Citizens Financial Group Announces Pricing of $450 Million Preferred Stock Depositary Shares Offering

Citizens Financial Group, Inc. (NYSE: CFG) today announced the pricing of an offering of 18,000,000 depositary shares each representing a 1/40th interest in a share of its 5.000% fixed-rate non-cumulative perpetual Series E Preferred Stock, liquidation preference $1,000 per share (equivalent to $25 per depositary share) at an aggregate offering price of $450 million.

CFG intends to use the net proceeds of the offering for general corporate purposes. The offering is expected to close on October 28, 2019, subject to customary closing conditions.

Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities LLC, Citizens Capital Markets, Inc., Barclays Capital Inc., and Credit Suisse Securities (USA) LLC are acting as underwriters for the offering.

The 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 offering. These documents may be obtained for free by visiting the SEC website at Alternatively, the Issuer, any underwriter or any dealer participating in the 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 Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, BofA Securities, Inc. at 1-800-294-1322, J.P Morgan Securities LLC collect at 1-212-834-4533, UBS Securities LLC at 1-888-827-7275, Wells Fargo Securities, LLC at 1-800-645-3751, Citizens Capital Markets, Inc. at 1-203-900-6763, Barclays Capital Inc. toll-free at 1-888-603-5847 or Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037. This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities 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 $164.4 billion in assets as of September 30, 2019. 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 2,900 ATMs and approximately 1,100 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 corporate, institutional and not-for-profit clients a full range of wholesale banking products and services, including lending and deposits, capital markets, treasury services, foreign exchange and interest rate products, and asset finance. More information is available at or visit us on Twitter, LinkedIn or Facebook.

Forward-Looking Statements
“Safe Harbor” Statement within the meaning of the Private Securities Litigation Reform Act of 1995: This communication contains “forward-looking statements” — that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include the failure to consummate this transaction or to make or take any filing or other action required to consummate any such transaction on a timely matter or at all. These or other uncertainties may cause our actual future results to be materially different from those expressed in our forward-looking statements.



Media: Peter Lucht - 781.655.2289
Investors: Ellen A. Taylor - 203.900.6854

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