400,000 Shares of $25.00 per Share, Liquidation Preference $1,000 per Share CITIZENS FINANCIAL GROUP, INC. UNDERWRITING AGREEMENT May 28, 2020Underwriting Agreement • June 4th, 2020 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to the underwriters identified on Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Citizens Capital Markets, Inc. are acting as representatives (the “Representatives”), 400,000 shares of its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, par value of $25.00, liquidation preference $1,000 per share (the “Securities”).
