CITIZENS FINANCIAL GROUP INC/RI

This summary highlights select financial information of the Company as well as information regarding certain significant events and transactions occurring during the six months ended June 30, 2025. 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 $436 million and $809 million for the three and six months ended June 30, 2025, respectively, increased $44 million and $83 million, with earnings per diluted common share up $0.14 to $0.92 and up $0.25 to $1.69, compared to the same periods in 2024.

•Net interest income of $1.4 billion and $2.8 billion for the three and six months ended June 30, 2025, respectively, increased $27 million compared to the same three-month period in 2024, primarily driven by higher net interest margin, and decreased $24 million compared to the same six-month period in 2024, primarily driven by a decline in average interest-earning assets.

•Noninterest income of $600 million and $1.1 billion for the three and six months ended June 30, 2025, respectively, increased $47 million and $74 million compared to the same periods in 2024, primarily driven by higher mortgage banking, wealth, and service charge fees.

•Noninterest expense of $1.3 billion for the three months ended June 30, 2025 increased $18 million compared to the same period in 2024, driven by salaries and employee benefits related to hiring for the Private Bank and Private Wealth build-out, partially offset by a decline in other operating expense driven by efficiency efforts and lower FDIC deposit insurance costs. Noninterest expense of $2.6 billion for the six months ended June 30, 2025 decreased $26 million compared to the same period in 2024, primarily driven by efficiency efforts and lower FDIC deposit insurance costs.

•Provision expense of $164 million and $317 million for the three and six months ended June 30, 2025, respectively, decreased $18 million and $36 million compared to the same periods in 2024, reflecting Non-Core portfolio runoff and improving loan mix.

•The efficiency ratio of 64.76% and 66.29% for the three and six months ended June 30, 2025, respectively, compared to 66.27% and 67.79% for the same periods in 2024.

•ROTCE of 11.05% and 10.35% for the three and six months ended June 30, 2025, respectively, compared to 10.61% and 9.73% for the same periods in 2024.

•Tangible book value per common share of $35.23 increased 9% from December 31, 2024, driven by a decrease in common shares outstanding of 8 million and a net increase in tangible common equity of $1.0 billion. The increase in tangible common equity is primarily attributable to increases in AOCI of $956 million and retained earnings of $371 million, including net income of $809 million for the six months ended June 30, 2025.

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

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, of which approximately $800 million has settled to date, and the remaining $1.1 billion to be settled in the second half of 2025.

Share Repurchases

On June 13, 2025, we announced that our Board of Directors increased the capacity of our 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. During the three and six months ended June 30, 2025, the Parent Company repurchased $200 million and $400 million, respectively, of its outstanding common stock. See Note 10 and Item 2 for additional information on share repurchase activity.

Preferred Stock

On July 31, 2025, we issued $400 million, or 400,000 shares, of 6.500% fixed-rate reset non-cumulative perpetual Series I Preferred Stock, par value of $25 per share with a liquidation preference of $1,000 per share. Holders of Series I Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our Board of Directors. Any such dividends will be payable quarterly in arrears on January 6, April 6, July 6, and October 6 of each year, beginning on January 6, 2026 (long first dividend period), which is expected to be declared in the fourth quarter of 2025.

We intend to use the net proceeds from the issuance of the Series I Preferred Stock to redeem some, or all, of the outstanding shares of our 5.650% fixed-rate reset non-cumulative perpetual Series F Preferred Stock on the dividend payment and earliest available redemption date of October 6, 2025. There is no assurance that we will decide to redeem the Series F Preferred Stock or, if we do, the amount and timing of the redemption. If we decide to redeem the Series F Preferred Stock, we will announce the redemption by press release and an appropriate notice of redemption.

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 July 4, 2025, H.R. 1, entitled the One Big Beautiful Bill Act, was signed into law. This bill includes a broad range of tax reform provisions affecting individuals and businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions, extending certain Inflation Reduction Act energy incentives while accelerating the phase-out of others, and implementing various other tax cuts and spending measures.

On July 16, 2025, the FDIC, FRB, and OCC issued a joint notice of proposed rulemaking (“NPR”) to rescind the Community Reinvestment Act (“CRA”) final rule issued in October 2023 and replace it with the prior CRA regulations adopted by the agencies in 1995, with certain technical amendments. The NPR is intended to restore certainty in the CRA regulatory framework for stakeholders and limit regulatory burden on financial institutions. For additional information regarding the CRA, see “Regulation and Supervision” in our 2024 Form 10-K.

We will continue to monitor these regulatory and legislative developments and evaluate their associated impact on us.