Citizens Financial美股招股说明书(2026-07-23版)

Citizens Financial Group, Inc. (“Citizens”) is offering 400,000 shares of its 6.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, liquidation preference $1,000 pershare (“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 authorized committee of the board). Anysuch 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 bepayable (i)from the date of original issue to, but excluding, October6, 2031, at a rate of 6.750% per annum and (ii)from and including October6, 2031, for each dividend reset period (asdefined herein), at a rate equal to the Five-year U.S. Treasury Rate (as defined herein) as of the most recent reset dividend determination date (as defined herein), plus 2.379% 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 dividend payment date, then thosedividends 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 noobligation to pay dividends for that dividend period, whether or not dividends on the Series J Preferred Stock are declared for any 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 dividendsto, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends. The Series 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. 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 Federal Deposit InsuranceCorporation (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 prospectus supplement and onpage 20 of our Annual Report on Form 10-K for the year ended December31, 2025 (the “2025 Form 10-K”) to read about factors you shouldconsider before making a decision to invest in the Series J Preferred Stock. (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 30, 2026. RBC Capital Markets Goldman Sachs & Co. LLC Table of Contents 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 Table of Contents 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 should read both this prospectus supplement and the accompanyingprospectus, together with the documents incorporated by reference and the additional information described below under the heading “Where You CanFind More Information” in this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information containedin the accompanying prospectus o