Citizens’ $750 Million Notes Offering

Cleary Gottlieb represented the dealers, led by Morgan Stanley, Citigroup, Goldman Sachs, TD Securities, and Citizens Capital Markets, in the offering of $750 million aggregate principal amount of 4.87% fixed/floating rate senior notes due 2029 by Citizens Bank N.A. (Citizens Bank), a wholly owned subsidiary of Citizens Financial Group Inc. (Citizens).

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 offering priced on August 4, 2026, and is expected to close on August 13, 2026, subject to customary closing conditions.

Citizens is one of the oldest and largest financial institutions in the U.S., with $233.8 billion in assets as of June 30, 2026. Cleary has represented the underwriters in numerous other offerings of Citizens’ and Citizens Bank’s securities since the initial public offering of Citizens’ common stock in September 2014.

The Cleary team includes partner Lesley Janzen, counsel Elizabeth Chang, 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, Jr. and associates Andrew Tynes and Laurel Cunningham are advising on bank regulatory matters.