AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · The deposit franchise has current economic value, but lower entry barriers and lower-cost digital alternatives make its structural protection weak. No durable peer-relative cost lead is demonstrated.
durability · 1/4 · Recent funding improvement does not establish persistence across cycles. Rate-based competition and penalty-free withdrawals leave the benefit fragile.
customer dependency · 1/4 · Growing balances support demand, but customer dependency is weakly evidenced. Most consumer loans and deposits permit penalty-free exits; operational switching friction is not quantified.
erosion resilience · 2/4 · Deposit growth and lower funding rates demonstrate recent competitive resilience despite entry pressure. They do not establish durable resistance to lower-cost alternatives.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · First-half total deposit rates fell from 1.86% to 1.62% while average deposits grew; loan yields increased slightly. Outcomes are favorable but mixed with funding composition, market rates, repricing and hedging effects.
retention · 2/4 · Higher deposit balances alongside lower paid rates provide indirect evidence of continuing demand. New customer acquisition cannot be separated from retention, and penalty-free withdrawal rights limit protection.
margin resilience · 2/4 · First-half net interest margin improved from 2.91% to 3.15%, and efficiency improved. This demonstrates recent resilience, but swap effects and asset repricing prevent attributing the result solely to pricing power.
contractual freedom · 1/4 · Competitive demand constrains deposit pricing, and consumer prepayment and withdrawal rights weaken the ability to preserve economics through existing contracts. Detailed unilateral repricing rights are not supplied.
Predictability59
Financial-sector stability over five consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 9.54
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 28.76
Financial strength—
Insufficient current sector evidence for every criterion; no category score is inferred.
capital adequacy · — · The year-end 2025 CET1 ratio is 10.6%, and a footnote identifies CFG's 4.5% stress capital buffer. Complete applicable minimum ratios and June 2026 regulatory capital figures are missing, preventing a supported adequacy or headroom assessment.
liquidity funding · 2/4 · Deposit growth, reduced brokered funding and $78.3 billion of unused secured borrowing capacity support liquidity. Increased FHLB usage and the disclosed shift toward uninsured Private Bank operating accounts temper the assessment; current concentration detail is incomplete.
asset liability risk · 2/4 · Lower provision expense and improved portfolio mix are favorable. The $2.2 billion allowance still reflects economic uncertainty and targeted risks; first-half AOCI deteriorated, and structural repricing mismatch remains. Missing loss and sensitivity tables limit precision.
earnings resilience · 3/4 · First-half net income increased to $1.104 billion from $809 million, with higher net interest and fee income and improved efficiency. Positive common earnings across the disclosed historical years reinforce resilience, although results remain cyclical and rate-sensitive.
Capital allocation50
Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital efficiency · 2/4 · ROTCE improved to 11.20% in 2025 and 12.2% in first-quarter 2026, but remained below some earlier annual results. ROTCE uses tangible common equity excluding goodwill and other intangibles; it is not a return on total regulatory capital.
distributions and buffers · 2/4 · First-half 2026 common dividends of $396 million, preferred dividends of $66 million and buybacks of $525 million were collectively below $1.104 billion net income. Equity nevertheless declined slightly with AOCI losses. Regulatory restrictions are disclosed, but current capital headroom cannot be verified.
dilution and cost · 2/4 · Outstanding shares fell from about 429.2 million to 422.7 million during first-half 2026, demonstrating net dilution control through repurchases. Buybacks consumed capital, while annual share-based compensation expense rose to $120 million in 2025 from $97 million in 2024.
investment discipline · 2/4 · Private Bank and wealth hiring coincides with deposit and fee growth, while portfolio runoff supports lower provisions. These are favorable but indirect investment outcomes; initiative-level returns and renewable energy investment returns are not disclosed, and unfunded commitments remain.
