Citizens Financial Group, Inc. (NYSE: CFG) today announced the pricing of concurrent unsecured note offerings by CFG and its banking subsidiary Citizens Bank, N.A. (“CBNA”) of $1.05 billion aggregate principal amount, consisting of:

• $400 million of CFG 5.641% fixed-reset subordinated notes due 2037 (the “CFG Subordinated Notes”)
• $650 million of 4.119% fixed-to-floating rate senior notes due 2025 (the “CBNA Senior Notes”)

CFG and CBNA each intend to use the net proceeds of the note offerings for general corporate purposes. The note offerings are both expected to close on May 23, 2022, subject to customary closing conditions.

BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens Capital Markets, Inc. are acting as joint book-running managers for the note offerings.

The CFG Subordinated Notes are being offered pursuant to an effective shelf registration statement, including a prospectus, filed by CFG with the U.S. Securities and Exchange Commission (“SEC”). Before investing in the CFG Subordinated Notes, 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 www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering of the CFG Subordinated Notes 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. at 1-800-294-1322, Goldman Sachs & Co. LLC at 1-866-471-2526, J.P. Morgan Securities LLC at 1-212-834-453, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 and Citizens Capital Markets, Inc. at 1-203-900-6763.

The CBNA Senior Notes are being offered under CBNA’s $10.0 billion Global Bank Note Program. The CBNA Senior Notes are not deposits and are neither insured nor approved by the Federal Deposit Insurance Corporation or any other government agency and are subject to investment risk, including the possible loss of principal. The CBNA Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being offered pursuant to an exemption from registration under the Securities Act provided by Section 3(a)(2) thereof. A purchaser of the CBNA Senior Notes, in making a purchase, will be deemed to have represented and agreed that it is an institution that is an accredited investor within the meaning of the SEC's Rule 501(a) under the Securities Act, that it is purchasing the CBNA Senior Notes for its own account or the account(s) of one or more other investors that are accredited investors and that it, or each of the other accredited investors, owning a beneficial interest in a CBNA Senior Note will hold an undivided beneficial interest in a principal amount of not less than $250,000 at all times.

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 $192.1 billion in assets as of March 31, 2022. 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 full-service customer contact center and the convenience of approximately 3,300 ATMs and approximately 1,200 branches in 14 states and the District of Columbia. 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.

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.

CFG-IR

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