Fitch Ratings has upgraded the Long-Term Issuer Default Ratings (IDRs) of Citizens Financial Group, Inc.'s (CFG) and its operating subsidiary, Citizens Bank, N.A. (CBNA), to 'A-?' from 'BBB+'.
The action reflects the upgrade of CFG's and CBNA's Viability Ratings (VRs) to 'a-?' from 'bbb+'. The upgrade recognizes long-term improvements in earnings power and profitability, which have strengthened CFG's credit profile. CFG's credit profile is now in line with that of similarly rated large regional peers. The Rating Outlook is Stable. CFG's and CBNA's Short-Term IDRs of 'F1' are unchanged.
Key Rating Drivers
Improved Performance Supports Upgrade: In recent years, CFG has achieved sustained margin expansion through asset repricing and has maintained stable credit costs. Simultaneously, long-term investments in fee-generating businesses (including private banking and capital markets) have supported market share gains, income growth and greater revenue diversity. CFG's franchise, diversified business model and well-defined risk appetite and financial profile are in line with those of large regional peers. These factors further support the upgrade.
Diversified Business Model: CFG is the 22nd-largest U.S. bank holding company. It has a significant deposit market share across the Northeast and Midwest, with a growing presence in Florida, California and the Mid-Atlantic. Non-interest income represented 28% of revenue in 1H26, supported by investments in capital markets and wealth management. Private Bank assets under management (AUM) increased 48% yoy at 2Q26, supporting higher wealth fees, mortgage lending and deposit growth.
Adequate Rate Risk Management: Like peers, CFG is naturally asset sensitive. Fitch considers its rate risk governance as adequate, as reflected in its deposit beta, accumulated other comprehensive losses and securities duration. CFG's office commercial real estate (CRE) concentration has declined to 2.8% of loans from 4.0% at YE22, which was previously above that of peers. The concentration is prudently reserved.
Stable Asset Quality Metrics: CFG's impaired loan ratio was stable at 1.8% at 2Q26, though higher than peers, and was comprised largely of legacy CRE loans, at roughly two-thirds of impaired loans. However, Fitch expects CRE impairments to decline through workouts and paydowns. Outside of CRE, commercial and retail credit quality remained stable, with commercial and industrial (C&I) nonaccruals below 20 bp. Retail nonaccruals were generally unchanged yoy at 88 bp. The firmwide NCO ratio fell to 38 bp from a 1Q25 peak of 57bp. Credit losses have continued a multi-year decline.
Profitability Underpinned by Structural Features: CFG's operating profit rose to 1.6% of risk-weighted assets (RWAs) at 2Q26 from a trough of 1.1% in 2024). Asset repricing supported the increase, including the de-risking and drawdown of non-core portfolios in office CRE, auto and education, and swap terminations. These actions will continue to benefit net interest income through 2027. Wealth management revenue increased 16% yoy at 2Q26, while capital markets increased 52% yoy. These businesses accounted for nearly 40% of noninterest income. The 'reimagine the bank' efficiency initiative targets $450 million in annual run rate benefit by 2028, partly through AI adoption. Fitch considers the initiative credible.
Capital Supports Rating: CFG's 10.0%-10.5% CET1 target, compared to 10.4% at 2Q26, positions it well for proposed regulatory requirements. Its AOCI-adjusted CET1 ratio rose slightly yoy to 9.2%, reflecting a reduction in AOCI losses. Fitch views the expected inclusion of AOCI into capital requirements as manageable given the transition period and proposed risk-weight revisions. Although CFG's 9.0% CET1 regulatory requirement is the highest among peers, its improved 2026 stress test performance indicates that the requirement could decline in late 2027. This would increase CFG's management buffer, assuming no change in its capital target.
Granular Deposit Base: CFG relied on a granular deposit base for more than 90% of funding at 2Q26. Its loan-to-deposit ratio of 80.2% (according to Fitch's calculation) compared favorably to the peer average. The deposit franchise's strength was evident during the tightening monetary cycle of 2022-2024, when it benefited from relatively favorable deposit re-mixing and deposit beta. Insured or secured deposits comprised 62% of total deposits with minimal reliance on brokered deposits. Liquidity remained high, with cash and available for sale securities covering roughly 125% of non-interest-bearing deposits and 28% of total deposits, and substantial contingent borrowing capacity of approximately $78.3 billion.
