Citizens Financial Group Announces Pricing of $600 Million of Citizens Bank, N.A. Senior Notes

Citizens Financial Group, Inc. (NYSE: CFG) today announced the pricing of $600 million of Citizens Bank, N.A. (“CBNA”) 6.064% fixed/floating rate senior notes due 2025 (the “Notes”).

CBNA intends to use the net proceeds of the notes offering for general corporate purposes. The notes offering is expected to close on October 25, 2022, subject to customary closing conditions.

BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Citizens Capital Markets, Inc. are acting as joint book-running managers for the notes offering.

The Notes are being offered under CBNA’s $10.0 billion Global Bank Note Program. The 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 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 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 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 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 $224.7 billion in assets as of September 30, 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 3,400 ATMs and more than 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.

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