Filed Pursuant to Rule 424(b)(2)
Registration No.: 333-260150
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 8, 2021)
16,000,000 Depositary Shares Each Representing a
1/40th Interest in a Share of
7.375% Fixed-Rate
Non-Cumulative Perpetual Preferred Stock, Series H
Citizens Financial Group, Inc.
(Citizens) is offering 16,000,000 depositary shares (the Depositary Shares), each of which represents a 1/40th ownership interest in a share of Citizens
7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, liquidation preference $1,000 per share (Series H Preferred Stock) (equivalent to $25 per Depositary Share), deposited
with Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary. The Depositary Shares are evidenced by depositary receipts. Each holder of a Depositary Share will be entitled, through the depositary, to all the rights
and preferences of the shares of Series H Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights) in proportion to the applicable fraction of a share of Series H Preferred Stock represented by such
Depositary Share.
Holders of Series H Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors
(or a duly authorized committee of the board). Any such dividends will be payable quarterly in arrears on January 6, April 6, July 6 and October 6 of each year, beginning on October 6, 2024. From the date of original issue
dividends will be payable at a rate of 7.375% per annum.
Dividends on the Series H Preferred Stock will be
non-cumulative. In the event dividends are not declared on Series H Preferred Stock for payment on any dividend payment date, then those dividends will not be cumulative and will not accrue or be payable, and
if we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series H Preferred Stock are declared for any future
dividend period.
We may, at our option, redeem the Series H Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date
on or after July 6, 2029, or (ii) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment Event (as defined herein), in each case at a redemption price of $1,000 per share (equivalent to $25 per
Depositary Share), plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends. If we redeem the Series H Preferred Stock, the depositary will redeem a proportionate
number of Depositary Shares. The Series H Preferred Stock will not have voting rights, except as set forth under Description of the Series H Preferred StockVoting Rights beginning on page
S-22.
Application will be made to list the Depositary Shares on the New York Stock Exchange under the symbol
CFG PrH. If approved for listing, trading of the Depositary Shares on the New York Stock Exchange is expected to commence within a 30-day period after the initial delivery of the Depositary Shares.
Neither the Series H Preferred Stock nor the Depositary Shares are savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries, and they are not insured by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
Investing in the Depositary Shares involves risk. See Risk Factors beginning on page S-7 of this prospectus supplement and on page 20 of our Annual Report on Form 10-K for the year ended December 31, 2023 (the 2023 Form 10-K) to read about factors you should consider before making a decision to invest in the Depositary Shares.
Neither the Securities and
Exchange Commission (the SEC), any state securities commission, the FDIC, the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Depositary Share |
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Total |
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Initial Public Offering Price(1) |
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$ |
25.0000 |
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$ |
400,000,000.00 |
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Underwriting Discount(2) |
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$ |
0.4593 |
(3) |
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$ |
7,348,625.00 |
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Proceeds, Before Expenses, to Citizens Financial Group, Inc. |
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$ |
24.5407 |
(3) |
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$ |
392,651,375.00 |
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(1) |
The initial public offering price set forth above does not include dividends, if any, that may be declared.
Dividends, if declared, will be calculated from the date of original issuance, which is expected to be May 23, 2024. |
(2) |
Reflects 9,770,000 Depositary Shares sold to institutional investors, for which the underwriters receive an
underwriting discount of $0.2500 per Depositary Share, and 6,230,000 Depositary Shares sold to retail investors, for which the underwriters receive an underwriting discount of $0.7875 per Depositary Share. |
(3) |
Rounded to four decimal places. See footnote (2). |
The underwriters expect to deliver the Depositary Shares in book-entry form only through the facilities of The Depository Trust Company against payment in New
York, New York on May 23, 2024. Beneficial interests in the Depositary Shares will be shown on, and transfers thereof will be effected only through, records maintained by The Depository Trust Company and its direct and indirect participants,
including Clearstream Banking S.A. (Clearstream) and Euroclear Bank S.A./N.V. (Euroclear).
Joint
Book-Running Managers
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Morgan Stanley |
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BofA Securities |
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J.P. Morgan |
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UBS Investment Bank |
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Wells Fargo Securities |
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Citizens Capital Markets |
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Co-Managers |
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Barclays |
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TD Securities |
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Prospectus Supplement dated May 16, 2024