Holding Company Notching: CFG and CBNA's group VR reflects the correlation of their performance and failure risk. CFG's common equity double leverage is below 120%, and it maintains a liquidity buffer at the holding company to cover upcoming cash outflows.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade
A sustained decline in operating profit to below 1.3% of RWAs, particularly if driven by credit losses;
A sustained rise in the impaired loan ratio to above 2% or an increase in NCOs to above 1%;
A decline in the CET1 ratio (inclusive of AOCI) to below 9.0% without a credible plan to rebuild it, particularly if profitability weakens or loan impairments increase.
Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade
CFG's rating has limited near-term upside. An upgrade would require sustained improvement in CFG's competitive position in commercial, consumer and wealth businesses across its operating footprint;
Sustained improvement in CFG's ratio of operating profit-to-RWA to above 2.0%, without a change in risk appetite, driven in particular by a higher contribution from non-interest income to revenue;
An increase in the CET1 ratio (including AOCI) above 10.0%, particularly if profitability and franchise strength also improves.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
The Short-Term IDR of 'F1' is at the higher of two potential levels that map to the CFG and CBNA's Long-Term IDR, reflecting Fitch's assessment of CFG's funding and liquidity profile.
CBNA's long-term deposit rating of 'A+' is two notches above its VR to reflect superior recovery prospects in the event of default, given depositor preference in the U.S. CBNA's short-term deposits are rated 'F1' reflecting the correspondence to CBNA's long-term deposit rating and Fitch's assessment of CFG's funding and liquidity profile.
CBNA's long-term senior debt rating is equalized with the group VR, reflecting expected average recoveries. The holding company's long-term senior debt rating is one notch below the group VR, reflecting Fitch's expectation that over the rating horizon, CFG's total assets will exceed $250 billion, consistent with a Category III designation ($233.8 billion at 2Q26), a size at which Fitch no longer assumes early regulatory intervention is likely to reduce losses for structurally subordinated holding company senior creditors.
CBNA's subordinated debt is notched one level below its VR. This reflects alternate notching to the baseline of two notches and Fitch's view that U.S. regulators' approach to resolution is likely to reduce losses. The holding company's subordinated debt is rated in line with baseline notching (two notches from the VR), as it will no longer meet conditions under our criteria for applying alternate notching.
Per Fitch's 'Bank Rating Criteria,' CFG's preferred stock rating of 'BB+' is notched four levels below its VR, two notches for loss severity and two notches for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments' non-performance and loss severity risk profiles.
CFG and CBNA's GSRs of 'ns' reflects Fitch's view that senior creditors cannot rely on receiving full extraordinary support from the sovereign if CFG becomes non-viable.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
Short-term IDRs would be sensitive to a change in CFG or CBNA's Long-Term IDRs or a change in CFG's funding and liquidity profile. Deposit, senior and subordinated debt, and preferred stock ratings are sensitive to changes in the respective entities' VRs.
CBNA's short-term deposit rating is also sensitive to the company's long-term deposit rating and Fitch's assessment of CFG's funding and liquidity profile.
CFG's and CBNA's GSR would be sensitive to any change in Fitch's view of U.S. sovereign support, which Fitch considers unlikely.
VR ADJUSTMENTS
The business profile score of 'bbb+' is below the 'a' category implied score due to the following adjustment reason: business model (negative).
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING
The principal sources of information used in the analysis are described in the Applicable Criteria.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.
RATING ACTIONS
Entity / Debt
Rating Type
Rating
Rating Action
Prior
Citizens Bank, N.A.
LT IDR
A-
Upgrade
BBB+
ST IDR
F1
Affirmed
F1
Viability
a-
Upgrade
bbb+
Government Support
ns
Affirmed
ns
senior unsecured
LT
A-
Upgrade
BBB+
long-term deposits
LT
A+
Upgrade
A
short-term deposits
ST
F1
Affirmed
F1
Citizens Financial Group, Inc.
LT IDR
A-
Upgrade
BBB+
ST IDR
F1
Affirmed
F1
Viability
a-
Upgrade
bbb+
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The rated entity (and/or its agents) or, in the case of structured finance, one or more of the transaction parties participated in the rating process except that the following issuer(s), if any, did not participate in the rating process, or provide additional information, beyond the issuer's available public disclosure.
APPLICABLE CRITERIA
Bank Rating Criteria (pub. 09 May 2026) (including rating assumption sensitivity)
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Citizens Bank, N.A. EU Endorsed, UK Endorsed
Citizens Financial Group, Inc. EU Endorsed, UK Endorsed
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