公民金融集团股份有限公司美股招股说明书(2025-07-23版)

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 I Preferred Stock,the depositary will redeem a proportionate number of Depositary Shares. The Series I Preferred Stock will not have voting rights, except as set forth under “Description of the Series IPreferred Stock—Voting Rights” beginning on pageS-22.Application will be made to list the Depositary Shares on the New York Stock Exchange under the symbol “CFG PfI.” If approved for listing, trading of the Depositary Shares on the NewYork Stock Exchange is expected to commence within a30-dayperiod after the initial delivery of the Depositary Shares.Neither the Series I Preferred Stock nor the Depositary Shares are savings accounts, deposits or other obligations of any of our bank ornon-banksubsidiaries, and they are not insured by theFederal 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-8 of this prospectus supplement and on page 21 of ourAnnual Report on Form10-Kfor the year ended December31, 2024 (the “2024 Form10-K”) to read about factors you should consider beforemaking 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 PerDepositaryShareInitial Public Offering Price(1)$25.0000$400,000,000.00Underwriting Discount$0.3487$ (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 July 31, 2025.(2)Reflects 13,062,000 Depositary Shares sold to institutional investors, for which the underwriters receive an underwriting discount of $0.2500 per Depositary Share, and 2,938,000Depositary Shares sold to retail investors, for which the underwriters receive an underwriting discount of $0.7875 per Depositary Share.(3)Rounded to four decimal places. See footnote (2). 31, 2025. 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 itsdirect and indirect participants, including Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank S.A./N.V. (“Euroclear”). Morgan StanleyBofA SecuritiesUBS Investment BankWells Fargo SecuritiesCitizens Capital Markets DrexelHamiltonMizuhoRBCCapitalMarketsTDSecuritiesProspectus Supplement dated July 22, 2025 UNDERWRITING (CONFLICTS OF INTEREST)VALIDITY OF SHARES references under “Cautionary Note Regarding Forward-Looking Statements,” “Summary—Citizens Financial Group, Inc.,” “Capitalization” and“Capital Components and Ratios”), all references in this prospectus supplement to “Citizens,” the “Company,” “we,” “us,” “our” or similar referencesmean Citizens Financial Group, Inc. and do not include its subsidiaries.Neither we nor the underwriters have authorized anyone to provide you with information other than the information contained in this to observe any restrictions relating to the offering, possession or the distribution of this prospectus supplement outside of the United States. PRIIPs Regulation / Prohibition of Sales to EEA Retail InvestorsThe Depositary Shares are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise madeavailable to any retail investor in the European Economic Area (“EEA”). ForS-ii to retail investors in the EEA has been prepared and therefore offering or selling the Depositary Shares or otherwise making them available to any retailinvestor in the EEA may be unlawful under the PRIIPs Regulation.UK PRIIPs Regulation / Prohibition of Sales to UK Retail Investors available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i)a retail client asdefined in point (8)of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act2018 (as amended, the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as aprofessional client, as defined in point (8)of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or(iii)not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information