CFG.PRH / Citizens Financial Group, Inc. - Preferred Security - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Citizens Financial Group Names Aunoy Banerjee of Barclays as Chief Financial Officer

EX-99.1 Exhibit 99.1 August 12, 2025 Media: Peter Lucht - 781.655.2289 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group Names Aunoy Banerjee of Barclays as Chief Financial Officer PROVIDENCE, RI – Citizens Financial Group, Inc. (NYSE: CFG) today announced the appointment of Aunoy Banerjee as Executive Vice President and Chief Financial Officer. He will serve on the company’s E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 CITIZENS FINANCIAL G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 CITIZENS FINANCIAL GROUP, INC.

10.1 Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy, amended and effective as of April 24, 2025†*

EXHIBIT 10.1 CITIZENS FINANCIAL GROUP, INC. NON-EMPLOYEE DIRECTORS COMPENSATION POLICY Amended and Effective as of April 24, 2025 The Board of Directors (the “Board”) of Citizens Financial Group, Inc. (the “Company”) has approved this director compensation policy (this “Policy”), which establishes compensation to be paid to each Non-Employee Director (as defined in the Amended and Restated Citizen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36636 (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 CITIZENS FINANCIAL GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 CITIZENS FINANCIAL GROUP, INC.

Deposit Agreement, dated July 31, 2025, among Citizens Financial Group, Inc. and Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the Depositary Receipts described therein

Exhibit 4.2 DEPOSIT AGREEMENT among CITIZENS FINANCIAL GROUP, INC., as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of July 31, 2025 ARTICLE I DEFINED TERMS 1 Section 1.1. Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF THE SERIES I PREFERRED STOCK, EXECUTION A

Underwriting Agreement, dated July 22, 2025, among Citizens Financial Group, Inc. and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto

EX-1.1 Exhibit 1.1 NOTICE REGARDING UNDERWRITING AGREEMENT The attached Underwriting Agreement is a contractual document that establishes and governs the legal relations among the parties with respect to the transactions described therein. The Underwriting Agreement is not intended to be a source for investors of factual, business, or operational information about the Company. The representations

Form of Deposit Agreement, by and among the Registrant and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein

EX-4.1 Exhibit 4.1 DEPOSIT AGREEMENT among CITIZENS FINANCIAL GROUP, INC., as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of July 31, 2025 ARTICLE I DEFINED TERMS 1 Section 1.1. Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF THE SERIES I PREFERRED STOCK, EXEC

3.2 Certificate of Designations of the Registrant with respect to the Series I Preferred Stock, dated July 25, 2025, filed with the Secretary of State of the State of Delaware and effective July 25, 2025 (incorporated herein by reference to Exhibit 3.2 of Form 8-A, filed July 30, 2025)

Exhibit 3.2 CERTIFICATE OF DESIGNATIONS OF 6.500% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES I OF CITIZENS FINANCIAL GROUP, INC. Pursuant to Section 151 of the Delaware General Corporation Law Citizens Financial Group, Inc., a Delaware corporation (the “Corporation”), hereby certifies that: In accordance with the resolutions of the Board of Directors of the Corporation (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIZENS FINANCIAL GROUP, INC. (Exact Name of R

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIZENS FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified In Its Charter) Delaware 05-0412693 (State of incorporation or organization) (IRS Employer Identification No.) One Citiz

Calculation of Filing Fee Table (Form Type) CITIZENS FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CITIZENS FINANCIAL GROUP, INC.

16,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I

424B2 Filed Pursuant to Rule 424(b)(2) Registration No.: 333-282511 PROSPECTUS SUPPLEMENT (To Prospectus dated October 4, 2024) 16,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I Citizens Financial Group, Inc. (“Citizens”) is offering 16,000,000 depositary shares (the “Depositary Shares”), each o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Subject to Completion, dated July 22, 2025

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-282511 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to C

CITIZENS FINANCIAL GROUP, INC. 16,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I Liquidation Preference $1,000 Per Share of Preferred Stock (equi

FWP Filed Pursuant to Rule 433 Registration No. 333-282511 CITIZENS FINANCIAL GROUP, INC. $400,000,000 16,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I Liquidation Preference $1,000 Per Share of Preferred Stock (equivalent to $25 Per Depositary Share) Term Sheet July 22, 2025 The following inf

Quarterly Trends 2Q25 change from ($s in millions, except per share data) 2Q25 1Q25 2Q24 1Q25 2Q24 $/bps % $/bps % Net interest income $ 1,437 $ 1,391 $ 1,410 $ 46 3 % $ 27 2 % Noninterest income 600 544 549 56 10 51 9 Total revenue $ 2,037 $ 1,935 $

Exhibit 99.1 Key Financial Data 2Q25 1Q25 2Q24 Second Quarter 2025 Highlights Income Statement ($s in millions) ■EPS of $0.92, up $0.15 QoQ –Strong revenue performance, disciplined expense management –Continued strong Private Bank progress, contributing $0.06 to EPS, up $0.02 QoQ ■PPNR of $718 million, up 16% QoQ –NII up 3.3%, reflects NIM up 5 bps to 2.95%, and interest-earning assets up 1% –Stro

Financial Supplement Second Quarter 2025

Exhibit 99.2 Financial Supplement Second Quarter 2025 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 15

Citizens Financial Group, Inc. Reports Second Quarter 2025 Net Income of $436 million and EPS of $0.92 Sequential NII Growth of 3%, Fee Growth of 10%, Positive Operating Leverage of ~5%

Citizens Financial Group, Inc. Reports Second Quarter 2025 Net Income of $436 million and EPS of $0.92 Sequential NII Growth of 3%, Fee Growth of 10%, Positive Operating Leverage of ~5% Key Financial Data 2Q25 1Q25 2Q24 Second Quarter 2025 Highlights Income Statement ($s in millions) ■EPS of $0.92, up $0.15 QoQ –Strong revenue performance, disciplined expense management –Continued strong Private B

Financial Supplement Second Quarter 2025

Financial Supplement Second Quarter 2025 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 15 Loans and Lea

2Q25 Financial Results July 17, 2025 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that

cfg2q25earningspresentat 2Q25 Financial Results July 17, 2025 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2025 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2025 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Citizens Financial Group, Inc. Announces an Increase in Share Repurchase Authorization to $1.5 billion

June 13, 2025 Media: Peter Lucht - 781.655.2288 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group, Inc. Announces an Increase in Share Repurchase Authorization to $1.5 billion PROVIDENCE, R.I. – Citizens Financial Group, Inc. (NYSE: CFG or the “Company”) today announces that its board of directors has increased the capacity of the Company’s common share repurchase program to $1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2025 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36636 (Exact name of regist

Citizens Financial Group Elevates Brendan Coughlin to President Chief Financial Officer John Woods to Leave Citizens

EX-99.1 2 d933266dex991.htm EX-99.1 Exhibit 99.1 April 30, 2025 Media: Peter Lucht - 781.655.2289 Investors: Kristin Silberberg—203.900.6854 Citizens Financial Group Elevates Brendan Coughlin to President Chief Financial Officer John Woods to Leave Citizens PROVIDENCE, RI – Citizens Financial Group, Inc. (NYSE: CFG) today announced that Brendan Coughlin, currently Vice Chair and Head of Consumer,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 CITIZENS FINANCIAL G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 CITIZENS FINANCIAL GROUP, INC.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2025 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Financial Supplement First Quarter 2025

Financial Supplement First Quarter 2025 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 9 Segment Financial Highlights 10 Credit-Related Information: Nonaccrual loans and leases 14 Loans and Lease

Citizens Financial Group, Inc. Reports First Quarter 2025 Net Income of $373 million and EPS of $0.77 CET1 ratio of 10.6%; LDR 77.5%

Citizens Financial Group, Inc. Reports First Quarter 2025 Net Income of $373 million and EPS of $0.77 CET1 ratio of 10.6%; LDR 77.5% Key Financial Data 1Q25 4Q24 1Q24 First Quarter 2025 Highlights Income Statement ($s in millions) ■EPS of $0.77 and ROTCE of 9.6% ■PPNR of $621 million, down 9% QoQ on an Underlying basis –NII down 1.5%, driven by day count; NIM of 2.90%, up 3 bps –Fees down 3.5%, pr

