Citizens’ $400 Million Preferred Stock Offering

Cleary Gottlieb represented the underwriters, led by Morgan Stanley, BofA Securities, J.P. Morgan, UBS Investment Bank, Wells Fargo Securities, and Citizens Capital Markets, in the offering of 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, with a liquidation preference of $1,000 per share, of Citizens Financial Group, Inc. (Citizens).

The offering priced on May 16, 2024, and is expected to close on May 23, 2024.

Citizens is one of the nation’s oldest and largest financial institutions, with $220 billion in assets as of March 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.