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CITIZENS FINANCIAL GROUP INC/RI

For the period ended Sep 30, 2026. Filed Oct 28, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 28, 2026

CFG$65.10+2.9%Stored close · as of Nov 9, 2026

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Liquidity Risk

We consider the effective and prudent management of liquidity, defined as our ability to meet our obligations when they come due, fundamental to our safety and soundness. As a financial institution, we must maintain operating liquidity to meet expected daily and forecasted cash flow requirements, as well as contingent liquidity to meet unexpected and stress-scenario funding requirements. Reflecting the importance of meeting all unexpected and stress-scenario funding requirements, we identify and manage contingent liquidity, consisting of cash balances at the FRB, unencumbered high-quality liquid securities, and unused FHLB borrowing capacity. Separately, we also identify and manage asset liquidity as a subset of contingent liquidity, consisting of cash balances at the FRB and unencumbered high-quality liquid securities. We maintain additional secured borrowing capacity at the FRB discount window, but do not view this as a primary means of funding, but rather a potential source in a stressed environment or during a market disruption. We manage liquidity at the consolidated enterprise level and at each material legal entity.

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 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. Processes within this framework include, but are not limited to, regular and comprehensive reporting, including current levels versus threshold limits for a broad set of liquidity metrics and early warning indicators, explanatory commentary related to emerging risk trends and, as appropriate, recommended remedial strategies, liquidity stress testing, contingency funding plans, and collateral management.

Our Funding and Liquidity unit’s primary goals are to deliver and maintain prudent levels of operating liquidity to support expected and projected funding requirements; contingent liquidity to support unexpected funding requirements resulting from idiosyncratic, systemic, and combination stress events; and regulatory liquidity requirements in a timely manner from stable and cost-efficient funding sources. We seek to accomplish these goals by funding loans with stable deposits, by prudently controlling dependence on wholesale funding, particularly short-term unsecured funding, and by maintaining ample available liquidity, including a contingent liquidity buffer of unencumbered high-quality loans and securities.

The Funding and Liquidity unit monitors a variety of liquidity and funding metrics and early warning indicators, including specific risk thresholds and limits. These monitoring tools are broadly classified as follows:

Current liquidity sources and capacities, including cash balances at the FRB, free and liquid securities, and secured borrowing capacity at the FHLB and FRB discount window;

Liquidity stress sources, including idiosyncratic, systemic, and combined stresses, in addition to evolving regulatory requirements; and

Current and prospective exposures, including secured and unsecured wholesale funding, and spot and cumulative cash-flow gaps across a variety of horizons.

Further, certain of these metrics are monitored individually for CBNA and for our consolidated enterprise on a daily basis, including cash position, unencumbered securities, asset liquidity, and available FHLB borrowing capacity. In order to identify emerging trends and risks and inform funding decisions, specific metrics are also forecasted over a one-year horizon.

We rely on customer deposits to be our primary stable and low-cost source of funding. 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. 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.

As of September 30, 2026:

Organically generated deposits continue to be our primary source of funding, resulting in a consolidated period-end loan-to-deposit ratio, excluding LHFS, of 80.0%;

Our total available liquidity, comprised of contingent liquidity and available discount window capacity, was approximately $89.2 billion:

Contingent liquidity was $70.1 billion, consisting of unencumbered high-quality liquid securities of $40.0 billion, unused FHLB capacity of $18.6 billion, and cash balances at the FRB of $11.5 billion; and

Available discount window capacity was $19.1 billion, defined as available total borrowing capacity from the FRB based on identified collateral, which is primarily secured by non-mortgage commercial and retail loans.

For a summary of our sources and uses of cash by type of activity for the nine months ended September 30, 2026 and 2025, see the Consolidated Statements of Cash Flows in Item 1.

Parent Company Liquidity

Our Parent Company’s primary sources of cash are dividends and interest received from CBNA resulting from investing in bank equity and subordinated debt as well as externally issued preferred stock, senior debt, and subordinated debt. Uses of cash include the routine cash flow requirements as a bank holding company, including periodic share repurchases and payments of dividends, interest, and expenses; the needs of subsidiaries, including CBNA for additional equity and, as required, its need for debt financing; and the support for extraordinary funding requirements when necessary. To the extent the Parent Company relies on wholesale borrowings, uses also include payments of related principal and interest.

During the nine months ended September 30, 2026, the Parent Company completed the following transactions:

Issued $400 million of 5.299% fixed-reset subordinated notes due 2036;

Issued 400,000 shares of 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Series J Preferred Stock at an aggregate offering price of $400 million; and

Issued a notice to redeem all of the outstanding shares of the 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Series G Preferred Stock, which were redeemed on October 6, 2026.

Our Parent Company’s cash and cash equivalents represent a source of liquidity that can be used to meet various needs and totaled $2.4 billion and $2.3 billion as of September 30, 2026 and December 31, 2025, respectively.

During the three months ended September 30, 2026 and 2025, the Parent Company declared dividends on common stock of $197 million and $184 million, respectively, and declared dividends on preferred stock of $33 million and $32 million, respectively.

During the nine months ended September 30, 2026 and 2025, the Parent Company declared dividends on common stock of $593 million and $555 million, respectively, and declared dividends on preferred stock of $99 million.

During the three months ended September 30, 2026 and 2025, the Parent Company repurchased $125 million and $75 million, respectively, of its outstanding common stock, and repurchased $650 million and $475 million, respectively, during the nine months ended September 30, 2026 and 2025.

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. Liquidity management also involves maintaining sufficient liquidity to repay wholesale borrowings, pay operating expenses, and support extraordinary funding requirements when necessary. In the ordinary course of business, the liquidity of CBNA is managed by matching sources and uses of cash. 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. To the extent that CBNA relies on wholesale borrowings, uses also include payments of related principal and interest.

During the nine months ended September 30, 2026, CBNA completed the following transactions:

Issued $750 million of 4.192% fixed-to-floating rate senior notes due 2029; and

Issued $750 million of 4.870% fixed-to-floating rate senior notes due 2029.

Credit Ratings

Credit ratings assigned by agencies such as Moody’s, S&P, and Fitch impact our access to unsecured wholesale market funds and to large uninsured customer deposits and are presented in the table below. We currently have a “stable” outlook at S&P, Moody’s, and Fitch. Changes in our public credit ratings could affect both the cost and availability of our wholesale funding.

Table 18: Credit Ratings
September 30, 2026
Moody’sS&PFitch
Citizens Financial Group, Inc.:
Long-term issuerBaa1BBB+A-
Short-term issuerNRA-2F1
Senior unsecuredBaa1BBB+BBB+
Subordinated debtBaa1BBBBBB
Preferred StockBaa3BB+BB+
Citizens Bank, National Association:
Long-term issuerA3A-A-
Short-term issuer(P) P-2A-2F1
Long-term depositsA1NRA
Short-term depositsP-1NRF1
NR = Not rated

Regulatory liquidity requirements represent another key driver of systemic liquidity conditions and management practices, with the FRB and OCC regularly evaluating our liquidity as part of the overall supervisory process. For further discussion, see the “Liquidity Requirements” section under “Regulation and Supervision” in our 2025 Form 10-K.

Off-Balance Sheet Arrangements

We engage in a variety of activities that are not reflected in our Consolidated Balance Sheets that are generally referred to as “off-balance sheet arrangements.” For more information on these types of activities, see Note 11.

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