Material Event Form 8 K

On July 23, 2024, Citizens Financial Group, Inc. (the "Company") completed the issuance and sale (the "Offering") of $1.25 billion aggregate principal amount of 5.718% Fixed/Floating Rate Senior Notes due 2032 (the "Notes"). The Offering was completed pursuant to the Prospectus, filed with the Securities and Exchange Commission as part of the Company's Registration Statement on Form S-3(File Number: 333-260150)(the "Registration Statement"), dated October 8, 2021, as supplemented by a Prospectus Supplement dated July 18, 2024 (the "Prospectus Supplement") and a free writing prospectus filed on July 18, 2024. In connection with the Offering, the Company entered into an Underwriting Agreement, dated July 18, 2024 (the "Underwriting Agreement"), with Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto.

The Notes were issued under the Indenture, dated as of October 28, 2015 (the "Base Indenture"), as amended by the Ninth Supplemental Indenture, dated as of July 23, 2024 (the "Supplemental Indenture" and together with the Base Indenture, the "Indenture"), between the Company and The Bank of New York Mellon, as Trustee. The Notes will bear interest (i) from and including July 23, 2024 to but excluding July 23, 2031 at a fixed rate of 5.718% per annum and (ii) from and including July 23, 2031 to but excluding July 23, 2032 in accordance with the formula for SOFR described in the Prospectus Supplement plus 1.910%.

The foregoing summary of the terms of the Underwriting Agreement and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Underwriting Agreement, (ii) the Indenture, and (iii) the form of Notes, which are exhibits to this Current Report on Form 8-K.

The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include securities repurchase programs, dividend payments, capital expenditures, working capital, repayment or reduction of long-term and short-term debt, redemption of outstanding long-term debt, short-term debt and preferred equity securities, investing in, or extending credit to, our subsidiaries, and the financing of acquisitions. The Company has not identified the amounts it will spend on any specific purpose.

This Current Report on Form 8-Kis being filed, in part, for the purpose of filing the documents attached as exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes in the Offering, and such exhibits are hereby incorporated by reference into the Registration Statement.