise for leveraged transactions and relationships.
The team works closely with industry-sector specialists within capital markets to advise our clients. Corporate Finance also provides acquisition and follow-on financing for new and recapitalized portfolio companies of key sponsors, with services meeting the unique and time-sensitive needs of private equity firms, management companies, and funds, and underwriting and portfolio management expertise for leveraged transactions and relationships.
The AMLA also increases penalties for violations of the BSA and significantly expands a whistleblower award program both of which could increase the prospect of regulatory enforcement. In 2021, the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department, issued the priorities for AML and countering the financing of terrorism policy, as required under the AMLA.
The AMLA also increases penalties for violations of the BSA and significantly expands a whistleblower award program both of which could increase the prospect of regulatory enforcement. In 2021, the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S.
This framework requires registration of certain market participants as swap dealers and security-based swap dealers, and central clearing and trade execution of certain swaps and security-based swaps on regulated exchanges or execution facilities.
Regulation of Derivatives The regulatory framework with respect to OTC derivatives requires the registration of certain market participants as swap dealers and security-based swap dealers, as well as central clearing and trade execution of certain swaps and security-based swaps on regulated exchanges or execution facilities.
During 2022, the FDIC determined that the DIF reserve ratio was at risk of not reaching the statutory minimum by the statutory deadline of September 30, 2028, absent an increase in assessment rates.
This initial plan did not include an increase in the deposit insurance assessment rate, but the FDIC subsequently determined that the DIF reserve ratio was at risk of not reaching the statutory minimum by the statutory deadline of September 30, 2028, absent an increase in assessment rates.
Regulations and interagency guidelines adopted by these agencies set forth the safety and soundness standards used to identify and address problems at IDIs before capital becomes impaired.
Standards for Safety and Soundness The FDIA requires the federal banking regulators to prescribe operational and managerial standards for all IDIs, including CBNA. Regulations and interagency guidelines adopted by these agencies set forth the safety and soundness standards used to identify and address problems at IDIs before capital becomes impaired.
We are also subject to the FRB's risk-based capital requirements for market risk. See the “Market Risk” section of Item 7 for additional details. For more details regarding our regulatory capital and SCB, and the AOCI impact of the Basel III Endgame proposal on our regulatory capital, see the “Capital and Regulatory Matters” section of Item 7.
See the “Market Risk” section of Item 7 for additional details. For more details regarding our regulatory capital and SCB, and the AOCI impact of the Basel III Endgame proposal on our regulatory capital, see the “Capital” section of Item 7.
Our branch footprint is predominantly in the New England, Mid-Atlantic and Midwest regions, though certain lines of business serve national markets.
Our retail branch footprint is predominantly in the New England, Mid-Atlantic, and Midwest regions, and our Private Bank footprint includes offices in California, Florida, New York, and Massachusetts. Certain lines of our business also serve national markets.
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 syndicated loans, corporate finance, mergers and acquisitions, and debt and equity capital markets capabilities. Commercial Banking is organized around client segments and their banking needs.
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.
These priorities include corruption, cybercrime, terrorist financing, fraud, transnational crime, drug trafficking, human trafficking and proliferation financing. Office of Foreign Assets Control Regulation The U.S. has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others, that are administered by OFAC.
Office of Foreign Assets Control Regulation The U.S. has imposed economic sanctions that affect transactions with designated foreign countries, nationals, and others, that are administered by OFAC.
The FDIC, as required under the FDIA, established a plan in September 2020 to restore the DIF reserve ratio, 1.25% as of September 30, 2024, to meet or exceed the statutory minimum of 1.35% within eight years. This plan did not include an increase in the deposit insurance assessment rate.
The FDIC, as required under the FDIA, established a restoration plan in September 2020 to restore the DIF reserve ratio, 1.36% as of June 30, 2025, to meet or exceed the statutory minimum of 1.35% within eight years.
Commercial Real Estate provides customized debt capital solutions for middle-market operators, institutional developers, investors, and REITs. Commercial Real Estate provides financing for projects primarily in the multi-family, office, industrial, retail, healthcare and hospitality sectors. Capital Markets and Advisory serves clients through key product groups including Corporate Finance, Capital Markets, and Global Markets.
Commercial Real Estate provides financing for projects primarily in the multifamily, office, industrial, retail, healthcare, and hospitality sectors. Capital Markets and Advisory serves clients through key product groups including Corporate Finance, Capital Markets, and Global Markets. Corporate Finance primarily provides advisory services to middle-market and mid-corporate clients, including mergers and acquisitions and capital structure advice.
Under sections 22(g) and (h) of the Federal Reserve Act and the FRB’s Regulation O, we are also subject to quantitative restrictions on extensions of credit to executive officers, directors, principal stockholders and their related interests.
We are also subject to quantitative restrictions on extensions of credit to executive officers, directors, principal stockholders, and their related interests.
In October 2022, the FDIC adopted a final rule to increase initial base deposit insurance assessment rates by 2 basis points, beginning with the first quarterly assessment period of 2023. This increase in assessment rates was intended to improve the likelihood that the DIF reserve ratio will reach the required minimum by the statutory deadline of September 30, 2028.
Therefore, in October 2022, the FDIC adopted a final rule to increase initial base deposit insurance assessment rates by 2 basis points, beginning with the first quarterly assessment period of 2023. As of June 30, 2025, the DIF reserve ratio exceeded the statutory minimum, therefore the FDIC will no longer operate under a restoration plan.
Citizens Financial Group, Inc. | 19 Anti-Money Laundering The Bank Secrecy Act (“BSA”) and the Patriot Act contain anti-money laundering (“AML”) and financial transparency provisions intended to detect and prevent the use of the U.S. financial system for money laundering and terrorist financing activities.
We will continue to monitor regulations related to incentive compensation arrangements that have not been finalized. Anti-Money Laundering The Bank Secrecy Act (“BSA”) and the Patriot Act contain anti-money laundering (“AML”) and financial transparency provisions intended to detect and prevent the use of the U.S. financial system for money laundering and terrorist financing activities.
In addition, some of our competitors may not be subject to the same regulatory requirements as we are and, therefore, may have lower costs they can pass on to customers.
Some of our larger competitors may offer a broader array of products, pricing, and structure alternatives to their customers, while some smaller competitors may have more liberal lending policies and processes. In addition, some of our competitors are not subject to the same regulatory requirements as we are and, therefore, may have lower costs they can pass on to customers.
Section 23B requires that transactions, including all covered transactions, be on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with non-affiliates (the “Market Terms Requirement”).
Transactions between a member bank and its affiliates, including all covered transactions, are also required to be on terms substantially the same, or at least as favorable to the member bank, as those prevailing at the time for comparable transactions with nonaffiliates.
Leadership, Talent Development, and Talent Acquisition and Internal Mobility We are on a multi-year journey to build bold leaders at every level and to foster a culture of learning and innovation. We facilitate programs aimed at developing leadership capabilities and building capabilities to ensure colleagues excel in their current roles and are valuable contributors in the future.
Our development and learning initiatives are aimed at building capabilities to ensure colleagues excel in their current roles and are valuable contributors in the future. We remain on a multi-year journey to build bold leaders and nurture a culture of learning and innovation, consistently enhancing the resources available to our colleagues in pursuit of these objectives.
Our Board of Directors and its Compensation and Human Resources Committee are responsible for overseeing our human capital management strategy, with senior management providing regular updates to facilitate that oversight.
Our Board of Directors and its Compensation and Human Resources Committee are responsible for overseeing our human capital management strategy, with senior management providing regular updates to facilitate that oversight. As of December 31, 2025, Citizens had 17,398 full-time equivalent employees, primarily across New England and the Mid-Atlantic.
The final rule took effect on April 1, 2024, with most of its requirements effective January 1, 2026, and certain reporting requirements effective January 1, 2027. A court has issued a preliminary injunction enjoining the federal banking regulators from enforcing the revised regulations pending resolution of the lawsuit challenging the regulations.
In October 2023, the federal banking regulators issued a joint final rule to modernize their regulations implementing the CRA. The final rule took effect on April 1, 2024, with most of its requirements effective January 1, 2026, and certain reporting requirements effective January 1, 2027.
We will continue to monitor the outcome of this preliminary injunction. Compensation Our compensation practices are subject to oversight by the federal banking regulators. Guidance issued jointly by the federal banking regulators is designed to ensure that incentive compensation arrangements take into account risk and are consistent with safe and sound practices.
The NPR is intended to restore certainty in the CRA regulatory framework for stakeholders and limit regulatory burden on financial institutions. Compensation Our compensation practices are subject to oversight by the federal banking regulators, with their jointly issued guidance designed to ensure that incentive compensation arrangements take into account risk and are consistent with safe and sound practices.
CBNA’s special assessment is subject to change if the eventual loss to the DIF differs from the FDIC’s current estimate. Dividends Various federal statutory provisions and regulations, as well as regulatory expectations, limit the amount of dividends that we and our subsidiaries may pay.
Citizens Financial Group, Inc. | 14 Dividends Various federal statutory provisions and regulations, as well as regulatory expectations, limit the amount of dividends that we and our subsidiaries may pay. Our payment of dividends to stockholders is subject to oversight by the FRB.
The proposal also prohibits large banking organizations from engaging in certain activities that could complicate their resolution and discourages them from holding long-term debt issued by other banks to reduce interconnectedness.
Under the proposal, large bank holding companies and IDIs would be (i) required to maintain a minimum amount of eligible long-term debt, (ii) prohibited from engaging in certain activities that could complicate their resolution, and (iii) discouraged from holding long-term debt issued by other banks to reduce interconnectedness.
Additional information about this analysis, including our most recent results, can be found in our Environmental Social Governance Report and on our website. Sustainability Our integrated, enterprise-wide Sustainability & Impact strategy helps us build a better future for all those we serve and, led by robust corporate governance, helps guide the decisions we make.
Sustainability Our integrated, enterprise-wide Sustainability & Impact strategy helps us build a better future for all those we serve. Led by robust corporate governance, this strategy helps guide the decisions we make. It means serving our customers and clients, engaging shareholders, monitoring our environmental impact, and empowering our colleagues and communities to thrive.
Citizens Financial Group, Inc. | 13 On June 20, 2024, the FDIC adopted a final rule that requires IDIs with $100 billion or more in average total assets that are not affiliates of U.S. global systemically important banking organizations, including CBNA, to submit full resolution plans triennially that include a comprehensive strategy from the point of failure to liquidation or return of the institution to the private sector.
Resolution Planning The FDIC requires IDIs with $100 billion or more in average total assets that are not affiliates of U.S. global systemically important banking organizations, including CBNA, to submit full resolution plans triennially, with interim supplemental submissions due annually in the intervening years.
Corporate Banking, Commercial Real Estate, Capital Markets and Advisory, and Treasury Solutions work together to understand client needs and provide comprehensive solutions to meet those needs. We acquire new clients through a coordinated approach to the market, leveraging deep industry knowledge in specialized banking groups and a geographic coverage model.
We acquire new clients through a coordinated approach to the market, leveraging deep industry knowledge in specialized banking groups and a geographic coverage model. Middle Market & Midcorporate - Commercial & Industrial serves commercial and industrial clients based in the United States.
The FRB supervises Category IV firms on an ongoing basis, including evaluating the capital adequacy and capital planning processes of firms during off-cycle years. We are required to develop, maintain and submit an annual capital plan for review and approval by our Board of Directors, or one of its committees, as well as FR Y-14 reporting requirements.
We are required to develop, maintain, and submit an annual capital plan for review and approval by our Board of Directors, or one of its committees, as well as FR Y-14 reporting requirements. In July 2023, the federal banking regulators issued a proposal to implement the final components of the Basel III capital framework.
Under the proposal, the Company and CBNA would become subject to the same capital treatment regarding the inclusion of AOCI, deductions, and rules for minority interest as Category I and II firms.
Under the proposal, the Company and CBNA would (i) be subject to the same capital treatment regarding the inclusion of AOCI, deductions, and rules for minority interest as Category I and II firms, (ii) be required to utilize two new standardized approaches for credit, operational, market, and credit valuation adjustment risk, (iii) be required to calculate counterparty credit exposure related to derivative transactions using the standardized approach for counterparty credit risk, and (iv) become subject to the supplementary leverage ratio and the countercyclical capital buffer.
