Citizens Financial Group Announces Pricing of Initial Public Offering

PROVIDENCE, RI (September 23rd, 2014) – Citizens Financial Group, Inc. (Citizens) today announced the pricing of the initial public offering of 140,000,000 shares, or 25%, of its common stock at a price to the public of $21.50 per share. Citizens’ common stock is expected to begin trading on the New York Stock Exchange on September 24, 2014, under the ticker symbol “CFG.” The offering is expected to close on September 29, 2014.

The underwriters have a 30-day option to purchase up to an additional 21,000,000 shares at the initial public offering price, less the underwriting discount to cover over-allotments, if any.

The offering is being made through joint global coordinators Morgan Stanley and Goldman, Sachs & Co. and joint book-running manager J.P. Morgan. Additionally, Barclays, Citigroup, Deutsche Bank Securities, RBS and Wells Fargo Securities are also acting as joint book-running managers.

The prospectus relating to the offering may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014; Goldman Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526 or via email: prospectus-ny@ny.email.gs.com; and J.P. Morgan Securities LLC, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, via telephone: 866-803-9204.

A registration statement relating to these securities was filed with and has been declared effective by the Securities and Exchange Commission. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Citizens Financial Group, Inc.
Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $130.3 billion in assets as of June 30, 2014. Headquartered in Providence, Rhode Island, the company offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Consumer Banking helps its retail customers “bank better” with mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,200 ATMs and approximately 1,200 Citizens Bank and Charter One branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Citizens also provides mortgage lending, auto lending, student lending and commercial banking services in selective markets nationwide. In Commercial Banking, Citizens offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services including lending and deposits, capital markets, treasury services, foreign exchange and interest hedging, leasing and asset finance, specialty finance and trade finance. Citizens operates via subsidiaries Citizens Bank, N.A., and Citizens Bank of Pennsylvania.