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2025 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

1Q25 Financial Results April 16, 2025 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that

1Q25 Financial Results April 16, 2025 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

Underwriting Agreement, dated as of February 24, 2025, between the Company, and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto

EXHIBIT 1.1 NOTICE REGARDING UNDERWRITING AGREEMENT The attached Underwriting Agreement is a contractual document that establishes and governs the legal relations among the parties with respect to the transactions described therein. The Underwriting Agreement is not intended to be a source for investors of factual, business, or operational information about the Company. The representations and war

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 CITIZENS FINANCIAL GROUP INC/RI (Exact name of registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or other jurisdiction of incorporation ) (Com

Tenth Supplemental Indenture, dated as of March 5, 2025, between the Company and The Bank of New York Mellon

EXHIBIT 4.2 CITIZENS FINANCIAL GROUP, INC. Company and THE BANK OF NEW YORK MELLON Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of March 5, 2025 to SENIOR INDENTURE Dated as of October 28, 2015 $750,000,000 Principal Amount of 5.253% Fixed/Floating Rate Senior Notes due 2031  TABLE OF CONTENTS  PAGE ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 Section 101 Relation to Base I

$750,000,000 5.253% Fixed/Floating Rate Senior Notes due 2031

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-282511 Prospectus Supplement (To Prospectus dated October 4, 2024) $750,000,000 5.253% Fixed/Floating Rate Senior Notes due 2031 We are offering $750,000,000 aggregate principal amount of our 5.253% fixed/floating rate senior notes due 2031 (the “notes”). The notes will bear interest (i) from and including March 5, 2025 to bu

Calculation of Filing Fee Table (Form Type) CITIZENS FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CITIZENS FINANCIAL GROUP, INC.

Subject to Completion, dated February 24, 2025

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-282511 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities in any jurisdiction where offer or sale is not permitted.

CITIZENS FINANCIAL GROUP, INC. $750,000,000 5.253% FIXED/FLOATING RATE SENIOR NOTES DUE 2031 PRICING TERM SHEET DATED FEBRUARY 24, 2025 The following information relates to Citizens Financial Group, Inc.’s offering of its 5.253% Fixed/Floating Rate S

FILED PURSUANT TO RULE 433 REGISTRATION NO. 333-282511 CITIZENS FINANCIAL GROUP, INC. $750,000,000 5.253% FIXED/FLOATING RATE SENIOR NOTES DUE 2031 PRICING TERM SHEET DATED FEBRUARY 24, 2025 The following information relates to Citizens Financial Group, Inc.’s offering of its 5.253% Fixed/Floating Rate Senior Notes due 2031 and should be read together with the preliminary prospectus supplement dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36636 (Exact name of registrant

4.7 Agreement to furnish to the SEC upon request a copy of instruments defining the rights of holders of certain long-term debt of the registrant and consolidated subsidiaries*

EXHIBIT 4.7 Michael Soccio Executive Vice President and Treasurer Citizens Financial Group, Inc. 1 Citizens Plaza Providence, Rhode Island 02903 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 February 13, 2025 Subject: Citizens Financial Group, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2024 – File No. 001-36636 Dear Sirs: Neither Citizens Fina

4.6 Description of the Securities Registered Pursuant to Section 12 of the Securities Act of 1934*

EXHIBIT 4.6 DESCRIPTION OF THE SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Citizens Financial Group, Inc. (“Citizens,” “we,” “our,” “us,” and the “Company”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Common Stock, par value $0.01 per share; (ii) Depositary Shares ea

Insider Trading Policy

EXHIBIT 19.1 Personal Securities Transactions Policy Foundational Principle Citizens will adhere to all laws and regulations while applying the highest ethical standards in a manner that is understood by our colleagues and puts our customers’ interests first in order to provide the best possible customer experience. Overview and Purpose The Personal Securities Transactions Policy (PST Policy) has

Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Performance Stock Unit Award Agreement†*

EXHIBIT 10.7 CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Performance Stock Unit Award Agreement Terms and Conditions Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and

21.1 Subsidiaries of Registrant*

EXHIBIT 21.1 CITIZENS FINANCIAL GROUP, INC. SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization 1215 Financial Center Associates, Ltd. OH CFG Service Corp. DE CIADS Agency, Inc. OH Citizens Asset Finance, Inc. NY Citizens Auto Receivables Trust 2023- 1 DE Citizens Auto Receivables Trust 2023-2 DE Citizens Auto Receivables Trust 2024-1 DE Citizens Auto Receivables Trust 2024-2 DE Citizens

Executive Employment Agreement, dated September 5, 2013, between the Registrant and Elizabeth Johnson and subsequent addendums dated July 15, 2014 and August 28, 2017

EXHIBIT 10.38 September 5, 2013 Dear Beth, Congratulations! On behalf of RBS Citizens, N.A. ("RBS" or "the Company"), I am pleased to offer you the position of Executive Vice President, Head of Strategy beginning on a date to be determined (“Start Date”). Position and Function You will be based in Boston, MA and at any time thereafter within a 50 mile radius. Your employment may require domestic a

10.5 Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Restricted Stock Unit Award Agreement†*

EXHIBIT 10.5 AMENDED & RESTATED CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Award Agreement Terms and Conditions Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Amended & Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict

Citizens Financial Group, Inc. Reports Fourth Quarter 2024 Net Income of $401 million and EPS of $0.83 Underlying Net Income of $412 million and EPS of $0.85* CET1 ratio of 10.8%; LDR 79.6% 2024 Net Income of $1.5 billion and EPS of $3.03; Underlying

Citizens Financial Group, Inc. Reports Fourth Quarter 2024 Net Income of $401 million and EPS of $0.83 Underlying Net Income of $412 million and EPS of $0.85* CET1 ratio of 10.8%; LDR 79.6% 2024 Net Income of $1.5 billion and EPS of $3.03; Underlying EPS of $3.24 Key Financial Data 4Q24 3Q24 4Q23 Fourth Quarter 2024 Highlights Income Statement ($s in millions) ■Underlying EPS of $0.85 and ROTCE of

Financial Supplement Fourth Quarter and Full Year 2024

Financial Supplement Fourth Quarter and Full Year 2024 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 15

4Q24 and 2024 Financial Results January 17, 2025 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any sta

4Q24 and 2024 Financial Results January 17, 2025 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2025 (Exact name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2025 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

Goldman Sachs Financial Services Conference 2024 Investor Presentation December 10, 2024 Bruce Van Saun Chairman, Chief Executive Officer 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking state

Goldman Sachs Financial Services Conference 2024 Investor Presentation December 10, 2024 Bruce Van Saun Chairman, Chief Executive Officer 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

CFG / Citizens Financial Group, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Citizens Financial Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 174610105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

CFG / Citizens Financial Group, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Citizens Financial Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 174610105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the approp

JOINT FILING AGREEMENT

Invesco Joint Filing Agreement JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

CFG / Citizens Financial Group, Inc. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Citizens Financial Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 174610105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2024 (Exact name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

Financial Supplement Third Quarter 2024

Financial Supplement Third Quarter 2024 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 15 Loans and Leas

3Q24 Financial Results October 16, 2024 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement th

a3q24earningspresentatio 3Q24 Financial Results October 16, 2024 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Citizens Financial Group, Inc. Reports Third Quarter 2024 Net Income of $382 million and EPS of $0.77 Underlying Net Income of $392 million and EPS of $0.79* CET1 ratio of 10.6%; LDR 80.8%

Citizens Financial Group, Inc. Reports Third Quarter 2024 Net Income of $382 million and EPS of $0.77 Underlying Net Income of $392 million and EPS of $0.79* CET1 ratio of 10.6%; LDR 80.8% Key Financial Data 3Q24 2Q24 3Q23 Third Quarter 2024 Highlights Income Statement ($s in millions) ■Underlying EPS of $0.79 and ROTCE of 9.7% ■Underlying PPNR of $655 million –NII down 2.9% QoQ, driven by a 10 bp

Power of Attorney

EX-24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bruce Van Saun, John F. Woods, Polly N. Klane, Michael Soccio and Robin S. Elkowitz and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him o

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as Trustee, under the Senior Indenture

EX-25.1 EXHIBIT 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as Trustee, under the Subordinated Indenture

EX-25.2 EXHIBIT 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

As filed with the Securities and Exchange Commission on October 4, 2024

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on October 4, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) Citizens Financial Group, Inc.