We expect this trend of state-level activity to continue and are continually monitoring developments in the states in which we operate. Climate-Related Laws and Regulations On March 6, 2024, the SEC adopted a final rule to require registrants to disclose certain climate-related information in their registration statements and annual reports.
We expect this trend of state-level activity to continue and are continually monitoring developments in the states in which we operate.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdverse economic conditions, such as recent inflationary pressures, could require us to charge off a higher percentage of loans and increase the provision for credit losses, which would reduce our net income and otherwise have a material adverse effect on our business, financial condition and results of operations.
Biggest changeUnfavorable changes related to these national economic and political conditions may also result in increased delinquencies and defaults among borrowers in light of economic uncertainty, which could require us to charge off a higher percentage of loans and increase the provision for credit losses, ultimately reducing our net income.
Our ability to implement our strategic plan and our future success depends on our ability to attract, retain and motivate highly-skilled and qualified personnel, including our senior management and other key employees and directors. The marketplace for skilled personnel continues to be competitive, which means the cost of hiring, incentivizing and retaining skilled personnel may continue to rise.
Our ability to implement our strategic plan and our future success depends on our ability to attract, retain, and motivate highly-skilled and qualified personnel, including senior management, other key employees, and directors. The marketplace for skilled personnel continues to be competitive, which means the cost of hiring, incentivizing, and retaining skilled personnel may continue to rise.
If the risk management framework proves ineffective, we could suffer unexpected losses and could be materially adversely affected. One of the main types of risks inherent in our business is credit risk.
If our risk management framework proves ineffective, we could suffer unexpected losses and could be materially adversely affected. One of the main types of risks inherent in our business is credit risk.
Furthermore, any extensions of credit from the Parent Company to CBNA that are included in CBNA’s capital would be subordinate in right of payment to depositors and certain other indebtedness of CBNA. • In the event of a BHC’s bankruptcy, any commitment that the BHC had been required to make by a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. • In the event of impairment of the capital stock of CBNA, the Parent Company, as CBNA’s stockholder, could be assessed for the deficiency and required to pay that amount to CBNA.
Furthermore, any extensions of credit from the Parent Company to CBNA that are included in CBNA’s capital would be subordinate in right of payment to depositors and certain other indebtedness of CBNA; • In the event of a BHC’s bankruptcy, any commitment that the BHC had been required to make by a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment; and • In the event of impairment of the capital stock of CBNA, the Parent Company, as CBNA’s stockholder, could be assessed for the deficiency and required to pay that amount to CBNA.
A deterioration in economic conditions or changes in consumer or business behavior that negatively impacts home or commercial property values could, in event of the borrower’s default, result in materially higher credit losses. Similarly, elevated unemployment levels and higher interest rates can adversely affect our customers’ ability to repay their loans, which can negatively impact our credit performance.
A deterioration in economic conditions or changes in consumer or business behavior that negatively impact home or commercial property values could, in event of the borrower’s default, result in materially higher credit losses. Similarly, elevated unemployment levels and higher interest rates can adversely affect our customers’ ability to repay their loans, which can negatively impact our credit performance.
Uncertainty exists with respect to new laws or regulations or changes in the interpretation or enforcement of existing laws or regulations, including potential deregulation in some areas. In addition, litigation challenging actions or regulations by federal or state authorities could, depending on the outcome, significantly affect the regulatory and supervisory framework affecting our operations.
Uncertainty exists with respect to the enactment of new laws and regulations, or changes in the interpretation or enforcement of existing laws and regulations, including potential deregulation in some areas. In addition, litigation challenging actions or regulations by federal or state authorities could, depending on the outcome, significantly affect the regulatory and supervisory framework affecting our operations.
Finally, information provided to our regulators based on poorly designed or implemented models could be inaccurate or insufficient, which could adversely affect some of the decisions that our regulators make, including those related to capital distributions to our stockholders, and subject us to supervisory criticism and costs relating to remediation.
Finally, information provided to our regulators based on poorly designed or implemented models could be inaccurate or insufficient, which could adversely affect some of the decisions that our regulators make, including those related to capital distributions to our stockholders, and subject us to supervisory criticism and costs related to remediation.
In addition, as part of our regular examination process, our regulators may advise us to conduct significant remediation activities or operate under various restrictions as a prudential matter. Any such actions or restrictions, if and in whatever manner imposed, could adversely affect our costs and revenues.
In addition, as part of our examination process, our regulators may advise us to conduct significant remediation activities or operate under various restrictions as a prudential matter. Any such actions or restrictions, if and in whatever manner imposed, could adversely affect our costs and revenues.
Given the significant number of ongoing regulatory reform initiatives, it is possible that we incur higher than expected information technology costs in order to comply with current and impending regulations.
Given the significant number of ongoing regulatory reform initiatives, it is possible that we may incur higher than expected information technology costs in order to comply with current and impending regulations.
In addition, under the terms of our derivatives contracts, we may be required to maintain a minimum credit rating, post additional collateral or terminate such contracts. Any of these impacts of a ratings downgrade could increase our cost of funding, reduce our liquidity and have adverse effects on our business, financial condition and results of operations.
In addition, under the terms of our derivatives contracts, we may be required to post additional collateral or terminate such contracts if we don’t maintain a minimum credit rating. Any of these impacts of a ratings downgrade could increase our cost of funding, reduce our liquidity, and have adverse effects on our business, financial condition, and results of operations.
The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. Some of our non-bank competitors are not subject to the same extensive regulations we are and, therefore, may have greater flexibility in competing for business.
The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. Some of our non-bank competitors are not subject to the same regulations that we are and, therefore, may have greater flexibility in competing for business.
Our future success and the value of our stock depends, in part, on our ability to effectively implement our business strategy and achieve our financial performance goals across our Consumer and Commercial businesses, including our Private Bank. There are risks and uncertainties, many of which are not within our control, associated with each element of our strategy.
Our future success and the value of our stock depends, in part, on our ability to effectively implement our business strategy and achieve our financial performance goals across our Consumer and Commercial businesses, including our Private Bank. Risks and uncertainties associated with each element of our strategy exist, many of which are not within our control.
Changes in interest rates can have a material impact on the value of our securities portfolio, the primary objective of which is to provide a readily available source of liquidity. An increase in rates could lower the collateral value of these securities, reducing the amount we could borrow, and lead to losses in the event of their sale.
Changes in interest rates can have a material impact on the value of our securities portfolio, the primary objective of which is to provide a readily available source of liquidity. An increase in rates could lower the collateral value of these securities, reducing the amount we could borrow and leading to losses in the event of their sale.
Risks related to cyber-attacks on our vendors and other third parties, including supply chain attacks affecting our software and information technology service providers, are on the rise as such attacks become more frequent and severe. Employee error, failure to follow security procedures, or malfeasance also present these risks.
Risks related to cyberattacks on our vendors and other third parties, including supply chain attacks affecting our software and information technology service providers, are on the rise as such attacks become more frequent and severe. Employee error, failure to follow security procedures, or malfeasance also present these risks.
Our ability to meet our obligations and support our operations could be materially affected by a variety of conditions, including market-wide illiquidity or disruption, a loss of market or customer confidence in the financial services industry generally or in the Company specifically, or reductions in one or more of our credit ratings.
Our ability to meet our obligations and support our operations could be materially affected by a variety of conditions, including market-wide illiquidity or disruption, a general loss of market or customer confidence in the financial services industry or in the Company specifically, or reductions in one or more of our credit ratings.
If geopolitical instability adversely affects us, it may also have the effect of heightening other risks related to our business. Risks Related to Our Industry Any deterioration in national economic conditions could have a material adverse effect on our business, financial condition and results of operations.
If geopolitical instability adversely affects us, it may also have the effect of heightening other risks related to our business. Any deterioration in national economic and political conditions could have a material adverse effect on our business, financial condition, and results of operations.
Our operations are subject to extensive regulation, supervision and examination by the federal banking regulators, as well as the CFPB.
Our operations are subject to regulation, supervision, and examination by the federal banking regulators, as well as the CFPB.
Although we believe that we have appropriate information security procedures and controls based on our adherence to applicable laws and regulations and industry standards, our technologies, systems, and networks may be the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, theft, sale or loss or destruction of the confidential and/or proprietary information of CFG, and our customers, vendors, counterparties, or employees.
Although we believe that we have appropriate information security procedures and controls based on our adherence to applicable laws and regulations and industry standards, our technologies, systems, and networks may be the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, theft, sale, or loss or destruction of the confidential and/or proprietary information of CFG, and our customers, vendors, counterparties, or employees.
Therefore, we encounter risk as part of the normal course of our business and design risk management processes to help manage these risks. See the “Risk Governance” section in Item 7 for a discussion of our risk management framework and the primary risks we face.
Therefore, we encounter risk as part of the normal course of our business and design risk management processes to help manage these risks. See the “Risk Management” section in Item 7 for a discussion of our risk management framework and the primary risks we face.
If the economic environment were to deteriorate, more of our borrowers may have difficulty in repaying their loans which could result in higher credit losses and increased loan loss provision expense.
If the economic environment were to deteriorate, our borrowers may have difficulty in repaying their loans which could result in higher credit losses and increased loan loss provision expense.
A significant portion of our earnings assets are in the form of loans to borrowers across the U.S., primarily for residential, commercial and industrial, commercial real estate, education, and other retail purposes.
A significant portion of our earning assets are in the form of loans to borrowers across the U.S., primarily for residential, commercial and industrial, commercial real estate, education, and other retail purposes.
Certain regulators and law enforcement authorities have also recently required admissions of wrongdoing and, in some cases, criminal pleas as part of the resolutions of matters brought by them against financial institutions.
Certain regulators and law enforcement authorities have required admissions of wrongdoing and, in some cases, criminal pleas as part of the resolutions of matters brought by them against financial institutions.
These actors may attempt to fraudulently induce employees, customers or other third-party users of our systems to disclose sensitive information in order to gain access to data or our systems. In the event that a cyber-attack is successful, our business, financial condition or results of operations may be adversely affected.
These actors may attempt to fraudulently induce employees, customers, or other third-party users of our systems to disclose sensitive information in order to gain access to data or our systems. In the event that a cyberattack is successful, our business, financial condition, or results of operations may be adversely affected.
Two of the most significant cyber-attack risks that we face as a result of these fraudulent schemes are potential loss of funds resulting from customers falling victim to cybercriminal communications directed to them or unauthorized access to sensitive customer data.
Two of the most significant cyberattack risks that we face as a result of these fraudulent schemes are potential loss of funds resulting from customers falling victim to cybercriminal communications directed to them or unauthorized access to sensitive customer data.
We are exposed to the risk that litigation, employee misconduct, operational failures, the outcome of regulatory or other investigations or actions, press speculation and negative publicity, and perception of our environmental, social and governance practices and disclosures, among other factors, could damage our brands or reputation.
We are exposed to the risk that litigation, employee misconduct, operational failures, the outcome of regulatory or other investigations or actions, press speculation and negative publicity, and perception of our sustainability and governance practices and disclosures, among other factors, could damage our brands or reputation.
Citizens Financial Group, Inc. | 30 The regulatory environment in which we operate continues to be subject to significant and evolving regulatory requirements that could have a material adverse effect on our business and earnings. We are heavily regulated by multiple banking, consumer protection, securities and other regulatory authorities at the federal and state levels.
Citizens Financial Group, Inc. | 29 The regulatory environment in which we operate continues to be subject to evolving regulatory requirements that could have a material adverse effect on our business and earnings. We are regulated by multiple banking, consumer protection, securities, and other regulatory authorities at the federal and state levels.
As a result, our ability to compete effectively to attract or retain business may be impaired, and our business, financial condition or results of operations may be adversely affected. In addition, changes in the legal and regulatory framework under which we operate require us to update our information systems to ensure compliance.
