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 Completion, dated
May 16, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated October 8, 2021)
Depositary Shares Each Representing a 1/40th Interest
in a Share of
% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H
Citizens Financial Group, Inc. (Citizens) is offering depositary shares (the Depositary
Shares), each of which represents a 1/40th ownership interest in a share of Citizens % Fixed-Rate Non-Cumulative Perpetual Preferred
Stock, Series H, liquidation preference $1,000 per share (Series H Preferred Stock) (equivalent to $25 per Depositary Share), deposited with Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary.
The Depositary Shares are evidenced by depositary receipts. Each holder of a Depositary Share will be entitled, through the depositary, to all the rights and preferences of the shares of Series H Preferred Stock represented thereby (including
dividend, voting, redemption and liquidation rights) in proportion to the applicable fraction of a share of Series H Preferred Stock represented by such Depositary Share.
Holders of Series H Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors (or a duly authorized
committee of the board). Any such dividends will be payable quarterly in arrears on January 6, April 6, July 6 and October 6 of each year, beginning on October 6, 2024. From the date of original issue dividends will be
payable at a rate of % per annum.
Dividends on the Series H Preferred Stock will be non-cumulative. In the
event dividends are not declared on Series H Preferred Stock for payment on any dividend payment date, then those dividends will not be cumulative and will not accrue or be payable, and if we have not declared a dividend before the dividend payment
date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series H Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the Series H Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date on or after
July 6, 2029, or (ii) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment Event (as defined herein), in each case at a redemption price of $1,000 per share (equivalent to $25 per Depositary Share),
plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends. If we redeem the Series H Preferred Stock, the depositary will redeem a proportionate number of Depositary
Shares. The Series H Preferred Stock will not have voting rights, except as set forth under Description of the Series H Preferred StockVoting Rights beginning on page S-22.
Application will be made to list the Depositary Shares on the New York Stock Exchange under the symbol CFG PrH. If approved for listing, trading of
the Depositary Shares on the New York Stock Exchange is expected to commence within a 30-day period after the initial delivery of the Depositary Shares.
Neither the Series H Preferred Stock nor the Depositary Shares are savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries, and they are not insured by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
Investing in the Depositary Shares involves risk. See Risk Factors beginning on page S-7 of this prospectus supplement and on page 20 of our Annual Report on Form 10-K for the year ended December 31, 2023 (the 2023 Form 10-K) to read about factors you should consider before making a decision to invest in the Depositary Shares.
Neither the Securities and
Exchange Commission (the SEC), any state securities commission, the FDIC, the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Depositary Share |
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Total |
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Initial Public Offering Price(1) |
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$ |
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$ |
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Underwriting Discount(2) |
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$ |
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$ |
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Proceeds, Before Expenses, to Citizens Financial Group, Inc. |
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$ |
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$ |
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(1) |
The initial public offering price set forth above does not include dividends, if any, that may be declared.
Dividends, if declared, will be calculated from the date of original issuance, which is expected to be May , 2024. |
(2) |
Reflects Depositary Shares sold to institutional investors, for which the
underwriters receive an underwriting discount of $ per Depositary Share, and Depositary Shares sold to retail investors, for which the underwriters receive an underwriting discount of
$ per Depositary Share. |
The underwriters expect to
deliver the Depositary Shares in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on May , 2024. Beneficial interests in the Depositary Shares will be shown on, and transfers
thereof will be effected only through, records maintained by The Depository Trust Company and its direct and indirect participants, including Clearstream Banking S.A. (Clearstream) and Euroclear Bank S.A./N.V.
(Euroclear).
Joint Book-Running Managers
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Morgan Stanley |
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BofA Securities |
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J.P. Morgan |
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UBS Investment Bank |
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Wells Fargo Securities |
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Citizens Capital Markets |
Prospectus Supplement dated May , 2024