Citizens Financial美股招股说明书(2026-07-21版)

shares of its% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, liquidation Citizens Financial Group, Inc. (“Citizens”) is offeringpreference $1,000 per share (“Series J Preferred Stock”). Holders of Series J Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors (or a duly authorizedcommittee of the board). Any such dividends will be payable quarterly in arrears on January6, April6, July6 and October6 of each year, beginning on January6,2027 (long first dividend period). Dividends will be payable (i)from the date of original issue to, but excluding, October6, 2031, at a rate of% per annum and(ii)from and including October6, 2031, for each dividend reset period (as defined herein), at a rate equal to the Five-year U.S. Treasury Rate (as defined herein) as ofthe most recent reset dividend determination date (as defined herein), plus% per annum. Dividends on the Series J Preferred Stock will be non-cumulative. In the event dividends are not declared on Series J Preferred Stock for payment on any dividendpayment 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 datefor any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series J Preferred Stock are declared forany future dividend period. We may, at our option, redeem the Series J Preferred Stock (i)in whole or in part, from time to time, on any dividend payment date on or after October6, 2031, 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, plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends. TheSeries J Preferred Stock will not have voting rights, except as set forth under “Description of the Series J Preferred Stock—Voting Rights” beginning on page S-21. We do not intend to list the Series J Preferred Stock on any securities exchange. The Series J Preferred Stock is not a savings account, deposit or other obligation of any of our bank or non-bank subsidiaries, and it is not insured by the FederalDeposit Insurance Corporation (the “FDIC”) or any other governmental agency or instrumentality. Investing in the Series J Preferred Stock involves risk. See “Risk Factors” beginning on page S-7 of this prospectussupplement and on page 20 of our Annual Report on Form 10-K for the year ended December31, 2025 (the “2025 Form10-K”) to read about factors you should consider before making a decision to invest in the Series J Preferred Stock. Neither the Securities and Exchange Commission (the “SEC”), any state securities commission, the FDIC, the Board of Governors of the Federal ReserveSystem nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. (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 dateof original issuance, which is expected to be July, 2026. BofA SecuritiesWells Fargo Securities Morgan Stanley Citizens Capital Markets TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE SERIES J PREFERRED STOCKBOOK-ENTRY, DELIVERY AND FORM OF SERIES J PREFERRED STOCKMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSEMPLOYEE RETIREMENT INCOME SECURITY ACTUNDERWRITING (CONFLICTS OF INTEREST)VALIDITY OF SHARESEXPERTS Prospectus CITIZENS FINANCIAL GROUP, INC.ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)VALIDITY OF SECURITIESEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also addsto and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part is the accompanying prospectus, dated October4, 2024, including the documents incorporated byreference therein, which describes more general information, some of which may not apply to this offering. Generally, when we refer to this prospectussupplement, we are referring to both parts of this document combined. You