Citizens’ $1.15 Billion Concurrent Offerings

Cleary Gottlieb represented the underwriters and dealers, led by Morgan Stanley, Citigroup, Goldman Sachs, TD Securities, and Citizens Capital Markets, in the offering of $400 million aggregate principal amount of 5.299% fixed-reset subordinated notes due 2036 by Citizens Financial Group Inc. (Citizens) and $750 million aggregate principal amount of 4.192% fixed/floating-rate senior notes due 2029 by Citizens Bank N.A., a wholly owned subsidiary of Citizens (Citizens Bank).

The Citizens notes offering is SEC-registered and the Citizens Bank notes offering is being made pursuant to Citizens Bank’s $10 billion global bank note program. Notes sold pursuant to the program are offered in reliance on the exemption from registration provided by Section 3(a)(2) of the Securities Act of 1933.

The offerings priced on January 22, 2026, and are expected to close on January 29, 2026, subject to customary closing conditions.

Citizens is one of the nation’s oldest and largest financial institutions, with $222.7 billion in assets as of September 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.

The Cleary securities team includes partner Lesley Janzen, senior counsel David Lopez, capital markets attorney Nina Bell, associates Dylan Sanders and Grady Tarplee, and law clerk Sonia Helen Pascale. Partner Lauren Semrad and associate Andrew Tynes are advising on bank regulatory matters. Partner Matthew Brigham and associates Michael Olson and Samuel Makikalli are advising on tax matters.