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Portfolio runoff and funding optimization coincide with lower provisions and deposit growth. First-half distributions were below net income, but current regulatory headroom and full investment returns are unavailable.
incentive alignment · 2/4 · An approved PSU payout below target and hedging restrictions demonstrate actual alignment mechanisms. Normalized performance metrics and granted off-cycle succession awards opposed by shareholders temper the assessment; ownership amounts are missing.
execution · 3/4 · Deposit and fee growth, improving efficiency and lower provisions demonstrate strong recent execution despite investment-related expense growth. Attribution to individual initiatives is indirect, and long-term Private Bank returns remain unproven.
governance · 2/4 · Independent compensation committee membership and hedging restrictions support oversight. Shareholder opposition to actual off-cycle awards and disclosed anti-takeover provisions provide counterweights; later voting outcomes are not supplied.
Evidence
| 11 Six Months Ended June 30, 2026 2025 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 $10,461 $194 3.69 % $8,155 $181 4.41 % $2,306 (72) bps Taxable investment securities 47,511 870 3.67 46,304 846 3.66 1,207 1 Non-taxable investment securities 1 — 2.60 1 — 2.60 — — Total investment securities 47,512 870 3.67 46,305 846 3.66 1,207 1 Commercial and industrial 51,183 1,351 5.25 44,271 1,064 4.78 6,912 47 Commercial real estate 24,367 661 5.39 26,749 771 5.73 (2,382) (34) Total commercial 75,550 2,012 5.30 71,020 1,835 5.14 4,530 16 Residential mortgages 35,442 720 4.06 33,147 645 3.89 2,295 17 Home equity 19,555 626 6.45 16,988 601 7.14 2,567 (69) Automobile 1,878 44 4.73 4,047 88 4.40 (2,169) 33 Education 8,312 251 6.09 9,670 276 5.76 (1,358) 33 Other retail 4,039 199 9.94 4,385 235 10.79 (346) (85) Total retail 69,226 1,840 5.34 68,237 1,845 5.44 989 (10) Total loans and leases 144,776 3,852 5.32 139,257 3,680 5.29 5,519 3 Loans held for sale 1,613 47 5.85 1,975 52 5.30 (362) 55 Interest-earning assets 204,362 4,963 4.85 195,692 4,759 4.86 8,670 (1) Noninterest-earning assets 22,395 21,297 1,098 Total assets $226,757 $216,989 $9,768 Liabilities and Stockholders’ Equity: Checking with interest $37,834 $254 1.36 % $33,273 $233 1.41 % $4,561 (5) Savings 23,937 129 1.08 25,647 174 1.37 (1,710) (29) Money market 60,218 724 2.43 54,575 733 2.71 5,643 (28) Time 20,900 355 3.42 22,977 457 4.01 (2,077) (59) Total interest-bearing deposits 142,889 1,462 2.06 136,472 1,597 2.36 6,417 (30) Short-term borrowed funds 723 13 3.53 800 17 4.20 (77) (67) Long-term borrowed funds 12,099 295 4.87 12,578 317 5.04 (479) (17) Total borrowed funds 12,822 308 4.80 13,378 334 4.99 (556) (19) Total interest-bearing liabilities 155,711 1,770 2.29 149,850 1,931 2.59 5,861 (30) Noninterest-bearing demand deposits 39,585 36,948 2,637 Other noninterest-bearing liabilities 5,433 5,736 (303) Total liabilities 200,729 192,534 8,195 Stockholders’ equity 26,028 24,455 1,573 Total liabilities and stockholders’ equity $226,757 $216,989 $9,768 Interest rate spread 2.56 % 2.27 % 29 Net interest income and net interest margin $3,193 3.15 % $2,828 2.91 % 24 Net interest income and net interest margin, FTE(1) $3,199 3.16 % $2,836 2.92 % 24 Memo: Total deposits (interest-bearing and noninterest-bearing demand) $182,474 $1,462 1.62 % $173,420 $1,597 1.86 % $9,054 (24) bps (1) Net interest income and net interest margin on an FTE basis are non-GAAP financial measures.
MD&A, Table 1: six-month components of net interest income · Filed 03/08/2026
Average deposits increased $9.5 billion and $9.1 billion for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven primarily by growth in the Private Bank and in commercial, partially offset by a reduction in higher-cost brokered deposits.
MD&A, average deposit growth and funding mix · Filed 03/08/2026
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.
Business, competition and technology-related entry barriers · Filed 12/02/2026
These models are typically able to offer higher rates on deposit products than traditional retail banking institutions given their lower cost structure.