Citizens Financial Group Announces Appointment of Claude E. Wade to Board of Directors; Wendy Watson to Retire

Exhibit 99.1 Media: Peter Lucht - 781.655.2289 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group Announces Appointment of Claude E. Wade to Board of Directors; Wendy Watson to Retire PROVIDENCE, R.I.- Citizens Financial Group, Inc. (NYSE: CFG) today announced the appointment of Claude E. Wade to the company’s Board of Directors, effective March 1, 2025. Wade’s appointment will

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2024 CITIZENS FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or other jurisdiction of incorporation )

Citizens Appoints Christopher Schnirel as Controller and Chief Accounting Officer

Exhibit 99.1 Media: Peter Lucht - 781.655.2289 Investors: Kristin Silberberg - 203.900.6854 Citizens Appoints Christopher Schnirel as Controller and Chief Accounting Officer PROVIDENCE, RI—Today, Citizens Financial Group (NYSE: CFG) announced that it has appointed Christopher Schnirel as Controller and Chief Accounting Officer, effective October 21, 2024. “We are pleased to welcome Chris to Citize

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact name

10.1 Form of Restricted Cash Award Agreement†*

EXHIBIT 10.1 CITIZENS FINANCIAL GROUP, INC. RESTRICTED CASH AWARD AGREEMENT Section 1.Grant of Restricted Cash Award. Citizens Financial Group, Inc. (together with its Subsidiaries, the “Company”) has granted to (the “Executive”) (the Company and the Executive collectively, the “Parties”), in exchange for the Executive’s services to the Company, a cash award subject to the restrictions set forth b

10.2 Form of Executive Letter Agreement for Stock Ownership Guidelines

EXHIBIT 10.2 [Date] [Name] [Address] Dear [Name], The Compensation and Human Resources Committee of the Board of Directors of Citizens Financial Group, Inc. (the “Company”) has approved a Leadership Succession Award (the “LSA”) to you, consisting of restricted stock units (“RSUs”), performance stock units (“PSUs”), and restricted cash. In consideration for receiving the LSA, you hereby agree that

Ninth Supplemental Indenture, dated as of July 23, 2024, between the Company and The Bank of New York Mellon

EXHIBIT 4.2 CITIZENS FINANCIAL GROUP, INC. Company and THE BANK OF NEW YORK MELLON Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of July 23, 2024 to SENIOR INDENTURE Dated as of October 28, 2015 $1,250,000,000 Principal Amount of 5.718% Fixed/Floating Rate Senior Notes due 2032 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 Section 101 Relation to Base I

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2024 CITIZENS FINANCIAL GROUP INC/RI (Exact name of registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or other jurisdiction of incorporation ) (Com

Underwriting Agreement, dated as of July 18, 2024, between the Company, and 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

EXHIBIT 1.1 NOTICE REGARDING UNDERWRITING AGREEMENT The attached Underwriting Agreement is a contractual document that establishes and governs the legal relations among the parties with respect to the transactions described therein. The Underwriting Agreement is not intended to be a source for investors of factual, business, or operational information about the Company. The representations and war

$1,250,000,000 5.718% Fixed/Floating Rate Senior Notes due 2032

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 Prospectus Supplement (To Prospectus dated October 8, 2021) $1,250,000,000 5.718% Fixed/Floating Rate Senior Notes due 2032 We are offering $1,250,000,000 aggregate principal amount of our 5.718% fixed/floating rate senior notes due 2032 (the “notes”). The notes will bear interest (i) from and including July 23,

Calculation of Filing Fee Table (Form Type) CITIZENS FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities  Security  Type Security Class Title Fee Calculation or Carry Forward Rule Amount R

EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CITIZENS FINANCIAL GROUP, INC.

Quarterly Trends 2Q24 change from ($s in millions, except per share data) 2Q24 1Q24 2Q23 1Q24 2Q23 $/bps % $/bps % Net interest income $ 1,410 $ 1,442 $ 1,588 $ (32) (2) % $ (178) (11) % Noninterest income 549 514 506 35 7 43 8 Total revenue $ 1,959

Exhibit 99.1 Key Financial Data 2Q24 1Q24 2Q23 Second Quarter 2024 Highlights Income Statement ($s in millions) ■Underlying EPS of $0.82 and ROTCE of 11.1% ■Underlying PPNR of $694 million, up 2% QoQ –Strong fee performance, up 7% QoQ with higher Capital Markets and record Wealth and Card fees –NII down 2% QoQ primarily driven by a 4 bp decline in NIM related to swaps impact –Expenses down 1% QoQ

Financial Supplement Second Quarter 2024

Exhibit 99.2 Financial Supplement Second Quarter 2024 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 15

Subject to Completion, dated July 18, 2024

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities in any jurisdiction where offer or sale is not permitted. Subje

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

CITIZENS FINANCIAL GROUP, INC. $1,250,000,000 5.718% FIXED/FLOATING RATE SENIOR NOTES DUE 2032 PRICING TERM SHEET DATED JULY 18, 2024 The following information relates to Citizens Financial Group, Inc.’s offering of its 5.718% Fixed/Floating Rate Sen

Filed Pursuant to Rule 433  Registration No. 333-260150 CITIZENS FINANCIAL GROUP, INC. $1,250,000,000 5.718% FIXED/FLOATING RATE SENIOR NOTES DUE 2032 PRICING TERM SHEET DATED JULY 18, 2024 The following information relates to Citizens Financial Group, Inc.’s offering of its 5.718% Fixed/Floating Rate Senior Notes due 2032 and should be read together with the preliminary prospectus supplement date

Financial Supplement Second Quarter 2024

Financial Supplement Second Quarter 2024 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 15 Loans and Lea

2Q24 Financial Results July 17, 2024 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that

cfg2q24earningspresentat 2Q24 Financial Results July 17, 2024 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Citizens Financial Group, Inc. Reports Second Quarter 2024 Net Income of $392 million and EPS of $0.78 Underlying Net Income of $408 million and EPS of $0.82* CET1 ratio of 10.7%; LDR 80.4%

Citizens Financial Group, Inc. Reports Second Quarter 2024 Net Income of $392 million and EPS of $0.78 Underlying Net Income of $408 million and EPS of $0.82* CET1 ratio of 10.7%; LDR 80.4% Key Financial Data 2Q24 1Q24 2Q23 Second Quarter 2024 Highlights Income Statement ($s in millions) ■Underlying EPS of $0.82 and ROTCE of 11.1% ■Underlying PPNR of $694 million, up 2% QoQ –Strong fee performance

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2024 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 (Exact name of the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. E

3.1 Restated Certificate of Incorporation of the Registrant as in effect on the date hereof, as filed with the Secretary of State of the State of Delaware and effective July 8, 2024 (incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed July 9, 2024)

Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF CITIZENS FINANCIAL GROUP, INC. Pursuant to the provisions of §245 of the General Corporation Law of the State of Delaware FIRST: The present name of the corporation is Citizens Financial Group, Inc. (the “Corporation”). The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of

Certificate of Elimination relating to the Series D Preferred Stock, dated July 8, 2024

EXHIBIT 3.1 CERTIFICATE OF ELIMINATION OF 6.350% FIXED-TO-FLOATING NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES D OF CITIZENS FINANCIAL GROUP, INC. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Citizens Financial Group, Inc., a Delaware corporation (the “Company”), hereby certifies in accordance with the provisions of Section 151(g) of the General Corporati

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 22, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Citizens Financial Group, Inc.

Power of Attorney*

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Bruce Van Saun, John F. Woods, Polly N. Klane, C. Jack Read, Michael Soccio and Robin S. Elkowitz and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstituti

As filed with the Securities and Exchange Commission on July 1, 2024

As filed with the Securities and Exchange Commission on July 1, 2024 Registration No.

