Citizens Financial Group (CFG) risk factors, FY2025 10-K

Citizens Financial Group's FY2025 10-K, filed Feb 12, 2026, lists 40 risk factors in 4 groups. Against the prior year's 40: 1 new, 1 dropped, 17 substantially reworded.

Risk factors listed
404 groups
New this year
1vs 40 last year
Dropped
1since the prior 10-K
Substantially reworded
17of those kept
Section length
9k wordsItem 1A

What the changes say

  • Risk management updates focus heavily on credit risk frameworks, interest rate sensitivities, and evolving climate transition expectations.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business

    Our risk management framework is made up of various processes and strategies to manage our risk exposure and may not be effective under all conditions and circumstances. If our risk management framework proves ineffective, we could suffer unexpected losses and could be materially adversely affected

    Our credit risk management system and employee judgment may fail to accurately rate customer credit, leading to higher nonaccrual loans and unexpected losses.

Dropped

  • DroppedRisks Related to Our Business

    Our framework for managing risks may not be effective in mitigating risk and loss

Reworded

  • 100% rewrittenRisks Related to Our Business

    Citizens Financial Group, Inc. | 21

    Replaced regulatory compliance warnings with specific focus on interest rate sensitivity and Federal Open Market Committee policies.

  • 100% rewrittenRisks Related to Our Business

    Citizens Financial Group, Inc. | 24

    Replaced loan demand risks with new disclosures regarding IT system updates and vendor management due diligence.

    Was: Citizens Financial Group, Inc. | 22

  • 100% rewrittenRisks Related to Our Business

    Citizens Financial Group, Inc. | 27

    Replaced non-banking competition text with risks concerning the transition to a lower-carbon economy and associated regulatory or market preference changes.

    Was: Citizens Financial Group, Inc. | 28

  • 83% rewrittenRisks Related to Our Business

    Any deterioration in national economic and political conditions could have a material adverse effect on our business, financial condition, and results of operations

    Added specific macroeconomic factors including global trade policies, tariffs, and government shutdowns.

    Was: Any deterioration in national economic conditions could have a material adverse effect on our business, financial condition and results of operations

  • 78% rewrittenRisks Related to Our Business

    We may not be able to successfully execute our business strategy

    Minor phrasing polish regarding business strategy execution across consumer, commercial, and Private Bank segments.

  • 74% rewrittenRisks Related to Our Industry

    We operate in an industry that is highly competitive, which could result in losing business or margin declines and have a material adverse effect on our business, financial condition, and results of operations

    Moved non-banking financial institution market competition text to a separate paragraph within the risk factor.

  • 73% rewrittenRisks Related to Our Business

    Similarly, a decrease in interest rates could reduce our net interest income, net interest margin, and fee income. A prolonged period of low interest rates may result in us holding lower yielding loans and securities should rates rise rapidly after such a period

    Streamlined yield curve and net interest margin risk descriptions.

    Was: Similarly, a decrease in interest rates could reduce our net interest income, net interest margin and fee income. A prolonged period of low interest rates may result in us holding lower yielding loans and securities should rates rise rapidly after the period of low interest rates

  • 70% rewrittenRisks Related to Our Business

    Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers

    Removed transition risk text from the physical climate change risk factor.

  • 59% rewrittenRisks Related to Our Business

    Inflationary pressures could have an adverse effect on our business, financial position, and results of operations

  • 58% rewrittenRisks Related to Our Business

    The financial services industry, including the banking sector, continues to make technological enhancements to meet customer preferences, as well as meet legal and regulatory requirements, and we may not be able to compete effectively as a result of these changes

  • 54% rewrittenRisks Related to Our Business

    Citizens Financial Group, Inc. | 25

    Was: Citizens Financial Group, Inc. | 26

  • 41% rewrittenRisks Related to Our Business

    We are subject to a variety of cybersecurity risks that, if realized, could adversely affect how we conduct our business

  • 38% rewrittenRisks Related to Our Business

    Our ability to meet our obligations, and the cost of funds to do so, depend on our ability to access identified sources of liquidity at a reasonable cost

  • 37% rewrittenRisks Related to Our Business

    Changes in interest rates may have an adverse effect on our liquidity and profitability

  • 37% rewrittenRisks Related to Regulations Governing Our Industry

    The regulatory environment in which we operate continues to be subject to evolving regulatory requirements that could have a material adverse effect on our business and earnings

    Was: The regulatory environment in which we operate continues to be subject to significant and evolving regulatory requirements that could have a material adverse effect on our business and earnings

  • 21% rewrittenRisks Related to Our Business

    We could fail to attract, retain, or motivate highly-skilled and qualified personnel, including our senior management, other key employees, or members of our Board, which could impair our ability to successfully execute our strategic plan and otherwise adversely affect our business

  • 21% rewrittenRisks Related to Our Business

    A reduction in our credit ratings could have a material adverse effect on our business, financial condition, and results of operations

