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CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jan 22, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed January 22, 2026
Period End
January 22, 2026
In the record · 2016–202610-K1210-Q328-K196

CFG filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 196 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Apr ’22Apr ’22
  2. Leadership change8-K · Sep ’24Sep ’24

Summary

Summary of the 8-K filed January 22, 2026. Cited figures are marked; the original filing is the authoritative source.

Citizens Financial Group (CFG) reported fourth quarter and full year 2025 results on January 21, 2026, disclosed in this 8-K via Exhibits 99.1 and 99.2.

Reported 4Q25 diluted EPS was $1.13a, up 8% from 3Q25 and up from $0.83 in 4Q24 (which included $0.02 of notable items; underlying 4Q24 EPS was $0.85). Net income was $528 million, total revenue $2.157 billion (up 2% QoQ and 9% YoY), and pre-provision profit $814 million (up 4% QoQ and 21% YoY). Net interest margin expanded 7 bps QoQ to 3.07% (FTE), driven by Non-Core runoff, lower terminated swap impacts, and improved funding costs, while the efficiency ratio improved to 62.2%.

For full year 2025, diluted EPS was $3.86b versus $3.03 in 2024 (underlying $3.24), up 27% on a reported basis, with net income of $1.831 billion. There were no notable items in 2025. Credit trends continued to improve.

Net charge-offs fell to 43 bps from 46 bps in 3Q25 and 53 bps a year earlier, nonaccrual loans declined 10% YoY to $1.5 billionc, and the allowance for credit losses to loans was 1.53%, down from 1.62% a year ago. Loan growth was modest at 1% QoQ, led by the Private Bank and Commercial, while period-end deposits rose 2% QoQ to $183.3 billion, with the Private Bank contributing $14.5 billion of spot deposits. Capital remained solid, with a CET1 ratio of 10.6% (preliminary, about 9.5% adjusted for the removal of the AOCI opt-out) and tangible book value per share up 4% QoQ to $38.07.

The board declared a quarterly dividend of $0.46d per share, a $0.04 increase, payable February 18, 2026. From an investor standpoint, the quarter shows improving profitability, a stronger margin, and healthier credit, with Private Bank growth becoming a more visible earnings contributor. Points to monitor include the sequential decline in capital markets fees from a strong 3Q25 (with about $20 million of fees pushed into 1Q26), the still-modest loan growth, and the CET1 ratio moving lower on a pro forma AOCI basis.

Key Highlights

  1. Diluted EPS of $1.13 in 4Q25, up 8% QoQ and 36% vs. 4Q24 GAAP EPS; full-year 2025 diluted EPS of $3.86 vs. $3.03 in 2024 (up 27% GAAP; 19% underlying).
  2. Net interest margin (FTE) expanded 7 bps QoQ to 3.07% and 20 bps YoY, with NII up 3.3% QoQ to $1.54 billion.
  3. Pre-provision profit of $814 million, up 4% QoQ and 21% YoY; efficiency ratio improved 79 bps QoQ to 62.2%.
  4. Credit quality improved: net charge-offs of 43 bps (vs. 53 bps a year ago), nonaccrual loans down 10% YoY to $1.5 billion, and ACL coverage of 1.53% (down from 1.62%).
  5. Private Bank continued to scale: contributed $0.10 to EPS, with spot deposits of $14.5 billion and deposits up $7.5 billion YoY.
  6. Tangible book value per share rose 4% QoQ to $38.07 (up 18% YoY); CET1 ratio of 10.6% (about 9.5% adjusted for AOCI opt-out removal).
  7. Quarterly dividend increased $0.04 to $0.46 per share, payable February 18, 2026; 4Q25 buybacks of $125 million.

Frequently Asked Questions

  1. How did Citizens perform in the fourth quarter of 2025 compared with the prior quarter and a year earlier?

    Net income was $528 million and diluted EPS $1.13, up 7% and 8% QoQ respectively, and up sharply from $401 million and $0.83 in 4Q24 (4Q24 underlying EPS was $0.85). Total revenue rose 2% QoQ and 9% YoY to $2.157 billion, while pre-provision profit grew 4% QoQ and 21% YoY.

  2. What drove the improvement in net interest income and margin?

    Management attributed the 7 bps QoQ NIM expansion to the benefit of Non-Core runoff, lower terminated swap impacts, fixed-rate asset repricing, and improved funding costs, partly offset by lower asset yields. Interest-bearing deposit costs fell 15 bps QoQ to 2.20%, and total cost of funds declined to 1.90%.

  3. Were there any one-time or notable items affecting 2025 results?

    No. The company reported no notable items in 2025 and said it intends to limit such items going forward to those of greatest significance. The 2024 results included notable items, mainly integration costs and TOP initiatives, which were excluded from underlying results.

  4. What are the main risks or pressure points highlighted in the release?

    Capital markets fees fell 16% QoQ from an exceptionally strong 3Q25, partly due to deals pushed into 2026 (about $20 million of fees expected in 1Q26). Loan growth was only 1% QoQ, and the CET1 ratio of 10.6% falls to about 9.5% when adjusted for the removal of the AOCI opt-out. Charge-offs in other retail remain elevated at about 5% annualized.

  5. What is the dividend and capital return picture?

    The board declared a quarterly common dividend of $0.46 per share, up $0.04 from the prior quarter, payable February 18, 2026 to holders of record on February 4, 2026. The company repurchased $125 million of common shares in 4Q25, and its tangible common equity ratio improved to 7.5%.