Citizens Financial Group, Inc. Announces Preliminary Stress Capital Buffer and $656 million Increase in Share Repurchase Authorization to $1.25 billion

Exhibit 99.1 June 28, 2024 Media: Peter Lucht - 781.655.2288 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group, Inc. Announces Preliminary Stress Capital Buffer and $656 million Increase in Share Repurchase Authorization to $1.25 billion PROVIDENCE, R.I. – Citizens Financial Group, Inc. (NYSE: CFG or the “Company”) today announces the Board of Governors of the Federal Reserve S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2024 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 CITIZENS FINANCIAL GROUP, INC.

Deposit Agreement, dated May 23, 2024, among Citizens Financial Group, Inc. and Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the Depositary Receipts described therein (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form 8-A, filed May 23, 2024)

EX-4.1 EXHIBIT 4.1 DEPOSIT AGREEMENT among CITIZENS FINANCIAL GROUP, INC., as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of May 23, 2024 ARTICLE I DEFINED TERMS 3 Section 1.1. Definitions 3 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF THE SERIES H PREFERRED STOCK, EXECU

Certificate of Designations of Citizens Financial Group, Inc. with respect to the 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, dated May 17, 2024, filed with the Secretary of State of the State of Delaware and effective May 17, 2024 (incorporated herein by reference to Exhibit 3.2 of the Registration Statement on Form 8-A, filed May 23, 2024)

EX-3.2 EXHIBIT 3.2 CERTIFICATE OF DESIGNATIONS OF 7.375% FIXED-RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES H OF CITIZENS FINANCIAL GROUP, INC. Pursuant to Section 151 of the Delaware General Corporation Law Citizens Financial Group, Inc., a Delaware corporation (the “Corporation”), hereby certifies that: In accordance with the resolutions of the Board of Directors of the Corporation (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIZENS FINANCIAL GROUP, INC. (Exact Name of R

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIZENS FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified In Its Charter) Delaware 05-0412693 (State of incorporation or organization) (IRS Employer Identification No.) One Citiz

Underwriting Agreement, dated May 16, 2024, among Citizens Financial Group, Inc. and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto

EXHIBIT 1.1 NOTICE REGARDING UNDERWRITING AGREEMENT The attached Underwriting Agreement is a contractual document that establishes and governs the legal relations among the parties with respect to the transactions described therein. The Underwriting Agreement is not intended to be a source for investors of factual, business, or operational information about the Company. The representations and war

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 CITIZENS FINANCIAL GROUP, INC.

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

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 PROSPECTUS SUPPLEMENT (To Prospectus dated October 8, 2021) 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 Citizens Financial Group, Inc. (“Citizens”) is offering 16,000,000 depositary shares (the “Depositary Shares”),

Calculation of Filing Fee Table (Form Type) CITIZENS FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Fo

EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CITIZENS FINANCIAL GROUP, INC.

CITIZENS FINANCIAL GROUP, INC. 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 Liquidation Preference $1,000 Per Share of Preferred Stock (equivalent

Filed Pursuant to Rule 433 Registration No. 333-260150 CITIZENS FINANCIAL GROUP, INC. $400,000,000 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 Liquidation Preference $1,000 Per Share of Preferred Stock (equivalent to $25 Per Depositary Share) Term Sheet May 16, 2024 The following information re

Subject to Completion, dated May 16, 2024

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Complet

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 (Exact name of the re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Em

Barclays Americas Select Franchise Conference May 8, 2024 Bruce Van Saun Chairman and Chief Executive Officer 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of

barclaysamericasselectfr Barclays Americas Select Franchise Conference May 8, 2024 Bruce Van Saun Chairman and Chief Executive Officer 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

10.10 Amended and Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan, amended and restated as of July 1, 2024 (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed May 6, 2024)†

EXHIBIT 10.4 AMENDED AND RESTATED CITIZENS FINANCIAL GROUP, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN Amended & Restated Effective as of July 1, 2024 Section 1.Purpose. The purpose of the Plan (as defined below) is to facilitate Employee participation in the ownership and economic progress of the Company and its Subsidiaries by providing Employees with an opportunity to purchase Shares of the Company

10.15 Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy, amended and effective April 25, 2024 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed May 6, 2024)†

EXHIBIT 10.1 CITIZENS FINANCIAL GROUP, INC. NON-EMPLOYEE DIRECTORS COMPENSATION POLICY Amended and Effective as of April 25, 2024 The Board of Directors (the “Board”) of Citizens Financial Group, Inc. (the “Company”) has approved this director compensation policy (this “Policy”), which establishes compensation to be paid to each Non-Employee Director (as defined in the Citizens Financial Group, In

10.2 Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan, Amended and Restated Effective as of April 25, 2024†*

EXHIBIT 10.2 AMENDED & RESTATED CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Amended & Restated Effective as of April 25, 2024 Section 1.Purpose. The purpose of the Amended & Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”) is to attract, retain, and motivate employees and other individuals performing services to the Company to contribute to the long-t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact nam

10.18 Amended and Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, amended and restated effective April 25, 2024 (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed May 6, 2024)†

EXHIBIT 10.3 AMENDED & RESTATED CITIZENS FINANCIAL GROUP, INC. 2014 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN Amended & Restated Effective as of April 25, 2024 Section 1.Purpose. The purpose of the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (the “Plan”) is to attract and retain the services of experienced non-employee directors for Citizens Financial Group, Inc. (t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Em

Eighth Supplemental Indenture, dated as of April 25, 2024, between the Company and The Bank of New York Mellon

EX-4.2 EXHIBIT 4.2 CITIZENS FINANCIAL GROUP, INC. Company and THE BANK OF NEW YORK MELLON Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of April 25, 2024 to SENIOR INDENTURE Dated as of October 28, 2015 $750,000,000 Principal Amount of 6.645% Fixed/Floating Rate Senior Notes due 2035 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 Section 101 Relation to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Financial Group, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or other jurisdiction of incorporation ) (Commission F

Underwriting Agreement, dated as of April 18, 2024, between the Company, and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens JMP Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto

EXHIBIT 1.1 NOTICE REGARDING UNDERWRITING AGREEMENT The attached Underwriting Agreement is a contractual document that establishes and governs the legal relations among the parties with respect to the transactions described therein. The Underwriting Agreement is not intended to be a source for investors of factual, business, or operational information about the Company. The representations and war

$750,000,000 6.645% Fixed/Floating Rate Senior Notes due 2035

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 Prospectus Supplement (To Prospectus dated October 8, 2021) $750,000,000 6.645% Fixed/Floating Rate Senior Notes due 2035 We are offering $750,000,000 aggregate principal amount of our 6.645% fixed/floating rate senior notes due 2035 (the “notes”). The notes will bear interest (i) from and including April 25, 2024 to b

Calculation of Filing Fee Table (Form Type) CITIZENS FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Reg

EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CITIZENS FINANCIAL GROUP, INC.

Quarterly Trends 1Q24 change from ($s in millions, except per share data) 1Q24 4Q23 1Q23 4Q23 1Q23 $/bps % $/bps % Net interest income $ 1,442 $ 1,488 $ 1,643 $ (46) (3) % $ (201) (12) % Noninterest income 514 500 485 14 3 29 6 Total revenue $ 1,956

Exhibit 99.1 Key Financial Data 1Q24 4Q23 1Q23 First Quarter 2024 Highlights Income Statement ($s in millions) ■Underlying EPS of $0.79 and ROTCE of 10.6% ■Underlying PPNR of $683 million –NII down 3% QoQ given a slight decrease in interest-earning assets; stable NIM of 2.91% –Fees up 3% QoQ with higher Capital Markets and Card fees –Expenses stable QoQ including continued Private Bank start-up in

Financial Supplement First Quarter 2024

Exhibit 99.2 Financial Supplement First Quarter 2024 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 9 Segment Financial Highlights 10 Credit-Related Information: Nonaccrual loans and leases 14 Lo

Subject to Completion, dated April 18, 2024

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities in any jurisdiction where offer or sale is not permitted. Subje

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

CITIZENS FINANCIAL GROUP, INC. $750,000,000 6.645% Fixed/Floating Rate Senior Notes Due 2035 PRICING TERM SHEET DATED APRIL 18, 2024 The following information relates to Citizens Financial Group, Inc.’s offering of its 6.645% Fixed/Floating Rate Seni