All 40 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01We may not be able to successfully execute our business strategy78% rewritten
  2. 02Inflationary pressures could have an adverse effect on our business, financial position, and results of operations59% rewritten
  3. 03Our ability to meet our obligations, and the cost of funds to do so, depend on our ability to access identified sources of liquidity at a reasonable cost38% rewritten
  4. 04Changes in interest rates may have an adverse effect on our liquidity and profitability37% rewritten
  5. 05Similarly, a decrease in interest rates could reduce our net interest income, net interest margin, and fee income. A prolonged period of low interest rates may result in us holding lower yielding loans and securities should rates rise rapidly after such a period73% rewritten
  6. 06Citizens Financial Group, Inc. | 21100% rewritten
  7. 07We could fail to attract, retain, or motivate highly-skilled and qualified personnel, including our senior management, other key employees, or members of our Board, which could impair our ability to successfully execute our strategic plan and otherwise adversely affect our business21% rewritten
  8. 08A reduction in our credit ratings could have a material adverse effect on our business, financial condition, and results of operations21% rewritten
  9. 09Our financial performance may be adversely affected by deterioration in borrower credit quality
  10. 10Our risk management framework is made up of various processes and strategies to manage our risk exposure and may not be effective under all conditions and circumstances. If our risk management framework proves ineffective, we could suffer unexpected losses and could be materially adversely affectedNew
  11. 11Changes in our accounting policies or standards could materially affect how we report our financial results and condition
  12. 12Our financial and accounting estimates and risk management framework rely on analytical forecasting and models
  13. 13The preparation of our financial statements requires us to make subjective determinations and use estimates that may vary from actual results and materially impact our financial condition and results of operations
  14. 14Operational risks are inherent in our businesses
  15. 15The financial services industry, including the banking sector, continues to make technological enhancements to meet customer preferences, as well as meet legal and regulatory requirements, and we may not be able to compete effectively as a result of these changes58% rewritten
  16. 16Citizens Financial Group, Inc. | 24100% rewritten
  17. 17We are subject to a variety of cybersecurity risks that, if realized, could adversely affect how we conduct our business41% rewritten
  18. 18Citizens Financial Group, Inc. | 2554% rewritten
  19. 19We rely heavily on communications and information systems to conduct our business
  20. 20We rely on third parties for the performance of a significant portion of our information technology
  21. 21We are exposed to reputational risk and the risk of damage to our brands and the brands of our affiliates
  22. 22Unpredictable catastrophic events could have an adverse effect on our business, financial position, and results of operations
  23. 23The effects of geopolitical instability may adversely affect us and create significant risks and uncertainties for our business, with the ultimate impact dependent on future developments, which are highly uncertain and unpredictable
  24. 24Any deterioration in national economic and political conditions could have a material adverse effect on our business, financial condition, and results of operations83% rewritten
  25. 25Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers70% rewritten
  26. 26Citizens Financial Group, Inc. | 27100% rewritten

Risks Related to Our Industry

  1. 27We operate in an industry that is highly competitive, which could result in losing business or margin declines and have a material adverse effect on our business, financial condition, and results of operations74% rewritten
  2. 28The conditions of other financial institutions or of the financial services industry could adversely affect our operations and financial condition

Risks Related to Regulations Governing Our Industry

  1. 29As a financial holding company and a bank holding company, we are subject to regulation that could have a material adverse effect on our business and results of operations
  2. 30Our regulators may impose restrictions or limitations on our operations
  3. 31The regulatory environment in which we operate continues to be subject to evolving regulatory requirements that could have a material adverse effect on our business and earnings37% rewritten
  4. 32We are subject to capital adequacy and liquidity standards, and if we fail to meet these standards our financial condition and operations would be adversely affected
  5. 33The Parent Company could be required to act as a “source of strength” to CBNA, which would have a material adverse effect on our business, financial condition, and results of operations
  6. 34The Parent Company depends on CBNA for substantially all of its revenue, and restrictions on dividends and other distributions by CBNA could affect its liquidity and ability to fulfill its obligations
  7. 35From time-to-time, we may become or are subject to regulatory actions that may have a material impact on our business
  8. 36We are and may be subject to litigation that may have a material impact on our business
  9. 37Compliance with anti-money laundering and anti-terrorism financing rules involves significant cost and effort

Risks Related to our Common Stock

  1. 38Our stock price may be volatile, and you could lose all or part of your investment as a result
  2. 39We may not repurchase shares or pay cash dividends on our common stock
  3. 40“Anti-takeover” provisions and the regulations to which we are subject may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders

Other Citizens Financial Group 10-Ks

  • FY2024 10-K risk factors
    40 risks

    Citizens Financial Group faces heavy regulatory oversight as a bank holding company supervised by the FRB and OCC. Interest rate fluctuations, credit quality deterioration, and cybersecurity threats heavily impact its banking operations.

    Filed Feb 13, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.