As a result, our ability to compete effectively to attract or retain business may be impaired, and our business, financial condition, or results of operations may be adversely affected. Citizens Financial Group, Inc. | 24 In addition, changes in the legal and regulatory framework under which we operate require us to update our information systems to ensure compliance.
Our brands and reputation could also be harmed if we sell products or services that do not perform as expected or customers’ expectations for the product are not satisfied. Unpredictable catastrophic events could have an adverse effect on our business, financial position and results of operations.
Our brands and reputation could also be harmed if we sell products or services that do not perform as expected or customers’ expectations for the product are not satisfied. Citizens Financial Group, Inc. | 26 Unpredictable catastrophic events could have an adverse effect on our business, financial position, and results of operations.
Citizens Financial Group, Inc. | 26 As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our layers of defense, to investigate and remediate any information security vulnerabilities internally, to assess and mitigate issues associated with customers that have fallen victim to fraudulent schemes, and perform additional due diligence with respect to our third-party vendors.
As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our layers of defense, to investigate and remediate any information security vulnerabilities internally, to assess and mitigate issues associated with customers that have fallen victim to fraudulent schemes, and perform additional due diligence with respect to our third-party vendors.
Such events could disrupt our operations or those of our clients, customers, or service providers, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility. We are also exposed to risks associated with the transition to a lower-carbon economy in response to concerns around climate change.
Such events could disrupt our operations or those of our clients, customers, or service providers, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility. Citizens Financial Group, Inc. | 27 We are also exposed to risks associated with the transition to a lower-carbon economy in response to concerns around climate change.
Citizens Financial Group, Inc. | 21 Supervisory requirements and expectations on us as a financial holding company and a bank holding company and any regulator-imposed limits on our activities could adversely affect our ability to implement our strategic plan, expand our business, continue to improve our financial performance and make capital distributions to our stockholders.
Supervisory requirements and expectations on us as a financial holding company and a bank holding company and any regulator-imposed limits on our activities could adversely affect our ability to implement our strategic plan, expand our business, continue to improve our financial performance, and make capital distributions to our stockholders.
The preparation of our financial statements requires us to make subjective determinations and use estimates that may vary from actual results and materially impact our financial condition and results of operations. The preparation of consolidated financial statements in conformity with GAAP requires management to make significant estimates that affect the financial statements.
Citizens Financial Group, Inc. | 23 The preparation of our financial statements requires us to make subjective determinations and use estimates that may vary from actual results and materially impact our financial condition and results of operations. The preparation of consolidated financial statements in conformity with GAAP requires management to make significant estimates that affect the financial statements.
Citizens Financial Group, Inc. | 25 The financial services industry, including the banking sector, continues to make technological enhancements to meet customer preferences, as well as meet legal and regulatory requirements, and we may not be able to compete effectively as a result of these changes.
The financial services industry, including the banking sector, continues to make technological enhancements to meet customer preferences, as well as meet legal and regulatory requirements, and we may not be able to compete effectively as a result of these changes.
If any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that, even if unsuccessful, could be costly to defend and a distraction to management. Citizens Financial Group, Inc. | 33 We may not repurchase shares or pay cash dividends on our common stock.
If any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that, even if unsuccessful, could be costly to defend and a distraction to management. We may not repurchase shares or pay cash dividends on our common stock.
The Parent Company depends on CBNA for substantially all of its revenue, and restrictions on dividends and other distributions by CBNA could affect its liquidity and ability to fulfill its obligations. As a BHC, the Parent Company is a separate and distinct legal entity from CBNA, our banking subsidiary.
Citizens Financial Group, Inc. | 30 The Parent Company depends on CBNA for substantially all of its revenue, and restrictions on dividends and other distributions by CBNA could affect its liquidity and ability to fulfill its obligations. As a BHC, the Parent Company is a separate and distinct legal entity from CBNA, our banking subsidiary.
“Anti-takeover” provisions and the regulations to which we are subject may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. We are a BHC incorporated in the state of Delaware.
Citizens Financial Group, Inc. | 32 “Anti-takeover” provisions and the regulations to which we are subject may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. We are a BHC incorporated in the state of Delaware.
Although we have policies and procedures designed to manage our interest rate risk, as further discussed in the “Risk Governance” section in Item 7, there can be no assurance that these policies and procedures will be effective in avoiding material adverse effects on our profitability.
Although we have policies and procedures designed to manage our interest rate risk as discussed in the “Risk Management” section in Item 7, there can be no assurance that these policies and procedures will be effective in preventing material adverse effects on our profitability.
Further, changes to the FHLB’s or the FRB’s underwriting guidelines for wholesale borrowings or lending policies may limit or restrict our ability to borrow, and therefore could have a significant adverse impact on our liquidity. Changes in interest rates may have an adverse effect on our liquidity and profitability.
In addition, changes to the FHLB’s or the FRB’s underwriting guidelines for wholesale borrowings or lending policies may limit or restrict our ability to borrow and could have a significant adverse impact on our liquidity as a result. Changes in interest rates may have an adverse effect on our liquidity and profitability.
See the “Regulation and Supervision” section in Item 1 for further information. Inflationary pressures could have an adverse effect on our business, financial position and results of operations.
See the “Regulation and Supervision” section in Item 1 for further information. Citizens Financial Group, Inc. | 20 Inflationary pressures could have an adverse effect on our business, financial position, and results of operations.
Citizens Financial Group, Inc. | 28 With respect to non-banking financial institutions, technology and other changes have lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks.
With respect to non-banking financial institutions, technology and other changes have lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks.
Additionally, these conditions, among others, if severe enough, could create unanticipated material outflows of cash due to, among other factors, draws on unfunded commitments or deposit attrition, which could have significant adverse impact on our liquidity.
If these conditions, among others, are severe enough they could also create unanticipated material outflows of cash due to, among other factors, draws on unfunded commitments or deposit attrition, which could have a significant adverse impact on our liquidity.
Cyber-attacks against the patches themselves have also proven to be a significant risk that companies will have to address going forward.
Cyberattacks against the patches themselves have also proven to be a significant risk that companies will have to address going forward.
In either situation, our business could incur significant costs and be adversely affected. Citizens Financial Group, Inc. | 27 We are exposed to reputational risk and the risk of damage to our brands and the brands of our affiliates. Our success and results depend on our reputation and the strength of our brands.
In either situation, our business could incur significant costs and be adversely affected. We are exposed to reputational risk and the risk of damage to our brands and the brands of our affiliates. Our success and results depend on our reputation and the strength of our brands.
For more information regarding our credit ratings, see the “Liquidity” section in Item 7. Citizens Financial Group, Inc. | 23 Our financial performance may be adversely affected by deterioration in borrower credit quality. Risks arising from actual or perceived changes in credit quality and uncertainty over the recoverability of amounts due from borrowers is inherent in our businesses.
For more information regarding our credit ratings, see the “Liquidity Risk” section in Item 7. Our financial performance may be adversely affected by deterioration in borrower credit quality. Risks arising from actual or perceived changes in credit quality and uncertainty over the recoverability of amounts due from borrowers is inherent in our businesses.
This could increase the amount of private litigation to which we are subject. For more information regarding ongoing significant legal proceedings in which we may be involved, see Note 19 in Item 8. Compliance with anti-money laundering and anti-terrorism financing rules involves significant cost and effort.
This could increase the amount of private litigation to which we are subject. For more information regarding ongoing significant legal proceedings in which we may be involved, see Note 17 in Item 8. Citizens Financial Group, Inc. | 31 Compliance with anti-money laundering and anti-terrorism financing rules involves significant cost and effort.
Any failure, interruption or breach in the security of our communication and information systems, including due to cyber-attacks or our failure to adequately maintain and manage our systems or implement system changes and upgrades, could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems.
Any failure, interruption, or breach in the security of our communication and information system due to, among other things, cyberattacks or our failure to adequately maintain and manage our systems or implement system changes and upgrades, could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan, and other systems.
For more information on regulations to which we are subject and recent initiatives to reform financial institution regulation, see the “Regulation and Supervision” section in Item 1. We are subject to capital adequacy and liquidity standards, and if we fail to meet these standards our financial condition and operations would be adversely affected.
For more information on regulations to which we are subject, see the “Regulation and Supervision” section in Item 1. We are subject to capital adequacy and liquidity standards, and if we fail to meet these standards our financial condition and operations would be adversely affected. We are subject to several capital adequacy and liquidity standards.
Citizens Financial Group, Inc. | 32 We are and may be subject to litigation that may have a material impact on our business. Our operations are diverse and complex and we operate in legal and regulatory environments that expose us to potentially significant litigation risk.
We are and may be subject to litigation that may have a material impact on our business. Our operations are diverse and complex and we operate in legal and regulatory environments that expose us to potentially significant litigation risk.
The processes we use to estimate loan losses, measure the fair value of financial instruments and estimate the effects of changing interest rates and other market measures on our financial condition and results of operations are reliant upon the use of analytical and forecasting models.
Our financial and accounting estimates and risk management framework rely on analytical forecasting and models. The processes we use to estimate loan losses, measure the fair value of financial instruments, and estimate the effects of changing interest rates and other market measures on our financial condition and results of operations are reliant upon the use of analytical and forecasting models.
This could limit our ability to retain our deposits, securitize or sell assets, access the debt or equity capital markets, or otherwise borrow money at a reasonable cost.
These conditions could limit our ability to retain deposits, securitize or sell assets, access debt and equity capital markets, or otherwise borrow money at a reasonable cost.
Financial services institutions are typically interconnected as a result of trading, investment, liquidity, clearing, counterparty and other relationships. Within the financial services industry, the default by any one institution could lead to defaults by other institutions.
The conditions of other financial institutions or of the financial services industry could adversely affect our operations and financial condition. Financial services institutions are typically interconnected as a result of trading, investment, liquidity, clearing, counterparty, and other relationships. Within the financial services industry, the default by any one institution could lead to defaults by other institutions.
Despite our efforts to prevent a cyber-attack, a successful cyber-attack could persist for an extended period of time before being detected, and, following detection, could take considerable time for us to obtain full and reliable information about the cybersecurity incident and the extent, amount and type of information compromised.
Citizens Financial Group, Inc. | 25 Despite our efforts to prevent a cyberattack, a successful one could persist for an extended period of time before being detected, and, following detection, could take considerable time for us to obtain full and reliable information about the cybersecurity incident and the extent, amount, and type of information compromised.
As a result of these and other sources of competition, we could lose business to competitors or be forced to price products and services on less advantageous terms to retain or attract clients, either of which would adversely affect our profitability. Climate change manifesting as physical or transition risks could adversely affect our operations, businesses and customers.
As a result of these and other sources of competition, we could lose business to competitors or be forced to price products and services on less advantageous terms to retain or attract clients, either of which would adversely affect our profitability.
Interest rates and the yield curve are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory agencies and, in particular, the Federal Open Market Committee.
Citizens Financial Group, Inc. | 21 Interest rates and the yield curve are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory agencies, most notably the Federal Open Market Committee.
We and our third-party vendors are under continuous threat of loss or network degradation due to cyber-attacks, such as computer viruses, malicious or destructive code, phishing attacks, ransomware, and Distributed Denial of Service (“DDoS”) attacks (collectively, “fraudulent schemes”). Also, our customers are routinely the target of fraudulent schemes.
We and our third-party vendors are under continuous threat of loss or network degradation due to cyberattacks, such as computer viruses, malicious or destructive code, phishing attacks, ransomware, and Distributed Denial of Service attacks (collectively, “fraudulent schemes”).
Citizens Financial Group, Inc. | 29 Risks Related to Regulations Governing Our Industry As a financial holding company and a bank holding company, we are subject to comprehensive regulation that could have a material adverse effect on our business and results of operations.
Citizens Financial Group, Inc. | 28 Risks Related to Regulations Governing Our Industry As a financial holding company and a bank holding company, we are subject to regulation that could have a material adverse effect on our business and results of operations. As a FHC and a BHC, we are subject to regulation, supervision, and examination by the FRB.
There is global concern over the risks of climate change and related environmental sustainability matters. The physical risks of climate change include discrete events, such as flooding and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged droughts.