Filed Pursuant to Rule 433 Registration No. 333-260150 CITIZENS FINANCIAL GROUP, INC. $750,000,000 6.645% Fixed/Floating Rate Senior Notes Due 2035 PRICING TERM SHEET DATED APRIL 18, 2024 The following information relates to Citizens Financial Group, Inc.’s offering of its 6.645% Fixed/Floating Rate Senior Notes due 2035 and should be read together with the preliminary prospectus supplement dated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

1Q24 Financial Results April 17, 2024 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that

1Q24 Financial Results April 17, 2024 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Citizens Financial Group, Inc. Reports First Quarter 2024 Net Income of $334 million and EPS of $0.65 Underlying Net Income of $395 million and EPS of $0.79* Strong recovery in Capital Markets fees Stable NIM; LDR of 81%; CET1 ratio of 10.6%

Citizens Financial Group, Inc. Reports First Quarter 2024 Net Income of $334 million and EPS of $0.65 Underlying Net Income of $395 million and EPS of $0.79* Strong recovery in Capital Markets fees Stable NIM; LDR of 81%; CET1 ratio of 10.6% Key Financial Data 1Q24 4Q23 1Q23 First Quarter 2024 Highlights Income Statement ($s in millions) ■Underlying EPS of $0.79 and ROTCE of 10.6% ■Underlying PPNR

Financial Supplement First Quarter 2024

Financial Supplement First Quarter 2024 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 9 Segment Financial Highlights 10 Credit-Related Information: Nonaccrual loans and leases 14 Loans and Lease

Positioned for the future 2023 Annual Review As I reflect on 2023 — which marked my 10-year anniversary as CEO — I am struck by the tremendous strides we’ve made towards realizing our vision of becoming a top-performing bank. In that time, we’ve buil

Positioned for the future 2023 Annual Review As I reflect on 2023 — which marked my 10-year anniversary as CEO — I am struck by the tremendous strides we’ve made towards realizing our vision of becoming a top-performing bank.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

YOUR VOTE IS IMPORTANT Votes submitted electronically must be received by 11:59 p.m. (Eastern Time) on April 24, 2024. TO VOTE ONLINE AND ACCESS THE MEETING DOCUMENTS Scan the QR code or go to envisionreports.com/CFG to vote your shares ANNUAL MEETIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

Agreement to furnish to the SEC upon request a copy of instruments defining the rights of holders of certain long-term debt of the registrant and consolidated subsidiaries*

EXHIBIT 4.7 Michael Soccio Executive Vice President and Treasurer Citizens Financial Group, Inc. 1 Citizens Plaza Providence, Rhode Island 02903 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 February 16, 2024 Subject: Citizens Financial Group, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2023 – File No. 001-36636 Dear Sirs: Neither Citizens Fina

10.6 Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Performance Stock Unit Award Agreement†*

EXHIBIT 10.6 CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Performance Stock Unit Award Agreement Terms and Conditions Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and

10.24 Fifth Amendment to the CFG Voluntary Executive Deferred Compensation Plan dated January 1, 2024†*

EXHIBIT 10.24 December 2023 Amendment CFG Voluntary Executive Deferred Compensation Plan Fifth Amendment Effective for Plan Years beginning on and after January 1, 2024, the CFG Voluntary Executive Deferred Compensation Plan Amended and Restated September 1, 2014 (the “Plan”), is hereby amended as follows. Payment of In-Service Accounts Effective January 1, 2024, the first sentence of Section 5.5(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact name of

Description of the Securities Registered Pursuant to Section 12 of the Securities Act of 1934*

EXHIBIT 4.6 DESCRIPTION OF THE SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Citizens Financial Group, Inc. (“Citizens,” “we,” “our,” “us,” and the “Company”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Common Stock, par value $0.01 per share; (ii) Depositary Shares ea

10.26 Citizens Financial Group, Inc. Form of Deferred Cash Award Agreement†*

EXHIBIT 10.26 CITIZENS FINANCIAL GROUP, INC. Deferred Cash Award Agreement Terms and Conditions Section 1.Grant of Deferred Cash Award. Citizens Financial Group, Inc. (together with its Subsidiaries, the “Company”) has granted to the participant, as identified in such participant’s electronic account (the “Participant”) (the Company and the Participant collectively, the “Parties”), in exchange for

21.1 Subsidiaries of Registrant*

EXHIBIT 21.1 CITIZENS FINANCIAL GROUP, INC. SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization 1215 Financial Center Associates, Ltd. OH CFG Service Corp. DE CIADS Agency, Inc. OH Citizens Asset Finance, Inc. NY Citizens Auto Receivables Trust 2023- 1 DE Citizens Auto Receivables Trust 2023-2 DE Citizens Auto Receivables Trust 2024-1 DE Citizens Auto Receivables, LLC DE Citizens Automobi

10.4 Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Restricted Stock Unit Award Agreement†*

EXHIBIT 10.4 CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Award Agreement Terms and Conditions Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and t

Citizens Financial Group Announces Appointment of Tracy A. Atkinson to Board of Directors; Edward J. Kelly III to Serve as Lead Independent Director with Retirement of Shivan Subramaniam

Exhibit 99.1 February 16, 2024 Media: Peter Lucht - 781.655.2288 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group Announces Appointment of Tracy A. Atkinson to Board of Directors; Edward J. Kelly III to Serve as Lead Independent Director with Retirement of Shivan Subramaniam PROVIDENCE, RI – Citizens Financial Group, Inc. (NYSE: CFG) today announced the appointment of Tracy A.

97.1 Citizens Financial Group, Inc. Clawback Policy, effective December 1, 2023*

EXHIBIT 97.1 CITIZENS FINANCIAL GROUP INC. CLAWBACK POLICY 1.Purpose Citizens Financial Group Inc. (the “Company”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and will be interpreted to be consistent with, the requirements of Section 303A.14 of the New York

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

CFG / Citizens Financial Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0613-citizensfinancialgrou.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Citizens Financial Group Inc Title of Class of Securities: Common Stock CUSIP Number: 174610105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate b

CFG / Citizens Financial Group, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Citizens Financial Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 174610105 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2024 Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or other jurisdiction of incorporation ) (Commission

Underwriting Agreement, dated as of January 18, 2024, between the Company, and Barclays Capital Inc., BofA Securities, 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

EXHIBIT 1.1 $1,250,000,000 CITIZENS FINANCIAL GROUP, INC. 5.841% FIXED/FLOATING RATE SENIOR NOTES DUE 2030 UNDERWRITING AGREEMENT January 18, 2024 January 18, 2024 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Morgan Stanley & Co. LLC 1585 Broadway New

Seventh Supplemental Indenture, dated as of January 23, 2024, between the Company and The Bank of New York Mellon

EXHIBIT 4.2 CITIZENS FINANCIAL GROUP, INC. Company and THE BANK OF NEW YORK MELLON Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of January 23, 2024 to SENIOR INDENTURE Dated as of October 28, 2015 $1,250,000,000 Principal Amount of 5.841% Fixed/Floating Rate Senior Notes due 2030 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101 Relation to B

$1,250,000,000 5.841% Fixed/Floating Rate Senior Notes due 2030

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 Prospectus Supplement (To Prospectus dated October 8, 2021) $1,250,000,000 5.841% Fixed/Floating Rate Senior Notes due 2030 We are offering $1,250,000,000 aggregate principal amount of our 5.841% fixed/floating rate senior notes due 2030 (the “notes”). The notes will bear interest (i) from and including January 23, 202

Calculation of Filing Fee Table (Form Type) CITIZENS FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Reg

EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CITIZENS FINANCIAL GROUP, INC.