Business, digital-only competitors' funding rates and costs · Filed 12/02/2026
The primary factors driving competition for loans and deposits are interest rates, fees charged, tailored value propositions to different customer segments, customer service levels, convenience, including branch locations and hours of operation, and the range of products and services offered.
Business, factors driving loan and deposit competition · Filed 12/02/2026
For example, most consumer loans can be prepaid without penalty and most consumer deposits can be withdrawn without penalty.
Market risk, consumer prepayment and withdrawal rights · Filed 12/02/2026
The peer group consists of companies with which the Company competes for talent, customers, and shareholder investments, and which are generally similar in size and business mix.
Compensation discussion, peer group and competitive relevance · Filed 09/03/2026
Comerica Corporation KeyCorp Regions Financial Corporation Fifth Third Bancorp M&T Bank Corporation Truist Financial Huntington Bancshares PNC Financial Services Group U.S.
Compensation discussion, named peer companies · Filed 09/03/2026
The increase in net interest income reflects an increase in interest-earning assets, higher net interest margin, terminated swap impacts, and fixed-rate asset repricing benefits.
MD&A, net interest income growth drivers · Filed 03/08/2026
Factors that influence our net interest income include, but are not limited to, the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as economic conditions, competition for loans and deposits, the monetary policy of the FRB, and market interest rates.
MD&A, external influences on asset and liability pricing · Filed 03/08/2026
•The efficiency ratio of 61.1% and 62.3% for the three and six months ended June 30, 2026, respectively, compared to 64.8% and 66.3% for the same periods in 2025.
Executive summary, quarterly and six-month efficiency ratios · Filed 03/08/2026
Citizens Financial Group, Inc. | 7 •Noninterest income of $652 million and $1.3 billion for the three and six months ended June 30, 2026, respectively, increased $52 million and $114 million compared to the same periods in 2025, driven by growth across numerous fee categories, primarily capital markets and wealth fees, partially offset by mortgage banking fees driven by lower MSR valuation results, net of hedge impact.
Executive summary, fee income growth and mortgage offset · Filed 03/08/2026
•Noninterest expense of $1.4 billion and $2.8 billion for the three and six months ended June 30, 2026, respectively, increased $75 million and $139 million compared to the same periods in 2025, driven by salaries and employee benefits reflecting hiring related to the Private Bank and Private Wealth build-out, and compensation associated with growth in capital markets fees.
Executive summary, expenses and Private Bank investment · Filed 03/08/2026
•Provision expense of $134 million and $274 million for the three and six months ended June 30, 2026, respectively, decreased $30 million and $43 million compared to the same periods in 2025, reflecting the runoff of certain retail portfolios and improving credit trends and loan mix.
Executive summary, provision expense and portfolio mix · Filed 03/08/2026
Citizens Financial Group, Inc. | 44 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock, at Cost Accumulated Other Comprehensive Income (Loss) Total (dollars and shares in millions) Shares Amount Shares Amount Balance at January 1, 2025 2 $2,113 441 $7 $22,364 $10,412 ($7,047) ($3,595) $24,254 Dividends declared - common stock — — — — — (371) — — (371) Dividends declared - preferred stock — — — — — (67) — — (67) Treasury stock purchased — — (10) — — — (400) — (400) Share repurchase excise tax — — — — — — (3) — (3) Share-based compensation plans — — 2 — 41 — — — 41 Employee stock purchase plan — — — — 15 — — — 15 Total comprehensive income (loss): Net income — — — — — 809 — — 809 Other comprehensive income (loss) — — — — — — — 956 956 Total comprehensive income (loss) — — — — — 809 — 956 1,765 Balance at June 30, 2025 2 $2,113 433 $7 $22,420 $10,783 ($7,450) ($2,639) $25,234 Balance at January 1, 2026 2 $2,111 429 $7 $22,476 $11,345 ($7,652) ($1,970) $26,317 Dividends declared - common stock — — — — — (396) — — (396) Dividends declared - preferred stock — — — — — (66) — — (66) Treasury stock purchased — — (8) — — — (525) — (525) Share repurchase excise tax — — — — — — (5) — (5) Share-based compensation plans — — 2 — 29 — — — 29 Employee stock purchase plan — — — — 16 — — — 16 Total comprehensive income (loss): Net income — — — — — 1,104 — — 1,104 Other comprehensive income (loss) — — — — — — — (291) (291) Total comprehensive income (loss) — — — — — 1,104 — (291) 813 Balance at June 30, 2026 2 $2,111 423 $7 $22,521 $11,987 ($8,182) ($2,261) $26,183 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
Consolidated statements of changes in stockholders' equity, six months · Filed 03/08/2026
The ACL of $2.2 billion at June 30, 2026 increased $1 million compared to December 31, 2025, reflecting consideration for economic uncertainty and targeted risk concerns, largely offset by improved loan mix, given runoff of certain retail portfolios.