The physical risks of climate change include discrete events, such as flooding and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged droughts.
If the yield curve, typically upward sloping with short-term rates lower than long-term rates, were to flatten or invert, our net interest income and net interest margin may decrease if the cost of our short-term funding increases relative to the yield we can earn on our long-term assets.
The yield curve, typically upward sloping with short-term rates lower than long-term rates, could cause our net interest income and net interest margin to decline if it were to flatten or invert, as the cost of our short-term funding is likely to increase relative to the yield we can earn on our long-term assets.
Our framework for managing risks may not be effective in mitigating risk and loss. Our risk management framework is made up of various processes and strategies to manage our risk exposure. The framework to manage risk, including the framework’s underlying assumptions, may not be effective under all conditions and circumstances.
Citizens Financial Group, Inc. | 22 Our framework for managing risks may not be effective in mitigating risk and loss. Our risk management framework is made up of various processes and strategies to manage our risk exposure and may not be effective under all conditions and circumstances.
Limitations on the manner in which regulated financial institutions, such as us, can compensate their officers and employees, including those contained in pending rule proposals implementing the requirements of Section 956 of the Dodd-Frank Act, may make it more difficult for such institutions to compete for talent with financial institutions and other companies not subject to these or similar limitations.
Limitations on the manner in which regulated financial institutions, such as us, can compensate their officers and employees may make it more difficult for such institutions to compete for talent with financial institutions and other companies not subject to these or similar limitations.
Our regulators supervise us through regular examinations and other means that allow them to gauge management’s ability to identify, assess and control risk in all areas of operations in a safe and sound manner and to ensure compliance with laws and regulations. In the course of their supervision and examinations, our regulators may require improvements in various areas.
In addition, CBNA is subject to regulation, supervision, and examination by the OCC. Our regulators supervise us through examinations and other means that allow them to gauge management’s ability to identify, assess, and control risk in all areas of operations in a safe and sound manner and to ensure compliance with laws and regulations.
We operate in an industry that is highly competitive, which could result in losing business or margin declines and have a material adverse effect on our business, financial condition and results of operations. We operate in a highly competitive industry, which could become even more competitive as a result of legislative, regulatory and technological changes, as well as continued consolidation.
Risks Related to Our Industry We operate in an industry that is highly competitive, which could result in losing business or margin declines and have a material adverse effect on our business, financial condition, and results of operations.
We rely on customer deposits to be our primary stable and low-cost source of funding. Our funding sources also include our ability to securitize loans in secondary markets, raise funds in the debt and equity capital markets, pledge loans and/or securities for borrowing from the FHLB, pledge securities as collateral for borrowing under repurchase agreements, and sell AFS securities.
Our other funding sources are dependent on our ability to securitize loans in secondary markets, raise funds in the debt and equity capital markets, pledge loans and/or securities for borrowing from the FHLB, pledge securities as collateral for borrowing under repurchase agreements, and sell AFS securities.
We are subject to several capital adequacy and liquidity standards. To the extent that we are unable to meet these standards, our ability to make distributions of capital will be limited and we may be subject to additional supervisory actions and limitations on our activities.
To the extent that we are unable to meet these standards, our ability to make distributions of capital will be limited and we may be subject to additional supervisory actions and limitations on our activities. See “Regulation and Supervision” in Item 1 for further discussion of the regulations to which we are subject.
Liquidity risk is the risk arising from the inability to meet our obligations when they come due. We must maintain adequate funding to meet current and future obligations, including customer loan requests, deposit maturities and withdrawals, debt service, leases, and other cash commitments, under both normal operating conditions and periods of company-specific and/or market stress.
We must maintain adequate funding to meet current and future obligations, including customer loan requests, deposit maturities and withdrawals, debt service, leases, and other cash commitments, under both normal operating conditions and periods of company-specific and/or market stress. We rely on customer deposits to be our primary stable and low-cost source of funding.
A prolonged period of low interest rates may result in us holding lower yielding loans and securities should rates rise rapidly after the period of low interest rates. Changes in the spread between short-term and long-term interest rates (i.e., the yield curve) can also have a material impact on our net interest income and net interest margin.
Changes in the spread between short-term and long-term interest rates (i.e., the yield curve) can also have a material impact on our net interest income and net interest margin.
Concerns about, or a default by, one institution could lead to significant market and customer perception of the risk of similar problems at other institutions.
Concerns about, or a default by, one institution could lead to significant market and customer perception of the risk of similar problems at other institutions. This perception of risk could, in and of itself, lead to adverse impacts on liquidity, as the financial soundness of financial institutions is closely related as a result of the aforementioned relationships.
Citizens Financial Group, Inc. | 22 An increase in interest rates could cause lower demand for loans by customers, reducing our net interest income due to lower loan balances and origination-related fee income due to lower production volume, and could also have an adverse impact on our credit costs, as borrowers may have difficulty in making higher interest payments.
An increase in interest rates could weaken demand for loans by customers, reducing our net interest income due to lower loan balances and origination-related fee income due to lower production volume.
This is especially true as we continue to expand customer capabilities to utilize the Internet and other remote channels to transact business.
Also, our customers are routinely the target of fraudulent schemes as we continue to expand customer capabilities to utilize the Internet and other remote channels to transact business.
See “Regulation and Supervision” in Item 1 for further discussion of the regulations to which we are subject. Citizens Financial Group, Inc. | 31 The Parent Company could be required to act as a “source of strength” to CBNA, which would have a material adverse effect on our business, financial condition and results of operations.
The Parent Company could be required to act as a “source of strength” to CBNA, which would have a material adverse effect on our business, financial condition, and results of operations. FRB policy historically required BHCs to act as a source of financial and managerial strength to their subsidiary banks.
We may be required to devote substantial resources to meet supervisory expectations or remediate supervisory findings.
In the course of their supervision and examinations, our regulators may require improvements in various areas. We may be required to devote substantial resources to meet supervisory expectations or remediate supervisory findings.
Volatility and uncertainty related to inflation and the effects of inflation may enhance or contribute to some of the risks of our business by negatively impacting our costs and expenses, including increasing funding costs and expenses related to talent acquisition and retention, and negatively impacting consumer demand and client purchasing power for our products and services, as well as the ability of borrowers to repay their obligations.
Volatility and uncertainty related to inflation and its associated effects may enhance or contribute to certain risks that we face by negatively impacting our funding costs and expenses, including increasing funding costs and expenses related to talent acquisition and retention.
These inflationary pressures would likely have an adverse impact on our business, financial position and results of operations. Our ability to meet our obligations, and the cost of funds to do so, depend on our ability to access identified sources of liquidity at a reasonable cost.
Our ability to meet our obligations, and the cost of funds to do so, depend on our ability to access identified sources of liquidity at a reasonable cost. Liquidity risk is the risk arising from the inability to meet our obligations when they come due.
Ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices may result in higher regulatory, compliance, credit and reputational risks and costs. The conditions of other financial institutions or of the financial services industry could adversely affect our operations and financial condition.
Uncertainties and changes in legislation, regulations, and/or global standards related to climate risk management and practices may result in higher regulatory, compliance, credit, and/or reputational risks and costs.
Our business is affected by national economic conditions, as well as perceptions of those conditions and future economic prospects. Changes in such economic conditions are not predictable and cannot be controlled.
Our business is affected by national economic and political conditions, as well as perceptions of those conditions and future economic prospects, with changes in such conditions neither predictable or controllable. Adverse economic and political conditions, such as global trade policies, inflationary pressures, and government shutdowns could have a material adverse effect on our business, financial condition, and results of operations.
Additionally, an increase in rates could cause the recognition of losses on our AFS securities portfolio if the securities needed to be sold. Similarly, a decrease in interest rates could reduce our net interest income, net interest margin and fee income.
An increase in rates could also have an adverse impact on our credit costs, as borrowers may have difficulty in making higher interest payments, as well as on our AFS securities portfolio, which could trigger the recognition of losses in the event the securities need to be sold.
Removed
Our business strategy is designed to maximize the full potential of our business, drive sustainable growth and enhance profitability, with our success resting on our ability to distinguish ourselves.
Added
Inflation may also negatively impact consumer demand and client purchasing power for our products and services, as well as the ability of our borrowers to repay their obligations. These inflationary pressures would likely have an adverse impact on our business, financial position, and results of operations.
Removed
Citizens Financial Group, Inc. | 24 Our financial and accounting estimates and risk management framework rely on analytical forecasting and models.
Added
Similarly, a decrease in interest rates could reduce our net interest income, net interest margin, and fee income. A prolonged period of low interest rates may result in us holding lower yielding loans and securities should rates rise rapidly after such a period.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeGovernance Under the guidance of our CSO, we maintain a comprehensive CSP designed to protect our employees, customers, assets, premises, systems, and information against unauthorized access, misuse, alteration, or destruction that could result in substantial harm or inconvenience to our customers, and loss or reputational damage.
Biggest changeCitizens Financial Group, Inc. | 33 Governance Under the guidance of our CSO, we maintain a comprehensive CSP designed to protect our employees, customers, assets, premises, systems, and information against unauthorized access, misuse, alteration, or destruction that could result in substantial harm or inconvenience to our customers, and loss or reputational damage.
Many of the elements of the CSP are cyber defense related and are in place to reduce our risk to a wide range of potential cyber threats that may target our assets and information daily.
Many of the elements of the CSP are related to cyber defense and are in place to reduce our risk to a wide range of potential cyber threats that may target our assets and information daily.
Results are reported to key stakeholders and identified issues are tracked and monitored. Citizens Financial Group, Inc. | 34 The Company regularly reviews the nature of its business activities and modifies the CSP as appropriate.
Results are reported to key stakeholders and identified issues are tracked and monitored. The Company regularly reviews the nature of its business activities and modifies the CSP as appropriate.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe our current facilities are adequate to meet our needs. See Note 7 and Note 9 in Item 8 for more information regarding our premises and equipment, and leases, respectively. ITEM 3. LEGAL PROCEEDINGS Information required by this item is presented in Note 19 in Item 8 and is incorporated herein by reference.
Biggest changeWe believe our current facilities are adequate to meet our needs. See Note 5 and Note 7 in Item 8 for more information regarding our premises and equipment, and leases, respectively. ITEM 3. LEGAL PROCEEDINGS Information required by this item is presented in Note 17 in Item 8 and is incorporated herein by reference.
ITEM 2. PROPERTIES We lease five operations centers in Boston, Medford, and Westwood, Massachusetts; Pittsburgh, Pennsylvania; and Glen Allen, Virginia. We own two principal operations centers in Johnston and East Providence, Rhode Island. At December 31, 2024, our subsidiaries owned and operated a total of 58 facilities and leased an additional 1,101 facilities.
ITEM 2. PROPERTIES We lease five operations centers in Boston, Medford, and Westwood, Massachusetts; Pittsburgh, Pennsylvania; and Glen Allen, Virginia. We own two principal operations centers in Johnston and East Providence, Rhode Island. At December 31, 2025, our subsidiaries owned and operated a total of 59 facilities and leased an additional 1,032 facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings 35 Item 4. Mine Safety Disclosures 35 Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 Item 6. Reserved 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 80 Item 8.
Biggest changeItem 3. Legal Proceedings 34 Item 4. Mine Safety Disclosures 34 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 6. Reserved 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 78 Item 8.
