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CFGCitizens Financial Group

Financials · Banks · NYSE
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The 10-K against last year's

201 changes: 59 added, 29 removed, 111 reworded, 2 quiet changes

10-K Feb 12, 2026 vs Feb 13, 2025
Risk FactorsRedline ↓
4.7%
of the text changed · 8,993 words now
24.9%
of the text changed · 17,539 words now
Legal ProceedingsRedline ↓
5.2%
of the text changed · 789 words now
Accounting PoliciesRedline ↓
45.4%
of the text changed · 640 words now

10-K 0000759944-26-000028 (2026-02-12) vs 10-K 0000759944-25-000013 (2025-02-13)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 126 words changed in this paragraph; it is 34% similar to last year's version.
As of December 31, 2024, the 2025, our ACL economic forecast over a two-year reasonable and supportable period was consistent with December 31, 2023, with reflects the economy going into a shallow two-quarter contraction inclusive of uncertainties related to the implementation of tariffs and protectionist trade policies, inflationary pressures, and geopolitical tensions. This forecast is generally applied to the retail and commercial and industrial portfolios and projects peak unemployment of approximately 5.3% and a start-to-trough real GDP decline of approximately 0.5%, compared to peak unemployment of approximately 5.1% and a start-to-trough real GDP decline of approximately 0.4%. These forecasts reflect 0.4% at December 31, 2024. More severe economic scenarios are applied within the CRE portfolio, such as general office, with peak unemployment of approximately 9.4% and a mild recession over the two-year reasonable start-to-trough real GDP decline of approximately 4.4%, compared to peak unemployment of approximately 9.3% and supportable period. a start-to-trough real GDP decline of approximately 4.4% at December 31, 2024.

Source: Item 7, 10-K 0000759944-26-000028 vs Item 7, 10-K 0000759944-25-000013

Accounting Policies 122 words changed in this paragraph; it is 33% similar to last year's version.
Pronouncement Summary of Guidance Effects on Financial Statements Improvements to Reportable Segment Income Tax Disclosures •Requires disclosure a tabular income tax rate reconciliation that includes specific categories and other significant categories, disaggregated by nature, that exceed 5% of significant segment expenses regularly provided to income tax expense at the CODM statutory tax rate •The Company adopted the new standard ASU on January 1, 2024, 2025 on a retrospective basis, effective for annual financial statements for the year ended December 31, 2024 2025 Issued December 2023 •Requires disclosure of income taxes paid, net of refunds received, disaggregated by federal, state, and subsequent interim periods beginning foreign taxes, and further disaggregated by individual jurisdictions that exceed 5% of total income taxes paid, net of refunds received •Required disclosures for income taxes are included in 2025. Note 21 •Requires disclosure of pre-tax income disaggregated between domestic and foreign, and income tax expense disaggregated by federal, state, and foreign

Source: Item 8, Note 1 – SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000759944-26-000028 vs Item 8, Note 1 – SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000759944-25-000013

Risk Factors 85 words changed in this paragraph; it is 83% similar to last year's version.
We are heavily regulated by multiple banking, consumer protection, securities securities, and other regulatory authorities at the federal and state levels. This regulatory oversight is primarily established to protect depositors, the DIF, consumers of financial products, and the financial system as a whole, not for the protection of shareholders or other investors. Changes to statutes, regulations, rules rules, or policies, including their interpretation, implementation implementation, or enforcement, could affect us in substantial and unpredictable ways, including by, for example, subjecting us to additional costs, limiting the types of financial services and other products we may offer, limiting our ability to pursue acquisitions acquisitions, and increasing the ability of third parties, including non-banks, to offer competing financial services and products. In recent years, we, together with the rest of the financial services industry, have faced particularly intense scrutiny, with many new regulatory initiatives and vigorous oversight and enforcement on the part of numerous regulatory and governmental authorities. Legislatures and regulators have pursued a broad array of initiatives intended to promote the safety and soundness of financial institutions, financial market stability, the transparency and liquidity of financial markets, and consumer and investor protection. 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. Any such resolution of a matter involving us could lead to increased exposure to civil litigation, could adversely affect our reputation, could result in penalties or limitations on our ability to do business or engage in certain activities activities, and could have other negative effects. In addition, a single event or issue may give rise to numerous and overlapping investigations and proceedings, including by multiple federal and state regulators and other governmental authorities.

