Citizens’ $400 Million Preferred Stock Offering

Cleary Gottlieb represented the underwriters, led by BofA Securities, J.P. Morgan, Morgan Stanley, Wells Fargo Securities, and Citizens Capital Markets, in the offering of 400,000 shares of 6.75% fixed-rate reset non-cumulative perpetual preferred stock, Series J, liquidation preference $1,000 per share, of Citizens Financial Group Inc. (Citizens).

The offering priced on July 21, 2026, and is expected to close on July 30, 2026, subject to customary closing conditions.

Citizens is one of the nation’s oldest and largest financial institutions, with $227.9 billion in assets as of March 31, 2026. 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 team includes partner Lesley Janzen, capital markets attorney Nina Bell, and associates Dylan Sanders, Aditi Thakur, and Madeline Byers. Partner Matthew Brigham and associate Samuel Makikalli are advising on tax matters. Partner Hugh Conroy and associates Andrew Tynes and Laurel Cunningham are advising on bank regulatory matters.