Financial Statements and Supplementary Data 81 Consolidated Balance Sheets 87 Consolidated Statements of Operations 88 Consolidated Statements of Comprehensive Income 89 Consolidated Statements of Changes in Stockholders’ Equity 90 Consolidated Statements of Cash Flows 91 Notes to Consolidated Financial Statements 93
Financial Statements and Supplementary Data 79 Consolidated Balance Sheets 85 Consolidated Statements of Operations 86 Consolidated Statements of Comprehensive Income 87 Consolidated Statements of Changes in Stockholders’ Equity 88 Consolidated Statements of Cash Flows 89 Notes to Consolidated Financial Statements 90

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis graph shall not be deemed soliciting material or be filed with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Citizens Financial Group, Inc. under the Securities Act of 1933, as amended, or the Exchange Act. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 CFG $100 $93 $128 $111 $99 $136 S&P 500 Index 100 118 152 125 157 197 KBW BKX Index 100 90 124 98 97 133 Peer Regional Bank Average 100 89 120 100 99 126 Citizens Financial Group, Inc. | 36 Issuer Purchase of Equity Securities Details of the repurchases of the Company’s common stock during the three months ended December 31, 2024 are included below: Period Total Number of Shares Repurchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Amount of Shares That May Yet Be Purchased as Part of Publicly Announced Plans or Programs (2) October 1, 2024 - October 31, 2024 4,530,928 $44.06 4,530,917 $725,357,995 November 1, 2024 - November 30, 2024 285 $42.12 — $725,357,995 December 1, 2024 - December 31, 2024 575,505 $44.06 575,505 $700,000,000 (1) Includes shares repurchased to satisfy applicable tax withholding obligations in connection with an employee share-based compensation plan and the forfeiture of unvested restricted stock awards.
Biggest changeDecember 31, 2020 2021 2022 2023 2024 2025 CFG $100 $137 $119 $106 $146 $202 S&P 500 Index 100 129 105 133 166 196 KBW BKX Index 100 138 109 108 148 196 Peer Regional Bank Average 100 134 112 111 141 163 Citizens Financial Group, Inc. | 35 Issuer Purchase of Equity Securities Details of the repurchases of the Company’s common stock during the three months ended December 31, 2025 are included below: Period Total Number of Shares Repurchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Amount of Shares That May Yet Be Purchased as Part of Publicly Announced Plans or Programs (2) October 1, 2025 - October 31, 2025 1,980,441 $53.36 1,980,429 $1,319,316,968 November 1, 2025 - November 30, 2025 — $— — $1,319,316,968 December 1, 2025 - December 31, 2025 361,987 $53.36 361,987 $1,300,000,000 (1) Includes shares repurchased to satisfy applicable tax withholding obligations in connection with an employee share-based compensation plan and the forfeiture of unvested restricted stock awards.
The following graph shows the cumulative total shareholder return on our common stock during the five-year period ended December 31, 2024 compared to (i) the Standard & Poor’s 500 ® index; (ii) the KBW Nasdaq Bank Index (“BKX”), composed of 24 banking stocks representing large U.S. national money centers, regional banks and thrift institutions; and (iii) a group of other regional banks that constitute our peers.
The following graph shows the cumulative total shareholder return on our common stock during the five-year period ended December 31, 2025 compared to (i) the Standard & Poor’s 500 ® index; (ii) the KBW Nasdaq Bank Index (“BKX”), composed of 24 banking stocks representing large U.S. national money centers, regional banks and thrift institutions; and (iii) a group of other regional banks that constitute our peers.
The graph assumes an initial investment of $100 at the closing price on December 31, 2019 and that all dividends were reinvested. The points on the graph represent the cumulative total return on the last trading day of the fiscal year indicated.
The graph assumes an initial investment of $100 at the closing price on December 31, 2020 and that all dividends were reinvested. The points on the graph represent the cumulative total return on the last trading day of the fiscal year indicated.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the New York Stock Exchange under the symbol “CFG.” As of February 4, 2025, our common stock was owned by 6,717 holders of record (including Cede & Co.) and approximately 484,000 beneficial shareholders whose shares were held in “street name” through a broker or bank.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the New York Stock Exchange under the symbol “CFG.” As of February 4, 2026, our common stock was owned by 6,410 holders of record (including Cede & Co.) and approximately 723,000 beneficial shareholders whose shares were held in “street name” through a broker or bank.
(2) On June 28, 2024, the Company announced that its Board of Directors increased the capacity under its common share repurchase program by an additional $656 million, which was incremental to the $594 million of capacity remaining under the prior February 2023 authorization.
(2) 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.
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.
Removed
The timing and exact amount of future share repurchases will be subject to various factors, including the Company’s capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory considerations.
Added
This graph shall not be deemed soliciting material or be filed with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Citizens Financial Group, Inc. under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

173 edited+72 added−52 removed117 unchanged
Biggest changeTable 2: Major Components of Net Interest Income Year Ended December 31, 2024 2023 Change (dollars in millions) Average Balance Income/ Expense Yield/ Rate Average Balance Income/ Expense Yield/ Rate Average Balance Yield/ Rate (bps) Assets Interest-bearing cash and due from banks and deposits in banks $9,566 $503 5.17 % $8,531 $451 5.22 % $1,035 (5) bps Taxable investment securities 44,627 1,658 3.71 39,437 1,162 2.94 5,190 77 Non-taxable investment securities 1 — 2.60 2 — 2.68 (1) (8) Total investment securities 44,628 1,658 3.71 39,439 1,162 2.94 5,189 77 Commercial and industrial 44,174 2,333 5.20 49,998 3,002 5.92 (5,824) (72) Commercial real estate 28,430 1,795 6.21 29,206 1,804 6.09 (776) 12 Total commercial 72,604 4,128 5.60 79,204 4,806 5.99 (6,600) (39) Residential mortgages 31,916 1,184 3.71 30,660 1,052 3.43 1,256 28 Home equity 15,603 1,231 7.89 14,475 1,092 7.54 1,128 35 Automobile 6,404 274 4.27 10,374 429 4.13 (3,970) 14 Education 11,340 613 5.41 12,333 621 5.04 (993) 37 Other retail 4,837 518 10.72 5,171 489 9.46 (334) 126 Total retail 70,100 3,820 5.45 73,013 3,683 5.04 (2,913) 41 Total loans and leases 142,704 7,948 5.52 152,217 8,489 5.53 (9,513) (1) Loans held for sale (1) 1,174 77 6.51 1,499 102 6.75 (325) (24) Interest-earning assets 198,072 10,186 5.10 201,686 10,204 5.02 (3,614) 8 Noninterest-earning assets 20,952 20,535 417 Total assets $219,024 $222,221 ($3,197) Liabilities and Stockholders’ Equity Checking with interest $32,943 $491 1.49 % $33,960 $446 1.31 % ($1,017) 18 Money market 53,053 1,705 3.21 51,178 1,494 2.92 1,875 29 Savings 27,100 476 1.76 29,266 433 1.48 (2,166) 28 Time 24,967 1,153 4.62 19,320 772 4.00 5,647 62 Total interest-bearing deposits 138,063 3,825 2.77 133,724 3,145 2.35 4,339 42 Short-term borrowed funds 252 15 5.73 746 43 5.70 (494) 3 Long-term borrowed funds 13,831 713 5.15 15,853 775 4.86 (2,022) 29 Total borrowed funds 14,083 728 5.16 16,599 818 4.89 (2,516) 27 Total interest-bearing liabilities 152,146 4,553 2.99 150,323 3,963 2.63 1,823 36 Noninterest-bearing demand deposits 36,457 41,581 (5,124) Other noninterest-bearing liabilities 6,466 6,711 (245) Total liabilities 195,069 198,615 (3,546) Stockholders’ equity 23,955 23,606 349 Total liabilities and stockholders’ equity $219,024 $222,221 ($3,197) Interest rate spread 2.11 % 2.39 % (28) Net interest income and net interest margin $5,633 2.84 % $6,241 3.09 % (25) Net interest income and net interest margin, FTE (2) $5,650 2.85 % $6,258 3.10 % (25) Memo: Total deposits (interest-bearing and noninterest-bearing demand) $174,520 $3,825 2.19 % $175,305 $3,145 1.79 % ($785) 40 bps (1) See Note 1 for information regarding updates to the Consolidated Balance Sheets during 2024.
Biggest changeTable 1: Major Components of Net Interest Income Year Ended December 31, 2025 2024 Change (dollars in millions) Average Balance Income/ Expense Yield/ Rate Average Balance Income/ Expense Yield/ Rate Average Balance Yield/ Rate (bps) Assets Interest-bearing cash and due from banks and deposits in banks $8,624 $367 4.20 % $9,566 $503 5.17 % ($942) (97) bps Taxable investment securities 46,449 1,713 3.69 44,627 1,658 3.71 1,822 (2) Non-taxable investment securities 1 — 2.60 1 — 2.60 — — Total investment securities 46,450 1,713 3.69 44,628 1,658 3.71 1,822 (2) Commercial and industrial 45,763 2,250 4.85 44,174 2,333 5.20 1,589 (35) Commercial real estate 26,079 1,509 5.71 28,430 1,795 6.21 (2,351) (50) Total commercial 71,842 3,759 5.16 72,604 4,128 5.60 (762) (44) Residential mortgages 33,800 1,334 3.95 31,916 1,184 3.71 1,884 24 Home equity 17,695 1,246 7.04 15,603 1,231 7.89 2,092 (85) Automobile 3,432 153 4.44 6,404 274 4.27 (2,972) 17 Education 9,075 533 5.87 11,340 613 5.41 (2,265) 46 Other retail 4,233 453 10.71 4,837 518 10.72 (604) (1) Total retail 68,235 3,719 5.45 70,100 3,820 5.45 (1,865) — Total loans and leases 140,077 7,478 5.30 142,704 7,948 5.52 (2,627) (22) Loans held for sale 1,897 105 5.55 1,174 77 6.51 723 (96) Interest-earning assets 197,048 9,663 4.88 198,072 10,186 5.10 (1,024) (22) Noninterest-earning assets 21,549 20,952 597 Total assets $218,597 $219,024 ($427) Liabilities and Stockholders’ Equity Checking with interest $34,397 $502 1.46 % $32,943 $491 1.49 % $1,454 (3) Savings 25,189 337 1.34 27,100 476 1.76 (1,911) (42) Money market 56,475 1,521 2.69 53,053 1,705 3.21 3,422 (52) Time 21,875 834 3.81 24,967 1,153 4.62 (3,092) (81) Total interest-bearing deposits 137,936 3,194 2.32 138,063 3,825 2.77 (127) (45) Short-term borrowed funds 601 22 3.62 252 15 5.73 349 (211) Long-term borrowed funds 11,656 594 5.09 13,831 713 5.15 (2,175) (6) Total borrowed funds 12,257 616 5.02 14,083 728 5.16 (1,826) (14) Total interest-bearing liabilities 150,193 3,810 2.54 152,146 4,553 2.99 (1,953) (45) Noninterest-bearing demand deposits 37,746 36,457 1,289 Other noninterest-bearing liabilities 5,557 6,466 (909) Total liabilities 193,496 195,069 (1,573) Stockholders’ equity 25,101 23,955 1,146 Total liabilities and stockholders’ equity $218,597 $219,024 ($427) Interest rate spread 2.34 % 2.11 % 23 Net interest income and net interest margin $5,853 2.97 % $5,633 2.84 % 13 Net interest income and net interest margin, FTE (1) $5,869 2.98 % $5,650 2.85 % 13 Memo: Total deposits (interest-bearing and noninterest-bearing demand) $175,682 $3,194 1.82 % $174,520 $3,825 2.19 % $1,162 (37) bps (1) Net interest income and net interest margin on an FTE basis are non-GAAP financial measures.
We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.
We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP financial measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.
The level of our net interest income is primarily a function of the difference between the effective yield on our average interest-earning assets and the effective cost of our interest-bearing liabilities.
The level of net interest income is primarily a function of the difference between the effective yield on our average interest-earning assets and the effective cost of our interest-bearing liabilities.
Liquidity Risk Liquidity risk is the risk arising from the inability to meet our obligations when they come due. We must maintain adequate funding to meet current and future obligations, including customer loan requests, deposit maturities and withdrawals, debt service, leases, and other cash commitments, under both normal operating conditions and periods of company-specific and/or market stress.
Liquidity risk is the risk arising from the inability to meet our obligations when they come due. We must maintain adequate funding to meet current and future obligations, including customer loan requests, deposit maturities and withdrawals, debt service, leases, and other cash commitments, under both normal operating conditions and periods of company-specific and/or market stress.
The business lines are responsible for performing regular risk assessments to identify and assess the material risks that arise in their area of responsibility, complying with relevant risk policies, testing and certifying the adequacy and effectiveness of their operational and financial reporting controls on a regular basis, establishing and documenting operating procedures, and establishing a governance structure for identifying and managing risk.