CITIZENS FINANCIAL GROUP, INC. $1,250,000,000 5.841% FIXED/FLOATING RATE SENIOR NOTES DUE 2030 PRICING TERM SHEET DATED JANUARY 18, 2024 The following information relates to Citizens Financial Group, Inc.’s offering of its 5.841% Fixed/Floating Rate

Filed Pursuant to Rule 433 Registration No. 333-260150 CITIZENS FINANCIAL GROUP, INC. $1,250,000,000 5.841% FIXED/FLOATING RATE SENIOR NOTES DUE 2030 PRICING TERM SHEET DATED JANUARY 18, 2024 The following information relates to Citizens Financial Group, Inc.’s offering of its 5.841% Fixed/Floating Rate Senior Notes due 2030 and should be read together with the preliminary prospectus supplement da

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

Subject to Completion, dated January 18, 2024

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities in any jurisdiction where offer or sale is not permitted. Subje

Financial Supplement Fourth Quarter and Full Year 2023 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance She

Financial Supplement Fourth Quarter and Full Year 2023 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 15

Quarterly Trends Full Year 4Q23 change from 2023 Change ($s in millions, except per share data) 4Q23 3Q23 4Q22 3Q23 4Q22 2023 2022 from 2022 $/bps % $/bps % % Net interest income $ 1,488 $ 1,522 $ 1,695 $ (34) (2) % $ (207) (12) % $ 6,241 $ 6,012 4 %

Exhibit 99.1 Key Financial Data 4Q23 3Q23 4Q22 Fourth Quarter 2023 Highlights Income Statement ($s in millions) ■Underlying EPS of $0.85 and ROTCE of 11.8% ■Underlying PPNR of $721 million –NII down 2% QoQ given lower NIM, partly offset by a modest increase in interest-earning assets –Fees up 2% QoQ with improved Capital Markets and Wealth, partly offset by lower Mortgage Banking –Expenses stable

Citizens Financial Group, Inc. Reports Fourth Quarter 2023 Net Income of $189 million and EPS of $0.34 Underlying Net Income of $426 million and EPS of $0.85* CET1 ratio of 10.6% 2023 Net Income of $1.6 billion and EPS of $3.13; Underlying EPS of $3.

Citizens Financial Group, Inc. Reports Fourth Quarter 2023 Net Income of $189 million and EPS of $0.34 Underlying Net Income of $426 million and EPS of $0.85* CET1 ratio of 10.6% 2023 Net Income of $1.6 billion and EPS of $3.13; Underlying EPS of $3.88 Key Financial Data 4Q23 3Q23 4Q22 Fourth Quarter 2023 Highlights Income Statement ($s in millions) ■Underlying EPS of $0.85 and ROTCE of 11.8% ■Und

4Q23 and 2023 Financial Results January 17, 2024 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any sta

4Q23 and 2023 Financial Results January 17, 2024 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2024 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

Financial Supplement Fourth Quarter and Full Year 2023

Financial Supplement Fourth Quarter and Full Year 2023 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 15

Goldman Sachs Financial Services Conference 2023 December 5, 2023 Bruce Van Saun Chairman, Chief Executive Officer 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meanin

Goldman Sachs Financial Services Conference 2023 December 5, 2023 Bruce Van Saun Chairman, Chief Executive Officer 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact

Financial Supplement Third Quarter 2023

Financial Supplement Third Quarter 2023 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 15 Loans and Leas

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

Citizens Financial Group, Inc. Reports Third Quarter 2023 Net Income of $430 million and EPS of $0.85 Underlying Net Income of $448 million and EPS of $0.89* includes $(0.05) for Private Bank start-up investment and $(0.14) for the Non-Core portfolio

Citizens Financial Group, Inc. Reports Third Quarter 2023 Net Income of $430 million and EPS of $0.85 Underlying Net Income of $448 million and EPS of $0.89* includes $(0.05) for Private Bank start-up investment and $(0.14) for the Non-Core portfolio CET1 ratio of 10.4% Key Financial Data 3Q23 2Q23 3Q22 Third Quarter 2023 Highlights Income Statement ($s in millions) ■Underlying EPS of $0.89 and RO

3Q23 Financial Results October 18, 2023 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement th

3Q23 Financial Results October 18, 2023 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Barclays Global Financial Services Conference September 11, 2023 John Woods Vice Chairman and Chief Financial Officer Brendan Coughlin Vice Chairman and Head of Consumer Banking 2 Forward-looking statements and use of non-GAAP financial measures This

cfgbarclaysglobalfinanci Barclays Global Financial Services Conference September 11, 2023 John Woods Vice Chairman and Chief Financial Officer Brendan Coughlin Vice Chairman and Head of Consumer Banking 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

10.12 Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy, amended and effective April 27, 2023 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed August 8, 2023)†

EXHIBIT 10.1 CITIZENS FINANCIAL GROUP, INC. NON-EMPLOYEE DIRECTORS COMPENSATION POLICY Amended and Effective as of April 27, 2023 The Board of Directors (the “Board”) of Citizens Financial Group, Inc. (the “Company”) has approved this director compensation policy (this “Policy”), which establishes compensation to be paid to each Non-Employee Director (as defined in the Citizens Financial Group, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2023 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Financial Supplement Second Quarter 2023

Financial Supplement Second Quarter 2023 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 14 Loans and Lea

2Q23 Financial Results July 19, 2023 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that

q223earningspresentation 2Q23 Financial Results July 19, 2023 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Citizens Financial Group, Inc. Reports Second Quarter 2023 Net Income of $478 million and EPS of $0.92 Underlying Net Income of $531 million and EPS of $1.04* Spot deposit growth of 3% QoQ, LDR improves to 85% CET1 ratio of 10.3%, up 30 basis points

Citizens Financial Group, Inc. Reports Second Quarter 2023 Net Income of $478 million and EPS of $0.92 Underlying Net Income of $531 million and EPS of $1.04* Spot deposit growth of 3% QoQ, LDR improves to 85% CET1 ratio of 10.3%, up 30 basis points Key Financial Data 2Q23 1Q23 2Q22 Second Quarter 2023 Highlights Income Statement ($s in millions) ■Underlying EPS of $1.04 and ROTCE of 13.9% ■Underl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Citizens Financial Group, Inc. Announces Preliminary Stress Capital Buffer

June 30, 2023 Media: Peter Lucht - 781.655.2288 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group, Inc. Announces Preliminary Stress Capital Buffer PROVIDENCE, R.I. – Citizens Financial Group, Inc. (NYSE: CFG or the “Company”) today announces the Board of Governors of the Federal Reserve System (the “Federal Reserve”) has communicated to the Company its preliminary Stress Capit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact nam

Barclays Americas Select Franchise Conference May 9, 2023 Bruce Van Saun Chairman, Chief Executive Officer 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the

cfgbarclaysconferencepre Barclays Americas Select Franchise Conference May 9, 2023 Bruce Van Saun Chairman, Chief Executive Officer 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 (Exact name of the re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2023 (April 27, 2023) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2023 (April 27, 2023) (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission Fil

Citizens Financial Group, Inc. Reports First Quarter 2023 Net Income of $511 million and EPS of $1.00 Underlying Net Income of $560 million and EPS of $1.10*

Citizens Financial Group, Inc. Reports First Quarter 2023 Net Income of $511 million and EPS of $1.00 Underlying Net Income of $560 million and EPS of $1.10* Key Financial Data 1Q23 4Q22 1Q22 First Quarter 2023 Highlights Income Statement ($s in millions) ■Completed Investors conversion; New York Metro and New Jersey market entry progressing well ■Underlying EPS of $1.10 and ROTCE of 15.8% ■Underl

Financial Supplement First Quarter 2023

Financial Supplement First Quarter 2023 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 9 Segment Financial Highlights 10 Credit-Related Information: Nonaccrual loans and leases 13 Loans and Lease

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2023 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

1Q23 Financial Results April 19, 2023 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that

cfg1q23earningspresentat 1Q23 Financial Results April 19, 2023 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Citizens Financial Group Announces Risk Organization Succession Plan

Exhibit 99.1 Media: Peter Lucht - 781.655.2288 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group Announces Risk Organization Succession Plan PROVIDENCE, RI – Citizens Financial Group, Inc. [NYSE: CFG] today announced that Richard Stein will assume the role of Chief Risk Officer upon the retirement of Malcolm Griggs in the first quarter of 2024. Upon assuming the CRO role, Mr. S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2023 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 (Exact name of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Ac t of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Ac t of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

10.4 Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Restricted Stock Unit Award Agreement†*

EXHIBIT 10.4 CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Award Agreement Terms and Conditions Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and t

