Citizens Financial Group Announces Pricing of $300 Million Preferred Stock Offering

Citizens Financial Group, Inc. (NYSE: CFG) today announced the pricing of an offering of 300,000 shares of its 4.000% fixed-rate reset non-cumulative perpetual Series G Preferred Stock, liquidation preference $1,000 per share (the “Series G Preferred Stock”) at an aggregate offering price of $300 million.

CFG intends to use a portion of the net proceeds from the sale of the Series G Preferred Stock to redeem all outstanding shares of its Series A Non-Cumulative Perpetual Preferred Stock, $1,000 liquidation preference per share, on the dividend payment date on July 6, 2021. The Series G Preferred Stock offering is expected to close on June 11, 2021, subject to customary closing conditions.

BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as joint book-running managers for the Series G Preferred Stock offering.

The Series G Preferred Stock offering is being made pursuant to an effective shelf registration statement, including a prospectus, filed by CFG with the U.S. Securities and Exchange Commission (“SEC”). Before investing, investors should read the prospectus in that registration statement, the related prospectus supplement and other documents CFG has filed with the SEC for more complete information about CFG and the Series G Preferred Stock offering. These documents may be obtained for free by visiting the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the Series G Preferred Stock offering will arrange to send you the prospectus contained in the registration statement, together with the related prospectus supplement, if you request it by contacting BofA Securities, Inc. toll-free at (800) 294-1322 or by email at dg.prospectus_requests@bofa.com), Barclays Capital Inc. toll-free at 1-888-603-5847, J.P. Morgan Securities LLC at 1-212-834-4533 or Morgan Stanley & Co. LLC at 1-866-718-1649.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the Series G Preferred Stock, nor shall there be any sale of the Series G Preferred Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $187.2 billion in assets as of March 31, 2021. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,000 ATMs and approximately 1,000 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities.

Cautionary Note on Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the completion of, and the use of proceeds from, the Series G Preferred Stock offering, including the redemption of the Series A Preferred Stock. These statements are based upon the Company’s current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond the Company’s control). Actual results may differ, possibly materially, from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth under “Risk Factors” beginning on page 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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