The business lines are responsible for performing regular risk assessments to identify and assess the material risks that arise in their area of responsibility, complying with relevant risk policies, testing and certifying the adequacy and effectiveness of operational and financial reporting controls on a regular basis, establishing and documenting operating procedures, and establishing a governance structure for identifying and managing risk.
Our consumer banking portfolio is comprised of five categories of loans to consumers: residential mortgages, home equity, education, automobile, and other retail. Residential Mortgages and Home Equity Residential mortgages are loans to consumers to purchase or refinance 1-4 family residential properties and are generally structured with repayment terms ranging from 15 to 30 years.
Our consumer banking portfolio is comprised of five retail categories of loans: residential mortgages, home equity, education, automobile, and other retail. Residential Mortgages and Home Equity Residential mortgages are loans to consumers to purchase or refinance 1-4 family residential properties and are generally structured with repayment terms ranging from 15 to 30 years.
The portfolio is diversified by property type and loan size, representing a significant portion of the credit risk management strategies employed for this portfolio. Subsequent to the origination, the Credit Review group provides an independent review and assessment of the quality of the underwriting and risk from new loan originations.
The portfolio is diversified by property type and loan size, representing a significant portion of the credit risk management strategies employed for this portfolio. Subsequent to origination, the Credit Review group provides an independent review and assessment of the quality of the underwriting and risk from new loan originations.
Under this rule, all of our client facing trades and associated hedges maintain a net low risk and qualify as “covered positions.” The internal management VaR measure is calculated based on the same population of trades that is utilized for regulatory VaR.
Under this rule, all of our client facing trades and associated hedges maintain a low net risk and qualify as “covered positions.” The internal management VaR measure is calculated based on the same population of trades that is utilized for regulatory VaR.
We maintain a contingency funding plan designed to ensure that liquidity sources are sufficient to meet ongoing obligations and commitments, particularly in a stressed environment or during a market disruption. The plan identifies members of the liquidity contingency team and provides a framework for management to follow, including notification and escalation of potential liquidity stress events.
In addition, we maintain a contingency funding plan designed to ensure that liquidity sources are sufficient to meet ongoing obligations and commitments, particularly in a stressed environment or during a market disruption. The plan identifies members of the liquidity contingency team and provides a framework for management to follow, including notification and escalation of potential liquidity stress events.
The variables and inputs may be idiosyncratically affected by risks to the economy, including changing monetary and fiscal policies, impacts from the recent stress on the banking industry, and their impact on inflationary trends. Changes in one or multiple of the key macroeconomic variables may have a material impact on our estimation of expected credit losses.
The variables and inputs may be idiosyncratically affected by risks to the economy, including changing monetary and fiscal policies, impacts from the recent stress on the banking industry, and inflationary trends. Changes in one or multiple of the key macroeconomic variables may have a material impact on our estimation of expected credit losses.
To illustrate the sensitivity, we applied a more pessimistic scenario than that described above which reflects deeper real GDP contraction across our two-year reasonable and supportable forecast period with peak unemployment of approximately 6.0% and start-to-trough real GDP decline of approximately 2.0%.
To illustrate the sensitivity, we applied a more pessimistic scenario than that described above which reflects deeper real GDP contraction across our two-year reasonable and supportable forecast period with peak unemployment of approximately 6.7% and start-to-trough real GDP decline of approximately 2.0%.
We use interest rate contracts as part of our ALM strategy to manage exposure to the variability in the interest cash flows on our floating-rate assets and wholesale funding, the variability in the fair value of AFS securities, and to hedge market risk on fixed-rate capital markets debt issuances.
We use interest rate derivative contracts as part of our ALM strategy to manage exposure to the variability in the interest cash flows on our floating-rate assets and wholesale funding, the variability in the fair value of AFS securities, and to hedge market risk on fixed-rate capital markets debt issuances.
CAPITAL AND REGULATORY MATTERS As a BHC and FHC, we are subject to regulation and supervision by the FRB. Our banking subsidiary, CBNA, is a national banking association primarily regulated by the OCC. Our regulation and supervision continues to evolve as the legal and regulatory frameworks governing our operations continue to change.
CAPITAL As a BHC and FHC, we are subject to regulation and supervision by the FRB. Our banking subsidiary, CBNA, is a national banking association primarily regulated by the OCC. Our regulation and supervision continues to evolve as the legal and regulatory frameworks governing our operations continue to change.
As the following table illustrates, our balance sheet is asset sensitive; net interest income would benefit from an increase in interest rates, while exposure to a decline in interest rates is within limits established and monitored by senior management.
As the following table illustrates, our balance sheet is slightly asset sensitive; net interest income would benefit from an increase in interest rates, while exposure to a decline in interest rates is within limits established and monitored by senior management.
Liquidity Risk Management and Governance Liquidity risk is measured and managed by the Funding and Liquidity unit within our Treasury group in accordance with policy guidelines promulgated by our Board and the Asset Liability Committee. The Funding and Liquidity unit is responsible for maintaining a liquidity management framework that effectively manages liquidity risk.
Liquidity risk is measured and managed by the Funding and Liquidity unit within our Treasury group in accordance with policy guidelines promulgated by our Board and the Asset Liability Committee. The Funding and Liquidity unit is responsible for maintaining a liquidity management framework that effectively manages liquidity risk.
Credit Risk Management Credit risk represents the potential for loss arising from the failure of a customer, counterparty, or issuer to perform in accordance with the contractual terms of an obligation.
Credit Risk Credit risk represents the potential for loss arising from the failure of a customer, counterparty, or issuer to perform in accordance with the contractual terms of an obligation.
For additional information regarding the ACL, see Note 6. Goodwill The acquisition method of accounting requires that assets acquired and liabilities assumed in business combinations are recorded at fair value. Business combinations typically result in goodwill, which is subject to ongoing periodic impairment tests based on the fair values of the reporting units to which the goodwill has been attributed.
For additional information regarding the ACL, see Note 4. Goodwill The acquisition method of accounting requires that assets acquired and liabilities assumed in business combinations are recorded at fair value. Business combinations typically result in goodwill, which is subject to ongoing periodic impairment tests based on the fair values of the reporting units to which the goodwill has been attributed.
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 3,100 ATMs and more than 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.
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 3,100 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.
The consideration of these qualitative items results in adjustments to amounts included in our ACL for each loan portfolio. The qualitative component of the ACL as of December 31, 2024 did not change significantly from December 31, 2023. Loans and leases that do not share similar risk characteristics are individually assessed for expected credit losses.
The consideration of these qualitative items results in adjustments to amounts included in our ACL for each loan portfolio. The qualitative component of the ACL as of December 31, 2025 did not change significantly from December 31, 2024. Loans and leases that do not share similar risk characteristics are individually assessed for expected credit losses.
Citizens Financial Group, Inc. | 74 Trading Risk We are exposed to market risk primarily through client facilitation activities from certain derivative and foreign exchange products as well as underwriting and market making activities. Market risk exposure arises from fluctuations in interest rates, basis spreads, volatility, foreign exchange rates, equity prices, and credit spreads across various financial instruments.
Citizens Financial Group, Inc. | 64 Trading Risk We are exposed to market risk primarily through client facilitation activities from certain derivative and foreign exchange products as well as underwriting and market making activities. Market risk exposure arises from fluctuations in interest rates, basis spreads, volatility, foreign exchange rates, equity prices, and credit spreads across various financial instruments.
At December 31, 2024, goodwill totaled $8.2 billion and is assigned to our reporting units as follows: $5.5 billion to Commercial Banking and $2.7 billion to Consumer Banking. The process of evaluating the fair value of a reporting unit is subjective, involving management assumptions, estimates and forecasts, and the use of external or internal valuations.
At December 31, 2025, goodwill totaled $8.2 billion and is assigned to our reporting units as follows: $5.5 billion to Commercial Banking and $2.7 billion to Consumer Banking. The process of evaluating the fair value of a reporting unit is subjective, involving management assumptions, estimates and forecasts, and the use of external or internal valuations.
Third Line of Defense Our Internal Audit function is the third line of defense providing independent assurance of the effectiveness of our internal controls and governance practices so that risk is managed appropriately for the size, complexity, and risk profile of the organization. Internal Audit has complete and unrestricted access to all of our records, physical properties and personnel.
Third Line of Defense Our Internal Audit function is the third line of defense and provides independent assurance of the effectiveness of our internal controls and governance practices so that risk is managed appropriately for the size, complexity, and risk profile of the organization. Internal Audit has complete and unrestricted access to all of our records, physical properties and personnel.
We have established enterprise-wide policies and methodologies to identify, measure, monitor and report on market risk. We actively manage both trading and non-trading market risks. See “Market Risk” for further information. Our risk appetite is reviewed and approved annually by the Board Risk Committee.
We have established enterprise-wide policies and methodologies to identify, measure, monitor, and report on market risk, actively managing both trading and non-trading market risks. See “Market Risk” for further information. Our risk appetite is reviewed and approved annually by the Board Risk Committee.
Citizens Financial Group, Inc. | 76 VaR Model Review and Validation Our market risk measurement models are independently reviewed and subject to ongoing performance analysis by the model owners. This independent review and validation focuses on model methodology, market data and performance and is the responsibility of Citizens’ Model Risk Management and Validation team.
Citizens Financial Group, Inc. | 66 VaR Model Review and Validation Our market risk measurement models are independently reviewed and subject to ongoing performance analysis by the model owners. This independent review and validation focuses on model methodology, market data, and performance and is the responsibility of Citizens’ Model Risk Management and Validation team.
Valuation techniques include discounted cash flow and market approach analysis. In the fourth quarter of 2024, the quantitative impairment test estimated the fair value of the reporting units using an equal weighting of an income approach (i.e., discounted cash flows method) and market-based approach (i.e., the guideline public company method).
Valuation techniques include discounted cash flow and market approach analysis. In the fourth quarter of 2025, the quantitative impairment test estimated the fair value of the reporting units using an equal weighting of an income approach (i.e., discounted cash flows method) and market-based approach (i.e., the guideline public company method).
This centralized risk function is independent from the business and is accountable for overseeing and challenging our business lines on the effective management of their risks including, but not limited to, credit, market, operational, regulatory, reputational, interest rate, liquidity, legal and strategic risks.
This centralized risk function is independent from the business and is responsible for overseeing and challenging our business lines on the effective management of their risks including, but not limited to, credit, market, operational, regulatory, reputational, interest rate, liquidity, legal, and strategic risks.
For more information regarding CBNA’s special assessment, see “Regulation and Supervision - Deposit Insurance” in Item 1. Citizens Financial Group, Inc. | 44 Provision for Credit Losses The provision for credit losses is the result of a detailed analysis performed to estimate our ACL.
For more information regarding CBNA’s special assessment, see “Regulation and Supervision - Deposit Insurance” in Item 1. Citizens Financial Group, Inc. | 43 Provision for Credit Losses The provision for credit losses is the result of a detailed analysis performed to estimate our ACL.
As described in Note 6, the ACL is maintained at a level the Company believes to be appropriate to absorb expected lifetime credit losses over the contractual life of a loan or lease and on unfunded lending commitments, inclusive of recoveries.
As described in Note 4, the ACL is maintained at a level the Company believes to be appropriate to absorb expected lifetime credit losses over the contractual life of a loan or lease and on unfunded lending commitments, inclusive of recoveries.
Citizens Financial Group, Inc. | 67 Lending authority is granted to each first line approver by the second line of defense credit risk function to ensure proper oversight of the underwriting teams. We periodically evaluate the performance of each first line approver and annually reauthorize their delegated authority.
Citizens Financial Group, Inc. | 51 Lending authority is granted to each first line approver by the second line of defense credit risk function to ensure proper oversight of the underwriting teams. We periodically evaluate the performance of each first line approver and annually reauthorize their delegated authority.
Assumptions are used to estimate the fair value of items for which an observable active market does not exist and include discount rates, rates of return on assets, repayment rates, cash flows, default rates, costs of servicing and liquidation values.