10.35 Investors Bancorp, Inc. 2015 Equity Incentive Plan Form of Stock Option Agreement†*

EXHIBIT 10.35 Stock Option Granted by Investors Bancorp, Inc. under the Investors Bancorp, Inc. 2015 Equity Incentive Plan This option (“Option”) is and shall be subject in every respect to the provisions of 2015 Equity Incentive Plan, as amended from time to time (the “Plan”), of Investors Bancorp, Inc. (the “Company”), which is incorporated herein by reference and made a part hereof, subject to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact name of

3.2 Amended and Restated Bylaws of the Registrant (as amended and restated on February 16, 2023) (incorporated herein by reference to Exhibit 3.2 of the Annual Report on Form 10-K, filed February 17, 2023)

EXHIBIT 3.2 BYLAWS OF CITIZENS FINANCIAL GROUP, INC. As Amended and Restated February 16, 2023. * * * * * ARTICLE 1 OFFICES Section 1.01.Registered Office. The registered office of Citizens Financial Group, Inc. (the “Corporation”) is Corporation Service Company, 2711 Centerville Road, Ste. 400, City of Wilmington, County of New Castle, Delaware 19808. Section 1.02.Other Offices. The Corporation m

21.1 Subsidiaries of Registrant*

EXHIBIT 21.1 CITIZENS FINANCIAL GROUP, INC. SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization 1215 Financial Center Associates, Ltd. OH CFG Service Corp. DE Citizens Asset Finance, Inc. NY Citizens Bank, National Association United States Citizens Capital Markets, Inc. MA Citizens Charitable Foundation RI Citizens Funding Corp. NH Citizens Insurance Holdings, Inc. RI Citizens One Commun

10.6 Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Performance Stock Unit Award Agreement

EXHIBIT 10.6 CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Performance Stock Unit Award Agreement Terms and Conditions Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and

Citizens Financial Group, Inc. Form of Deferred Cash Award Agreement

EXHIBIT 10.24 CITIZENS FINANCIAL GROUP, INC. Deferred Cash Award Agreement Terms and Conditions Section 1.Grant of Deferred Cash Award. Citizens Financial Group, Inc. (together with its Subsidiaries, the “Company”) has granted to the participant, as identified in such participant’s electronic account (the “Participant”) (the Company and the Participant collectively, the “Parties”), in exchange for

Citizens Financial Group, Inc. Announces $1.15 billion Increase in Share Repurchase Authorization

February 17, 2023 Media: Peter Lucht - 781.655.2288 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group, Inc. Announces $1.15 billion Increase in Share Repurchase Authorization PROVIDENCE, R.I. – Citizens Financial Group, Inc. (NYSE: CFG or the “Company”) today announced that its board of directors has increased the capacity of the Company’s common share repurchase program by an

4.7 Agreement to furnish to the SEC upon request a copy of instruments defining the rights of holders of certain long-term debt of the registrant and consolidated subsidiaries*

EXHIBIT 4.7 David Lindenauer Executive Vice President and Treasurer Citizens Financial Group, Inc. 1 Citizens Plaza Providence, Rhode Island 02903 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 February 17, 2023 Subject: Citizens Financial Group, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2022 – File No. 001-36636 Dear Sirs: Neither Citizens Fi

4.6 Description of the Securities Registered Pursuant to Section 12 of the Securities Act of 1934*

EXHIBIT 4.6 DESCRIPTION OF THE SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Citizens Financial Group, Inc. (“Citizens,” “we,” “our,” “us,” and the “Company”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Common Stock, par value $0.01 per share; (ii) Depositary Shares ea

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

CFG / Citizens Financial Group Inc / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Citizens Financial Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 174610105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropr

CFG / Citizens Financial Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0590-citizensfinancialgrou.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Citizens Financial Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 174610105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate

Financial Supplement Fourth Quarter and Full Year 2022

Financial Supplement Fourth Quarter and Full Year 2022 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 14

4Q22 and 2022 Financial Results January 17, 2023 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any sta

4Q22 and 2022 Financial Results January 17, 2023 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Citizens Financial Group, Inc. Reports Fourth Quarter 2022 Net Income of $653 million and EPS of $1.25 Underlying Net Income of $685 million and EPS of $1.32* 2022 Net Income of $2.1 billion and EPS of $4.10, $4.84 on an Underlying basis

Citizens Financial Group, Inc. Reports Fourth Quarter 2022 Net Income of $653 million and EPS of $1.25 Underlying Net Income of $685 million and EPS of $1.32* 2022 Net Income of $2.1 billion and EPS of $4.10, $4.84 on an Underlying basis Key Financial Data 4Q22 3Q22 4Q21 Fourth Quarter 2022 Highlights Income Statement ($s in millions) ■Underlying EPS of $1.32 and ROTCE of 19.4% ■Underlying PPNR of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2023 (Exact name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2023 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact

Quarterly Trends 3Q22 change from ($s in millions, except per share data) 3Q22 2Q22 3Q21 2Q22 3Q21 $/bps % $/bps % Net interest income $ 1,665 $ 1,505 $ 1,145 $ 160 11 % $ 520 45 % Noninterest income 512 525 514 (13) (2) (2) — Total revenue $ 2,177 $

Exhibit 99.1 Key Financial Data 3Q22 2Q22 3Q21 Third Quarter 2022 Highlights Income Statement ($s in millions) ?Underlying EPS of $1.30 and ROTCE of 17.9% ?Underlying PPNR of $982 million, up 16% QoQ ?NII up 11% QoQ given improved net interest margin, up 21bps, and interest-earning asset growth ?Fees down 2% QoQ with FX and derivative products revenue down from record prior quarter ?Expenses well

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2022 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

Financial Supplement Third Quarter 2022

Financial Supplement Third Quarter 2022 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 14 Loans and Leas

3Q22 Financial Results October 19, 2022 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regar

3Q22 Financial Results October 19, 2022 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Financial Supplement Third Quarter 2022

Financial Supplement Third Quarter 2022 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 14 Loans and Leas

Citizens Financial Group, Inc. Reports Third Quarter 2022 Net Income of $636 million and EPS of $1.23 Underlying Net Income of $669 million and EPS of $1.30*

Citizens Financial Group, Inc. Reports Third Quarter 2022 Net Income of $636 million and EPS of $1.23 Underlying Net Income of $669 million and EPS of $1.30* Key Financial Data 3Q22 2Q22 3Q21 Third Quarter 2022 Highlights Income Statement ($s in millions) ?Underlying EPS of $1.30 and ROTCE of 17.9% ?Underlying PPNR of $982 million, up 16% QoQ ?NII up 11% QoQ given improved net interest margin, up

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2022 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact name

Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy, amended and effective April 28, 2022 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed August 3, 2022)†

EXHIBIT 10.1 CITIZENS FINANCIAL GROUP, INC. NON-EMPLOYEE DIRECTORS COMPENSATION POLICY Amended and Effective as of April 28, 2022 The Board of Directors (the ?Board?) of Citizens Financial Group, Inc. (the ?Company?) has approved this director compensation policy (this ?Policy?), which establishes compensation to be paid to each Non-Employee Director (as defined in the Citizens Financial Group, In

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2022 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Financial Supplement Second Quarter 2022

Financial Supplement Second Quarter 2022 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 10 Segment Financial Highlights 11 Credit-Related Information: Nonaccrual loans and leases 14 Loans and Lea

2Q22 Financial Results July 19, 2022 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regardin

2Q22 Financial Results July 19, 2022 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Citizens Financial Group, Inc. Reports Second Quarter 2022 Net Income of $364 million and EPS of $0.67 Underlying Net Income of $595 million and EPS of $1.14*

Citizens Financial Group, Inc. Reports Second Quarter 2022 Net Income of $364 million and EPS of $0.67 Underlying Net Income of $595 million and EPS of $1.14* Key Financial Data 2Q22 1Q22 2Q21 Second Quarter 2022 Highlights Income Statement ($s in millions) ?Investors Bancorp (?ISBC?) acquisition completed on April 6, 2022 ?Underlying EPS of $1.14 and ROTCE of 15.5% ?Underlying PPNR of $850 millio

June 27, 2022 Media: Peter Lucht - 781.655.2288 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group, Inc. Announces Key Aspects of 2022 Capital Plan Common Share Repurchase Authorization Increased to $1.0 billion PROVIDENCE, R.I. –

