Citizens’ $400 Million Preferred Stock Offering

Cleary Gottlieb represented the underwriters, led by Morgan Stanley, BofA Securities, J.P. Morgan, UBS Investment Bank, Wells Fargo Securities, and Citizens Capital Markets, in the offering of 16 million depositary shares, each representing a 1/40th interest in a share of 6.5% fixed-rate reset non-cumulative perpetual preferred stock, series I, with a liquidation preference of $1,000 per share, of Citizens Financial Group Inc. (Citizens).

The offering priced on July 22, 2025, and is expected to close on July 31, 2025, subject to customary closing conditions.

Citizens is one of the nation’s oldest and largest financial institutions, with $218.3 billion in assets as of June 30, 2025. Cleary has represented the underwriters in numerous other offerings of Citizens’ and Citizens Bank’s securities, including the initial public offering of Citizens’ common stock in September 2014.