Assumptions are used to estimate the fair value of items for which an observable active market does not exist and include discount rates, rates of return on assets, repayment rates, MSR prepayment rates, cash flows, default rates, costs of servicing, and liquidation values.
Based on this quantitative assessment, we concluded that the estimated fair value of the Consumer Banking and Commercial Banking reporting units exceeded their carrying value; therefore, goodwill is not impaired. For additional information regarding Goodwill, see Note 10.
Based on this quantitative assessment, we concluded that the estimated fair value of the Consumer Banking and Commercial Banking reporting units exceeded their carrying value; therefore, goodwill is not impaired. For additional information regarding Goodwill, see Note 8.
A key aspect of our Board’s responsibility as the main decision-making body is setting our risk appetite to ensure that the levels of risk that we are willing to accept in the attainment of our strategic business and financial objectives are clearly understood.
A key aspect of our Board’s responsibility as the main decision-making body is setting our risk appetite to ensure that the level of risk that we are willing to accept in the attainment of our strategic business and financial objectives is clearly understood.
Fair Value We assess the fair value of assets and liabilities by applying various valuation methodologies which may involve a significant degree of judgment, particularly when active markets do not exist for the items being valued. Quoted market prices are used to estimate the fair value of certain assets such as trading assets, investment securities and residential real estate LHFS.
We assess the fair value of assets and liabilities by applying various valuation methodologies which may involve a significant degree of judgment, particularly when active markets do not exist for the items being valued. Quoted market prices are used to estimate the fair value of certain assets such as trading assets, investment securities, and residential mortgage LHFS.
Basel III capital framework and its related application, see the “Regulation and Supervision” section in Item 1. The table below presents the regulatory capital ratios for CFG and CBNA under the U.S. Basel III Standardized rules: Table 22: Regulatory Capital Ratios Under the U.S.
Basel III capital framework and its related application, see the “Regulation and Supervision” section in Item 1. The table below presents the regulatory capital ratios for CFG and CBNA under the U.S. Basel III Standardized rules: Table 24: Regulatory Capital Ratios Under the U.S.
Headquartered in Providence, Rhode Island, we offer a broad range of retail 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.
Headquartered in Providence, Rhode Island, 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.
Reporting to the Executive Risk Committee are the following committees covering specific areas of risk: Compliance and Operational Risk, Model Risk, Credit Policy, Asset Liability, Business Initiatives Review, and Conduct and Ethics. Risk Framework Our risk management framework is embedded in our business through a “Three Lines of Defense” model which defines responsibilities and accountabilities for risk management activities.
Reporting to the Executive Risk Committee are the following committees covering specific areas of risk: Compliance and Operational Risk, Model Risk, Credit Policy, Asset Liability, Business Initiatives Review, and Conduct and Ethics. Risk Framework Our risk management framework is embedded in our business through a “Three Lines of Defense” model that defines responsibilities for risk management activities.
Under the income approach, cash flow projections are based on multi-year financial forecasts developed for each reporting unit that consider key business drivers such as new business initiatives, customer retention standards, market share changes, anticipated loan and deposit growth, fees and expenses, forward interest rates, historical performance, credit performance, and industry and economic trends, among other considerations.
Citizens Financial Group, Inc. | 74 Under the income approach, cash flow projections are based on multi-year financial forecasts developed for each reporting unit that consider key business drivers such as new business initiatives, customer retention standards, market share changes, anticipated loan and deposit growth, fees and expenses, forward interest rates, historical performance, credit performance, and industry and economic trends, among other considerations.
First Line of Defense The business lines, including their associated support functions, are the first line of defense and are accountable for identifying, assessing, managing, and controlling the risks associated with the products and services they provide.
First Line of Defense The business lines, including their associated support functions, are the first line of defense and are responsible for identifying, assessing, managing, and controlling the risks associated with the products and services they provide.
LTV is the ratio of the loan’s outstanding principal balance to the current property value estimate. For home equity and second mortgages, CLTV is the ratio of the first mortgage original principal balance and the second lien outstanding principal balance combined to the current property value estimate.
For home equity and second mortgages, CLTV is the ratio of the first mortgage original principal balance and the second lien outstanding principal balance combined to the current property value estimate.
As part of our overall risk management strategy we enter into various free-standing derivatives, such as interest rate swaps, interest rate swaptions, interest rate futures and forward contracts to purchase mortgage-backed securities to economically hedge the changes in fair value of our MSRs.
As part of our overall risk management strategy we enter into various freestanding derivatives, such as interest rate swaps, interest rate swaptions, interest rate futures, and forward contracts to purchase mortgage-backed securities to economically hedge the changes in fair value of our MSRs.
Treasuries and mortgage-backed securities issued by GNMA and GSEs represented 98% of the fair value of our debt securities portfolio, with approximately $36.0 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.
Treasuries and mortgage-backed securities issued by GNMA and GSEs represented 98% of the fair value of our debt securities portfolio, with approximately $39.1 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.
As an institution subject to Category IV standards, we are subject to biennial supervisory stress testing in even-numbered years. Our SCB associated with the 2024 CCAR supervisory stress test was 4.5%, effective October 1, 2024 through September 30, 2025.
As an institution subject to Category IV standards, we are subject to biennial supervisory stress testing in even-numbered years. Our SCB associated with the 2024 supervisory stress test was 4.5%, effective through September 30, 2025.
We also assess whether there are any declines in fair value below the carrying value of assets that require recognition of a loss in the Consolidated Statements of Operations, including certain investments, loans, goodwill, and core deposit and other intangible assets. For additional information regarding our fair value measurements, see Note 20.
We also assess whether there are any declines in fair value below the carrying value of assets that require recognition of a loss in the Consolidated Statements of Operations, including certain investments, other LHFS, goodwill, and core deposit and other intangible assets. For additional information regarding our fair value measurements, see Note 18.
For more information on the aging of accruing and nonaccrual retail loans, and the distribution of retail loans by vintage date and FICO score, see Note 6.
For more information on the aging of accruing and nonaccrual retail loans and the distribution of retail loans by vintage date and FICO score, see Note 4.
The primary factors considered in commercial credit approvals are the financial strength of the borrower, assessment of the borrower’s management capabilities, cash flows from operations, industry sector trends, type and sufficiency of collateral, type of exposure, geography, transaction structure including loan covenants, and the general economic outlook.
Citizens Financial Group, Inc. | 53 The primary factors considered in commercial credit approvals are the financial strength of the borrower, assessment of the borrower’s management capabilities, cash flows from operations, industry sector trends, type and sufficiency of collateral, type of exposure, geography, transaction structure including loan covenants, and the general economic outlook.
Excluding consideration of qualitative adjustments, this scenario would result in a quantitative lifetime loss estimate of approximately 1.2x our modeled period-end ACL, or an increase of approximately $400 million. This analysis relates only to the modeled credit loss estimate and not to the overall period-end ACL, which includes qualitative adjustments.
Excluding consideration of qualitative adjustments, this scenario would result in a quantitative lifetime loss estimate of approximately 1.4x our modeled period-end ACL, or an increase of approximately $700 million. This analysis relates only to the modeled credit loss estimate and not to the overall period-end ACL, which includes qualitative adjustments.
Table 26: Sensitivity of Net Interest Income Estimated % Change in Net Interest Income over 12 Months December 31, Basis points 2024 2023 Instantaneous Change in Interest Rates +200 1.8 % — % +100 1.1 0.5 -100 (1.3) (1.5) -200 (3.3) (3.0) Gradual Change in Interest Rates +200 2.2 % 0.4 % +100 1.0 0.5 -100 (0.9) (1.0) -200 (1.8) (1.9) We continue to manage asset sensitivity within the scope of our policy, changing market conditions and changes in our balance sheet.
Table 20: Sensitivity of Net Interest Income Estimated % Change in Net Interest Income over 12 Months December 31, Basis points 2025 2024 Gradual Change in Interest Rates +200 2.0 % 2.2 % +100 1.0 1.0 -100 (1.1) (0.9) -200 (2.4) (1.8) Instantaneous Change in Interest Rates +200 1.8 % 1.8 % +100 1.1 1.1 -100 (1.9) (1.3) -200 (4.8) (3.3) We continue to manage asset sensitivity within the scope of our policy, changing market conditions, and changes in our balance sheet.
Citizens Financial Group, Inc. | 68 Education The education portfolio is primarily comprised of two products, in-school loans and education refinance loans.
Citizens Financial Group, Inc. | 52 Education The education portfolio is primarily comprised of two products, in-school loans and education refinance loans.
(2) Included in other assets in the Consolidated Balance Sheets. The primary objective of our securities portfolio is to provide a readily available source of liquidity. The portfolio primarily includes high quality, highly liquid investments reflecting our ongoing commitment to maintain strong contingent liquidity levels and pledging capacity. As of December 31, 2024, U.S.
(2) Included in Other assets in the Consolidated Balance Sheets. The primary objective of our securities portfolio is to provide a readily available source of liquidity. The portfolio primarily includes high-quality and highly liquid investments that reflect our ongoing commitment to maintain strong contingent liquidity levels and pledging capacity. As of December 31, 2025, U.S.
Refer to “Market Risk Regulatory Capital” below for details of our ten-day VaR metrics for the quarters ended December 31, 2024 and 2023. Citizens Financial Group, Inc. | 75 Market Risk Regulatory Capital The U.S. banking regulators’ “Market Risk Rule” covers the calculation of market risk capital.
Refer to “Market Risk Regulatory Capital” below for details of our ten-day VaR metrics for the quarters ended December 31, 2025 and 2024. Citizens Financial Group, Inc. | 65 Market Risk Regulatory Capital The U.S. banking regulators’ “Market Risk Rule” covers the calculation of market risk capital.
Credit Review reports to the Chief Audit Executive and provides the Board, senior management and other stakeholders with independent assurance on the quality of credit portfolios and adherence to agreed Credit Risk Appetite and Credit Policies and processes.
Credit Review reports to the Chief Risk Officer and provides the Board, senior management, and other stakeholders with independent assurance on the quality of credit portfolios and adherence to agreed Credit Risk Appetite and Credit Policies and processes.
The multiplication factor, which increases from a minimum of three to a maximum of four, depending on the number of exceptions, did not change during 2024 based on the Company’s two observed exceptions during the year.
The multiplication factor, which increases from a minimum of three to a maximum of four, depending on the number of exceptions, did not change during 2025 based on the Company’s three observed exceptions during the year.
Citizens Financial Group, Inc. | 69 Credit exposure to individual borrowers is managed by policy guidelines based on the perceived risk of each borrower, or related group of borrowers, with concentration risk managed through limits on industry sectors, asset classes and loan quality factors.
Credit exposure to individual borrowers is managed by policy guidelines based on the perceived risk of each borrower, or related group of borrowers, with concentration risk managed through limits on industry sectors, asset classes, and loan quality factors.
Both macro- and loan-level stress-test scenarios based on existing and forecasted market conditions are part of the ongoing portfolio management process for the CRE portfolio. Ongoing portfolio-level reviews are performed that generate action plans based on occupancy levels or leasing revenues associated with the projects being reviewed.
Citizens Financial Group, Inc. | 55 Both macro- and loan-level stress-test scenarios based on existing and forecasted market conditions are part of the ongoing portfolio management process for the CRE portfolio. Ongoing portfolio-level reviews are performed that generate action plans based on occupancy levels or leasing revenues associated with the projects being reviewed.
In line with its procedures and regulatory expectations, the Credit Review function undertakes a program of portfolio testing, assessing and reporting through four Risk Pillars of Asset Quality, Rating and Data Integrity, Risk Management and Credit Risk Appetite. Risk Appetite Risk appetite is a strategic business and risk management tool.
In line with its procedures and regulatory expectations, the Credit Review function undertakes a program of portfolio testing, assessing and reporting through four Risk Pillars of Asset Quality, Rating and Data Integrity, Risk Management, and Credit Risk Appetite.
For additional information regarding the ACL, see “Critical Accounting Estimates — Allowance for Credit Losses” and Note 6.
For additional information regarding the ACL, see “Critical Accounting Estimates – Allowance for Credit Losses” and Note 4.
