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TMCNet:  Citizens Financial Group Announces Redemption of All Outstanding Depositary Shares Representing Interests in Series D Preferred Stock

[May 23, 2024]

Citizens Financial Group Announces Redemption of All Outstanding Depositary Shares Representing Interests in Series D Preferred Stock

Citizens Financial Group, Inc. (NYSE: CFG) today announced the redemption on July 8, 2024 (the "Redemption Date") of 12,000,000 depositary shares (NYSE: CFG PrD; CUSIP: 174610204; ISIN: US1746102045) (the "Depositary Shares") representing interests in CFG's 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (the "Series D Preferred Stock"). Each Depositary Share represents a 1/40th interest in a share of the Series D Preferred Stock. All 12,000,000 Depositary Shares currently outstanding will be redeemed on the Redemption Date. On and after the Redemption Date, no Depositary Shares or shares of Series D Preferred Stock will remain outstanding and dividends in respect of the Series D Preferred Stock will no longer accrue.

The Depositary Shares will be redeemed at a redemption price of $25 per Depositary Share (equivalent to $1,000 per share of Series D Preferred Stock) (the "Redemption Price"). Because the Redemption Date is a dividend payment date for the Series D Preferred Stock, the Redemption Price does not include declared and unpaid dividends. The regular quarterly dividend on the Depositary Shares was separately declared and will be paid separately on July 8, 2024 to holders of record on the record date for such dividend payment in the customary manner.

Simultaneously with the redemption of the Series D Preferred Stock, the outstanding Depositary Shares will be redeemed on the Redemption Date in accordance with the applicable procedures of Computershare Trust Company, N.A. and Computershare Inc. (collectively, "Computershare"), for an amount per Depositary Share equal to the Redemption Price. All Depositary Shares are held in book-entry form through Computershare and will be redeemed in accordance with the procedures of Computershare. Computershare's address is as follows:

First Class/Registered/Certified

150 Royall Street
Canton, MA 02021
1-877-373-6374

Investors in the Depositary Shares should contact the bank or broker through which they hold a benefiial interest in the Depositary Shares for information about obtaining the Redemption Price for the shares of Depositary Shares in which they have a beneficial interest.




About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation's oldest and largest financial institutions, with $220.4 billion in assets as of March 31, 2024. 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 more than 1,000 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. More information is available at www.citizensbank.com or visit us on X (formerly Twitter), LinkedIn or Facebook.

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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