Critical accounting estimates, allowance for credit losses · Filed 03/08/2026
At June 30, 2026, the Company’s unused secured borrowing capacity was approximately $78.3 billion, which includes unencumbered securities, FHLB borrowing capacity, and FRB discount window capacity.
Borrowed funds note, unused secured borrowing capacity · Filed 03/08/2026
The utilized FHLB borrowing capacity, primarily for advances and letters of credit, was $11.6 billion and $7.1 billion at June 30, 2026 and December 31, 2025, respectively.
Borrowed funds note, utilized FHLB borrowing capacity · Filed 03/08/2026
The decrease in the insured/secured deposits percentage during 2025 reflects growth in the private bank business, primarily corporate operating accounts which are generally more stable, and a decrease in insured Treasury brokered deposits as we continued to optimize our deposit mix.
Deposit analysis, insured deposit percentage and Private Bank mix · Filed 12/02/2026
110 2026 Proxy Statement Appendix A—Non-GAAP Financial Measures and Reconciliations Non-GAAP financial measures and reconciliations (in millions, except share, per-share and ratio data) FULL YEAR 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 Net income available to common stockholders, Underlying: Net income available to common shareholders (GAAP) A $ 1,688 $ 1,372 $ 1,491 $ 1,960 $ 2,206 $ 950 $ 1,718 $ 1,692 $ 1,638 $ 1,031 $ 833 $ 865 Add: Notable items, net of income tax expense (benefit) — 98 357 352 78 83 17 16 (340) (19) — — Add: Restructuring charges and special items, net of income tax expense (benefit) — — — — — — — — — — (31) (75) Net income available to common shareholders, Underlying (non-GAAP) B $ 1,688 $ 1,470 $ 1,848 $ 2,312 $ 2,284 $ 1,033 $ 1,735 $ 1,708 $ 1,298 $ 1,012 $ 864 $ 790 Return on average tangible common equity and return on average tangible common equity, Underlying: Average common equity (GAAP) C $ 22,954 $ 21,881 $ 21,592 $ 21,724 $ 21,025 $ 20,438 $ 20,325 $ 19,645 $ 19,618 $ 19,698 $ 19,354 $ 19,399 Less: Average goodwill (GAAP) 8,187 8,187 8,184 7,872 7,062 7,049 7,036 6,912 6,883 6,876 6,876 6,876 Less: Average other intangibles (GAAP) 131 143 177 181 54 64 71 14 2 2 4 7 Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP) 439 433 422 413 381 376 371 359 534 502 445 377 Average tangible common equity D $ 15,075 $ 13,984 $ 13,653 $ 14,084 $ 14,290 $ 13,701 $ 13,589 $ 13,078 $ 13,267 $ 13,322 $ 12,919 $ 12,893 Return on average tangible common equity A/D 11.20 % 9.81 % 10.92 % 13.91 % 15.44 % 6.93 % 12.64 % 12.94 % 12.35 % 7.74 % 6.45 % 6.71 % Return on average tangible common equity, Underlying (non-GAAP)(1) B/D 11.20 % 10.51 % 13.53 % 16.41 % 15.98 % 7.53 % 12.76 % 13.06 % 9.79 % 7.60 % 6.69 % 6.13 % (1) Totals may be affected due to rounding.
Appendix A, GAAP common earnings and tangible equity return reconciliation · Filed 09/03/2026
On February 11, 2026, the Compensation and HR Committee approved a final payout level of 79.8% of target for the 2023 PSU Awards.
