CITIZENS FINANCIAL GROUP INC/RI

This summary highlights select financial information of the Company for the three months ended March 31, 2025, as well as information regarding certain significant events and transactions occurring during this period. This summary should be read in conjunction with this entire document for a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting policies and estimates. Each of these items, taken individually or collectively, could have an impact on the Company’s financial condition, results of operations and cash flows. For additional information regarding our financial performance and condition, see “Results of Operations” and “Analysis of Financial Condition.”

Key Financial Highlights

•Net income of $373 million increased $39 million for the three months ended March 31, 2025, with earnings per diluted common share up $0.12 to $0.77 compared to the same period in 2024.

•Net income available to common stockholders of $340 million increased $36 million for the three months ended March 31, 2025, compared to the same period in 2024.

•Total revenue of $1.9 billion decreased $24 million for the three months ended March 31, 2025, compared to the same period in 2024, driven by a decrease of 4% in net interest income.

•The efficiency ratio of 67.91% for the three months ended March 31, 2025, compared to 69.33% for the same period in 2024.

•ROTCE of 9.64% for the three months ended March 31, 2025, compared to 8.86% for the same period in 2024.

•Tangible book value per common share of $33.97 increased 5% from December 31, 2024.

See “Non-GAAP Financial Measures” for more information regarding the ROTCE and tangible book value per common share non-GAAP financial measures presented herein.

Sale of Education Loans

During the first quarter of 2025, we entered into an agreement to sell $1.9 billion of Non-Core education loans and subsequently reclassified these loans to LHFS. Upon reclassification to LHFS, a charge-off of $25 million was recognized, which was covered by existing reserves. This transaction will settle ratably each quarter throughout 2025, with $200 million settled during the first quarter, and is expected to be accretive to net interest margin, EPS, and ROTCE.

Senior Notes Offering

On March 5, 2025, the Parent Company issued $750 million of fixed/floating-rate senior notes that mature on March 5, 2031. The senior notes bear interest at a rate of 5.253% per annum until March 4, 2030, and at SOFR plus 1.259% from March 5, 2030 until maturity. See Note 7 for additional information regarding the Company’s borrowed funds.

Share Repurchases

During the three months ended March 31, 2025, the Parent Company repurchased $200 million of its outstanding common stock. See Note 10 and Item 2 for additional information on share repurchase activity.

Other Developments

On March 27, 2025, the SEC voted to end its defense of several court challenges of its climate disclosure rule. The rule requires companies to disclose certain climate-related matters, including risks, activities to mitigate or adapt to such risks, governance, financial effects of severe weather events, and audited measurements of certain greenhouse gas emissions. The SEC paused implementation of the rule last year while federal courts considered various legal challenges brought by states, businesses and business groups, which were consolidated in the U.S. Court of Appeals for the Eighth Circuit. With the SEC withdrawing from the lawsuit, litigation is expected to continue with the court ultimately deciding whether the rule will remain in effect as adopted. The rule remains stayed until the litigation is resolved. For additional information regarding the SEC’s climate-related rule and other climate-related laws and regulations that we may be subject to, see “Regulation and Supervision” in our 2024 Form 10-K.

On March 28, 2025, the FDIC, FRB and OCC announced their intention to issue a proposal to both rescind the Community Reinvestment Act (“CRA”) final rule issued in October 2023 and reinstate the CRA framework that existed prior to this final rule. In their announcement, the three banking agencies stated that they will continue to work together to promote a consistent regulatory approach on their implementation of the CRA. For additional information regarding the CRA including its existing framework and the primary provisions of the October 2023 final rule, see “Regulation and Supervision” in our 2024 Form 10-K.

We will continue to monitor these regulatory developments and the ultimate outcome of the SEC’s climate disclosure rule and the CRA framework imposed by the banking agencies.