During the year ended December 31, 2024, the Parent Company repurchased $1.1 billion of its outstanding common stock. CBNA Liquidity As CBNA’s primary business involves taking deposits and making loans, a key role of liquidity management is to ensure that customers have timely access to funds.
During the years ended December 31, 2025 and 2024, the Parent Company repurchased $600 million and $1.1 billion, respectively, of its outstanding common stock. CBNA Liquidity As CBNA’s primary business involves taking deposits and making loans, a key role of liquidity management is to ensure that customers have timely access to funds.
As a BHC, our SCB of 4.5% is imposed on top of the three minimum risk-based capital ratios listed above and a CCB of 2.5% is imposed on top of the three minimum risk-based capital ratios listed above for CBNA. Citizens Financial Group, Inc. | 56 For additional discussion of the U.S.
As a BHC, our SCB of 4.5% is imposed on top of the three minimum risk-based capital ratios listed above and a CCB of 2.5% is imposed on top of the three minimum risk-based capital ratios listed above for CBNA. For additional discussion of the U.S.
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, capital impacts of strategic initiatives, market conditions, and regulatory considerations.
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.
Table 30: Results of Modeled and Non-Modeled Measures for Regulatory Capital Calculations (dollars in millions) For the Three Months Ended December 31, 2024 For the Three Months Ended December 31, 2023 Market Risk Category Period End Average High Low Period End Average High Low Interest Rate $2 $1 $3 $1 $3 $3 $5 $2 Foreign Exchange Currency Rate — — — — — — 2 — Credit Spread 2 2 2 1 1 1 2 1 Commodity — — — — — — — — General VaR 3 2 3 1 4 4 6 3 Specific Risk VaR — — — — — — — — Total VaR $3 $2 $3 $1 $4 $4 $6 $3 Stressed General VaR $7 $7 $12 $4 $4 $7 $14 $3 Stressed Specific Risk VaR — — — — — — — — Total Stressed VaR $7 $7 $12 $4 $4 $7 $14 $3 Market Risk Regulatory Capital $28 $33 Specific Risk Not Modeled Add-on 25 17 de Minimis Exposure Add-on — 1 Total Market Risk Regulatory Capital $53 $51 Market Risk-Weighted Assets $665 $643 Stressed VaR SVaR is an extension of VaR and utilizes a longer historical look-back horizon, fixed from January 3, 2005, to identify headline risks from more volatile periods and to provide a counterbalance to VaR, which may be low during periods of low volatility.
Table 22: Results of Modeled and Non-Modeled Measures for Regulatory Capital Calculations (dollars in millions) For the Three Months Ended December 31, 2025 For the Three Months Ended December 31, 2024 Market Risk Category Period End Average High Low Period End Average High Low Interest Rate $1 $1 $1 $1 $2 $1 $3 $1 Foreign Exchange Currency Rate — — 4 — — — — — Credit Spread 1 1 1 — 2 2 2 1 Commodity — — — — — — — — General VaR 1 2 4 1 3 2 3 1 Specific Risk VaR — — — — — — — — Total VaR $1 $2 $4 $1 $3 $2 $3 $1 Stressed General VaR $9 $5 $9 $4 $7 $7 $12 $4 Stressed Specific Risk VaR — — — — — — — — Total Stressed VaR $9 $5 $9 $4 $7 $7 $12 $4 Market Risk Regulatory Capital $21 $28 Specific Risk Not Modeled Add-on 27 25 de Minimis Exposure Add-on 2 — Total Market Risk Regulatory Capital $50 $53 Market Risk-Weighted Assets $621 $665 Stressed VaR SVaR is an extension of VaR and utilizes a longer historical look-back horizon, fixed from January 3, 2005, to identify headline risks from more volatile periods and to provide a counterbalance to VaR, which may be low during periods of low volatility.
There are differences in the timing and drivers of rate changes reflecting the maturity and/or repricing of assets and liabilities. There may also be differences in the drivers of rate changes.
There are differences in the timing and drivers of rate changes reflecting the maturity and/or repricing of assets and liabilities.
For further discussion of the use of our securities as liquidity collateral and liquidity requirements, see the “Liquidity Risk Management and Governance” and “Regulation and Supervision — Liquidity Requirements” sections in this document.
For further discussion of the use of our securities as liquidity collateral and liquidity requirements, see the “Liquidity Risk” and “Regulation and Supervision – Liquidity Requirements” sections in this document.
Citizens Financial Group, Inc. | 70 Appraisal values are obtained in conjunction with all originations and renewals, and on an as-needed basis, to both comply with regulatory requirements and to ensure appropriate decisions regarding the ongoing management of the portfolio with respect to changing market conditions.
Appraisal values are obtained in conjunction with all originations and renewals, and on an as-needed basis, to comply with regulatory requirements and to ensure appropriate decisions regarding the ongoing management of the portfolio with respect to changing market conditions.
For further discussion, refer to the “Market Risk” and “Risk Governance” sections of this report. Citizens Financial Group, Inc. | 41 The following table presents the major components of our net interest income. Average balance represents amortized cost, excluding the unamortized basis adjustments related to the transfer of certain HTM securities from AFS, and LHFS.
For further discussion, refer to the “Market Risk” section of this report. Citizens Financial Group, Inc. | 40 The following table presents the major components of our net interest income. Average balance represents amortized cost, excluding the unamortized basis adjustments related to the transfer of certain HTM securities from AFS.
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.
Citizens Financial Group, Inc. | 70 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.
See Note 13 for more details on our outstanding subordinated debt.
See Note 11 for more details on our outstanding subordinated debt.
Citizens Financial Group, Inc. | 40 RESULTS OF OPERATIONS — 2024 compared with 2023 Net Interest Income Net interest income is our largest source of revenue and is the difference between the interest earned on interest-earning assets (generally loans and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds).
Citizens Financial Group, Inc. | 39 CONSOLIDATED STATEMENT OF OPERATIONS ANALYSIS – 2025 compared with 2024 Net Interest Income Net interest income is our largest source of revenue and is the difference between the interest earned on interest-earning assets (generally loans and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds).
We define our risk appetite as the maximum limit of acceptable risk beyond which we could be unable to achieve our strategic objectives and capital adequacy obligations. Citizens Financial Group, Inc. | 66 Our principal non-market risks include credit, operational, regulatory, reputational, liquidity and strategic risks.
Risk Appetite Risk appetite is a strategic business and risk management tool that we define as the maximum limit of acceptable risk beyond which we could be unable to achieve our strategic objectives and capital adequacy obligations. Citizens Financial Group, Inc. | 50 Our principal non-market risks include credit, operational, regulatory, reputational, liquidity, and strategic risks.
The primary sources of bank liquidity include deposits from our consumer and commercial customers; payments of principal and interest on loans and debt securities; and wholesale borrowings, as needed, and as described under “Liquidity Risk Management and Governance.” The primary uses of bank liquidity include withdrawals and maturities of deposits; payment of interest on deposits; funding of loans and related commitments; and funding of securities purchases.
The primary sources of bank liquidity include deposits from our consumer and commercial customers; payments of principal and interest on loans and debt securities; and wholesale borrowings, as needed. The primary uses of bank liquidity include withdrawals and maturities of deposits; payment of interest on deposits; funding of loans and related commitments; and funding of securities purchases.
The discount rates are also calibrated based on risks related to the projected cash flows of each reporting unit. Citizens Financial Group, Inc. | 63 We performed a quantitative goodwill impairment assessment in the fourth quarter of 2024 as part of our annual impairment assessment.
The discount rates are also calibrated based on risks related to the projected cash flows of each reporting unit. We performed a quantitative goodwill impairment assessment in the fourth quarter of 2025 as part of our annual impairment assessment.
Market Risk Measurement We use VaR as a statistical measure for estimating the potential exposure of our traded market risk in normal market conditions. Our VaR framework for risk management and regulatory reporting is the same.
Market Risk Measurement We use VaR as a statistical measure for estimating the potential exposure of our traded market risk in normal market conditions, with our VaR framework identical for both risk management and regulatory reporting purposes.
Basel III capital framework, we and our banking subsidiary, CBNA, must meet the following specific minimum 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%.
Regulatory Capital Ratios and Capital Composition Under the current U.S. Basel III capital framework, we, and our banking subsidiary, CBNA, must meet the following specific minimum 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%.
The table below presents the sensitivity of net interest income to various parallel yield curve shifts from the market implied forward yield curve. Our policies involve measuring exposures as a percentage change in net interest income over the next year due to either instantaneous or gradual parallel changes in rates relative to the market implied forward yield curve.
Our policies involve measuring exposures as a percentage change in net interest income over the next year due to either instantaneous or gradual parallel changes in rates relative to the market implied forward yield curve.
For Commercial Banking, risk management includes defined credit products and policies and is separated into commercial and industrial loans, CRE and leases. Separate verticals are established within commercial and industrial loans and leases for certain specialty products.
Commercial Our commercial banking portfolio consists of traditional commercial and industrial loans, commercial leases, and commercial real estate loans. For Commercial Banking, risk management includes defined credit products and policies and is separated into commercial and industrial loans, CRE, and leases. Separate verticals are established within commercial and industrial loans and leases for certain specialty products.
Historical information, such as financial statements for commercial customers or consumer credit ratings, may not be as relevant in estimating future expected losses as forecasted inputs to the models during volatile economic time periods. Management additionally considers qualitative factors in determining the adequacy of the ACL.
Historical information, such as financial statements for commercial customers or consumer credit ratings, may not be as relevant in estimating future expected credit losses as forecasted inputs to the models during volatile economic time periods.
(2) Includes Georgia, Maryland, North Carolina, South Carolina and Virginia. Citizens Financial Group, Inc. | 54 Retail Loan Asset Quality We utilize credit scores provided by FICO, which are generally refreshed on a quarterly basis, and payment and delinquency status, among other data points, to monitor credit quality for retail loans.
(2) Includes Georgia, Maryland, North Carolina, South Carolina and Virginia. Citizens Financial Group, Inc. | 57 Loan Asset Quality Delinquency We utilize credit scores provided by FICO and payment and delinquency status, among other data points, to monitor credit quality for retail loans.
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 December 31, 2024, CFG’s CET1 and tier 1 capital ratios increased compared to December 31, 2023.
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. Citizens Financial Group, Inc. | 71 At December 31, 2025, CFG’s CET1, Tier 1, and Total capital ratios decreased compared to December 31, 2024.
As of December 31, 2024, the portfolio’s average effective duration, including recent hedging actions to reduce duration, was 3.7 years compared to 3.9 years as of December 31, 2023.
As of December 31, 2025, the portfolio’s average effective duration, including hedging actions to reduce duration, was 3.8 years compared with 3.7 years as of December 31, 2024.
The secondary source of our interest rate risk is driven by longer term rates comprising the rollover or reinvestment risk on fixed-rate loans, as well as prepayment risk on mortgage-related loans and securities funded by non-rate sensitive deposits and equity. Another important source of structural interest rate risk relates to the potential exercise of explicit or embedded options.
The secondary source of our interest rate risk is driven by longer term rates comprising the rollover or reinvestment risk on fixed-rate loans, as well as prepayment risk on mortgage-related loans and securities funded by non-rate sensitive deposits and equity.
Our Parent Company’s cash and cash equivalents represent a source of liquidity that can be used to meet various needs and totaled $2.7 billion and $2.9 billion as of December 31, 2024 and 2023, respectively.
Citizens Financial Group, Inc. | 68 Our Parent Company’s cash and cash equivalents represent a source of liquidity that can be used to meet various needs and totaled $2.3 billion and $2.7 billion as of December 31, 2025 and 2024, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Quantitative and qualitative disclosures about market risk are presented in the “Market Risk” section of Part II, Item 7 and is incorporated herein by reference. Citizens Financial Group, Inc. | 80
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Quantitative and qualitative disclosures about market risk are presented in the “Market Risk” section of Part II, Item 7 and is incorporated herein by reference. Citizens Financial Group, Inc. | 78

Other CFG 10-K year-over-year comparisons