Source: Item 1A, 10-K 0000759944-26-000028 vs Item 1A, 10-K 0000759944-25-000013

Legal Proceedings 26 words changed in this paragraph; it is 92% similar to last year's version.
Letters of credit in the table above reflect commercial, standby financial financial, and standby performance letters of credit. Financial and performance standby letters of credit are issued by the Company for the benefit of its customers. They are used as conditional guarantees of payment to a third party in the event the customer either fails to make specific payments (financial) or fails to complete a specific project or activity (performance). The Company’s exposure to credit loss in the event of counterparty nonperformance in connection with the above instruments is represented by the contractual amount of those instruments. Letters of credit are generally secured, secured according to the creditworthiness of the counterparty, with collateral including, but not limited to, cash, accounts receivable, inventory inventory, or investment securities. Credit risk associated with letters of credit is considered in determining the appropriate amount of allowances the allowance for unfunded commitments. Standby letters of credit and commercial letters of credit are issued for terms of up to no more than two years and one year, respectively.

Source: Item 3, via Note 17 – COMMITMENTS AND CONTINGENCIES, 10-K 0000759944-26-000028 vs Item 3, via Note 19 – COMMITMENTS AND CONTINGENCIES, 10-K 0000759944-25-000013

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of CFG's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-13. Each links to the text at sec.gov.

AddedRisk Factors
U.S. global trade policies, including the imposition of tariffs and uncertainty surrounding the resolution of trade disputes, or renewal of trade agreements, with various countries, may cause inflation to rise and ultimately affect interest rates. In addition, the risk of government shutdowns could cause volatility in the financial markets by adversely impacting consumer and investor confidence. Unfavorable 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
This summary highlights select financial information of the Company as well as information regarding certain significant events and transactions occurring during the year ended December 31, 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 “Consolidated Statement of Operations Analysis – 2025 compared with 2024” and “Consolidated Balance Sheet Analysis.”

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
•Net interest income of $5.9 billion increased $220 million and net interest margin of 2.97% increased 13 basis points compared to 2024. The increase in net interest income is driven by higher net interest margin which reflects lower funding costs, including the reduction of higher-cost funding given the auto loan portfolio runoff and education loan sale, lower terminated swap impacts, and fixed-rate asset repricing benefits, partially offset by lower asset yields.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
•Noninterest income of $2.4 billion increased $218 million compared to 2024, reflecting growth across a number of fee categories, primarily wealth and capital markets fees.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
•Tangible book value per common share of $38.07 increased 18% from 2024, driven by a decrease in common shares outstanding of eleven million and a net increase in tangible common equity of $2.1 billion. The increase in tangible common equity is primarily attributable to increases in AOCI of $1.6 billion and retained earnings of $933 million, including net income of $1.8 billion for the year ended December 31, 2025.

Read it in 10-K 2026-02-12 at sec.gov ↗

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

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
During the first quarter of 2025, we entered into an agreement to sell $1.9 billion of 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 settled ratably each quarter throughout 2025.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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. Dividends are payable quarterly in arrears on January 6, April 6, July 6, and October 6 of each year.

Read it in 10-K 2026-02-12 at sec.gov ↗

Show the other 5
AddedMD&A
On October 15, 2025, we announced that our Board of Directors declared a quarterly common stock dividend of $0.46 per share, a $0.04, or 9.5%, increase compared to the prior quarter. The dividend was paid on November 12, 2025 to shareholders of record at the close of business on October 29, 2025.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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. We have completed our evaluation of the bill and do not expect it to have a material impact on our Consolidated Financial Statements.

Read it in 10-K 2026-02-12 at sec.gov ↗

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