Compensation discussion, approved 2023 PSU payout · Filed 09/03/2026
Core Metric 2023 PSU Award Targets 2023-2025 Normalized* Results % of Target Earned Based on Core Metrics % of Target Earned After Application of TSR Modifier Threshold Target Maximum By Metric Overall 3-Year Average ROTCE 10.46% 14.99% 17.58% 12.17% 69.8% 66.5% 79.8% (66.5% * 1.2) 3-Year Cumulative EPS $11.73 $16.64 $19.96 $13.03 63.3% * See Appendix A for more information on Non-GAAP Financial Measures and Reconciliations.
Compensation discussion, PSU targets and normalized performance outcomes · Filed 09/03/2026
70 2026 Proxy Statement Compensation Matters Prohibition on Hedging and Pledging We prohibit our colleagues and directors, including our NEOs and other executive officers, from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or offset a decrease in the market value of the Company’s equity securities or pledging their ownership in our securities (including equity-based awards), which would undermine the risk alignment embedded in our executive compensation program.
Compensation governance, prohibition on hedging and pledging · Filed 09/03/2026
In June 2024, the Compensation and HR Committee granted off-cycle Leadership Succession Awards to select executives, which the Board and Compensation and HR Committee viewed as necessary at that time to retain a strong pool of internal CEO candidates given the competitive market for executive talent.
Compensation discussion, granted off-cycle succession awards · Filed 09/03/2026
While most shareholders we spoke with understood the rationale for the awards and appreciated the Company's proactive approach to succession planning, many shareholders did not support our 2025 say-on-pay proposal because they are not generally supportive of off-cycle awards as a matter of policy.
Compensation discussion, shareholder opposition to off-cycle awards · Filed 09/03/2026
Each member of the Compensation and HR Committee meets the independence requirements of the NYSE and Rule 10C-1 of the Exchange Act and is a “non-employee director” under Exchange Act Rule 16b-3.
Board structure, Compensation and HR Committee independence · Filed 09/03/2026
Anti-takeover provisions in Delaware law and our restated certificate of incorporation and amended and restated bylaws, as well as regulatory approvals that would be required under federal law, could make it more difficult for a third party to take control of us and may prevent stockholders from receiving a premium for their shares of our common stock.
Risk factors, anti-takeover provisions · Filed 12/02/2026
Share-based compensation expense was $120 million, $97 million, and $87 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Share-based compensation note, annual expense · Filed 12/02/2026
•ROTCE of 12.2% for the three months ended March 31, 2026 compared to 9.6% for the same period in 2025.
Executive summary, first-quarter return on tangible common equity · Filed 04/05/2026
•Maintained a strong capital position and liquidity profile, with a Common Equity Tier 1 Ratio of 10.6% at year-end 2025.
Compensation discussion, year-end 2025 CET1 ratio · Filed 09/03/2026
(1) Represents minimum requirement under the current capital framework plus the SCB of 4.5% and CCB of 2.5% for CFG and CBNA, respectively.
Regulatory capital note, stress and conservation buffer footnote · Filed 12/02/2026
A primary source of our structural interest rate risk relates to faster repricing of floating-rate loans relative to core deposit funding.
Market risk, floating loan and core deposit repricing mismatch · Filed 12/02/2026
$0.01 par value, 1,000,000,000 shares authorized; 653,998,397 shares issued and 422,677,660 shares outstanding at June 30, 2026 and 652,238,745 shares issued and 429,242,174 shares outstanding at December 31, 2025
Consolidated balance sheet, issued and outstanding common shares · Filed 03/08/2026
Under the FRB’s SCB framework, failure to maintain risk-based capital ratios above the respective minimum requirements, including the SCB, would result in graduated restrictions on the Company’s ability to make certain discretionary bonus payments and capital distributions, including common stock dividends and share repurchases.
Regulatory capital note, restrictions on distributions · Filed 12/02/2026
The Company’s investments in renewable energy entities totaled $224 million and $201 million, respectively, as of June 30, 2026 and December 31, 2025, with unfunded commitments related to these investments totaling $55 million as of June 30, 2026.
Investment note, renewable energy investments and unfunded commitments · Filed 03/08/2026
