Citizens’ $750 Million Note Offering

Cleary Gottlieb is representing the underwriters, led by Citigroup, Goldman Sachs, J.P. Morgan, Morgan Stanley, and Citizens Capital Markets, in the offering of $750 million of 5.253% fixed/floating rate senior notes due 2031 of Citizens Financial Group Inc. (Citizens).

The offering priced on February 24, 2025, and is expected to close on March 5, 2025, subject to customary closing conditions.

Citizens is one of the nation’s oldest and largest financial institutions, with $217.5 billion in assets as of December 31, 2024. Cleary has represented the underwriters in numerous other offerings of Citizens’ and Citizens Bank’s securities, including the initial public offering of Citizens’ common stock in September 2014.