June 27, 2022 Media: Peter Lucht - 781.655.2288 Investors: Kristin Silberberg - 203.900.6854 Citizens Financial Group, Inc. Announces Key Aspects of 2022 Capital Plan Common Share Repurchase Authorization Increased to $1.0 billion PROVIDENCE, R.I. ? Citizens Financial Group, Inc. (NYSE: CFG or the ?Company?) today announces key aspects of its 2022 Capital Plan (the ?Plan?), which includes increasi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2022 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2022 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Morgan Stanley US Financials, Payments & CRE Conference June 14, 2022 John F. Woods Vice Chairman and Chief Financial Officer Brendan Coughlin Head of Consumer Banking 2 This document contains forward-looking statements within the meaning of the Priv

Morgan Stanley US Financials, Payments & CRE Conference June 14, 2022 John F. Woods Vice Chairman and Chief Financial Officer Brendan Coughlin Head of Consumer Banking 2 This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends as well as the potential ef

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2022 CITIZENS FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or other jurisdiction of incorporation ) (Commi

Fifteenth Supplemental Indenture, dated as of May 23, 2022, between the Company and The Bank of New York Mellon

Exhibit 4.2 CITIZENS FINANCIAL GROUP, INC. Issuer and THE BANK OF NEW YORK MELLON Trustee FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of May 23, 2022 to SUBORDINATED INDENTURE Dated as of September 28, 2012 $400,000,000 Principal Amount 5.641% Fixed-Reset Subordinated Notes due 2037 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101 Relation to Bas

Underwriting Agreement, dated as of May 18, 2022, between the Company, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens Capital Markets, Inc.

Exhibit 1.1 $400,000,000 CITIZENS FINANCIAL GROUP, INC. 5.641% FIXED-RESET SUBORDINATED NOTES DUE 2037 UNDERWRITING AGREEMENT May 18, 2022 May 18, 2022 BofA Securities, Inc. One Bryant Park New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Morgan Stanley & Co. LLC 1585 Broadway New York,

Calculation of Filing Fee Table (Form Type) CITIZENS FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Reg

EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CITIZENS FINANCIAL GROUP, INC.

$400,000,000 5.641% Fixed-Reset Subordinated Notes due 2037

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 Prospectus Supplement (To Prospectus dated October 8, 2021) $400,000,000 5.641% Fixed-Reset Subordinated Notes due 2037 We are offering $400,000,000 aggregate principal amount of our 5.641% fixed-reset subordinated notes due 2037 (the ?notes?). The notes will mature on May 21, 2037 (the ?Maturity Date?). The notes will

CITIZENS FINANCIAL GROUP, INC. $400,000,000 5.641% FIXED-RESET SUBORDINATED NOTES DUE 2037 PRICING TERM SHEET DATED MAY 18, 2022 The following information relates to Citizens Financial Group, Inc.’s offering of its 5.641% Fixed-Reset Subordinated Not

Filed Pursuant to Rule 433 Registration Statement No. 333-260150 CITIZENS FINANCIAL GROUP, INC. $400,000,000 5.641% FIXED-RESET SUBORDINATED NOTES DUE 2037 PRICING TERM SHEET DATED MAY 18, 2022 The following information relates to Citizens Financial Group, Inc.?s offering of its 5.641% Fixed-Reset Subordinated Notes due 2037 and should be read together with the preliminary prospectus supplement da

Subject to Completion, dated May 18, 2022

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.: 333-260150 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities in any jurisdiction where offer or sale is not permitted. Subje

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact nam

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2022 (April 28, 2022) CITIZENS FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or other jurisdiction of inc

3.2 Amended and Restated Bylaws of the Registrant (as amended and restated on April 28, 2022) (incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed April 29, 2022)

Exhibit 3.2 BYLAWS OF CITIZENS FINANCIAL GROUP, INC. As Amended and Restated April 28, 2022. * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Citizens Financial Group, Inc. (the ?Corporation?) is Corporation Service Company, 2711 Centerville Road, Ste. 400, City of Wilmington, County of New Castle, Delaware 19808. Section 1.02. Other Offices. The Corporation ma

3.1 Amended and Restated Certificate of Incorporation of the Registrant as in effect on the date hereof, as filed with the Secretary of State of the State of Delaware and effective April 28, 2022 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed April 29, 2022)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CITIZENS FINANCIAL GROUP, INC. Pursuant to the provisions of ?242 and ?245 of the General Corporation Law of the State of Delaware FIRST: The present name of the corporation is Citizens Financial Group, Inc. (the ?Corporation?). The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of S

Financial Supplement First Quarter 2022

Financial Supplement First Quarter 2022 1 Table of Contents Page Consolidated Financial Highlights 3 Consolidated Statements of Operations (unaudited) 5 Consolidated Balance Sheets (unaudited) 6 Loans and Deposits 7 Average Balance Sheets, Annualized Yields and Rates 8 Mortgage Banking Fees 9 Segment Financial Highlights 10 Credit-Related Information: Nonaccrual loans and leases 13 Loans and Lease

Citizens Financial Group, Inc. Reports First Quarter 2022 Net Income of $420 million and EPS of $0.93 Underlying Net Income of $476 million and EPS of $1.07*

Citizens Financial Group, Inc. Reports First Quarter 2022 Net Income of $420 million and EPS of $0.93 Underlying Net Income of $476 million and EPS of $1.07* Key Financial Data 1Q22 4Q21 1Q21 First Quarter 2022 Highlights Income Statement ($s in millions) ?Completed acquisitions of HSBC East Coast branches and national online deposits (the ?HSBC transaction?) on February 18th and Investors Bancorp

1Q22 Financial Results April 19, 2022 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regardi

1Q22 Financial Results April 19, 2022 2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2022 (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Citizens Financial Group Completes Acquisition of Investors Bancorp

Exhibit 99.1 Media: Peter Lucht ? 781.655.2289 Investor Relations: Kristin Silberberg ? 203.900.6854 Citizens Financial Group Completes Acquisition of Investors Bancorp PROVIDENCE, RI (April 7, 2022) Citizens Financial Group, Inc. (NYSE: CFG or ?Citizens?) today announced the closing of its previously announced acquisition of Investors Bancorp, Inc. (?Investors?). The acquisition of Investors, alo

As filed with the Securities and Exchange Commission on April 7, 2022

As filed with the Securities and Exchange Commission on April 7, 2022 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2022 (April 6, 2022) (Exact name of the registrant as specified in its charter) Delaware 001-36636 05-0412693 (State or Other Jurisdiction of Incorporation) (Commission File

Investors Bancorp, Inc. 2006 Equity Incentive Plan (filed herewith)

Exhibit 4.5 INVESTORS BANCORP, INC. 2006 EQUITY INCENTIVE PLAN ARTICLE 1 ? GENERAL Section 1.1 Purpose, Effective Date and Term. The purpose of this Investors Bancorp, Inc. 2006 Equity Incentive Plan (the ?Plan?) is to promote the long-term financial success of Investors Bancorp, Inc., a Delaware corporation (the ?Company?), and its Subsidiaries by providing a means to attract, retain and reward i

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Citizens Financial Group, Inc.

Investors Bancorp, Inc. 2015 Equity Incentive Plan (filed herewith)

Exhibit 4.3 INVESTORS BANCORP, INC. 2015 EQUITY INCENTIVE PLAN ARTICLE 1 - GENERAL Section 1.1 Purpose, Effective Date and Term. The purpose of this Investors Bancorp, Inc. 2015 Equity Incentive Plan (the ?Plan?) is to promote the long-term financial success of Investors Bancorp, Inc., a Delaware corporation (the ?Company?), and its Subsidiaries by providing a means to attract, retain and reward i

First Amendment to the Investors Bancorp, Inc. 2015 Equity Incentive Plan (filed herewith)

Exhibit 4.4 FIRST AMENDMENT TO THE INVESTORS BANCORP, INC. 2015 EQUITY INCENTIVE PLAN This First Amendment (the ?First Amendment?) to the Investors Bancorp, Inc. 2015 Equity Incentive Plan (the ?Plan?) is hereby adopted as of March 27, 2017 (the ?Amendment Effective Date?). WHEREAS, Investors Bancorp, Inc. (the ?Company?) adopted the Plan, which was approved by the Company?s stockholders on June 9