Citizens Financial Group, Inc. announced the commencement of its offers to exchange five series of its outstanding subordinated notes. Citizens is offering to exchange in five concurrent, but separate, private offers any and all of the five series of outstanding subordinated notes identified under Title of Series of Old Notes”in the table below for one of three new series of subordinated notes set forth opposite the applicable series of Old Notes under Title of Series of New Notes in the table below and solely with respect to the 4.300% Subordinated Notes due 2025, an additional cash payment, in each case, on the terms and subject to the conditions set forth in the Offering Memorandum dated January 12, 2021. Only holders who have duly completed and returned an eligibility certification certifying that they are either qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended or non-U.S. persons that are located outside the United States, not acquiring New Notes for the account or benefit of a U.S. Person, and Non-U.S. Qualified Offerees, are authorized to receive the Offering Memorandum and to participate in the Exchange Offers. In exchange for each $1,000 principal amount of a series of Old Notes that is validly tendered at or prior to the applicable Early Participation Date and not validly withdrawn at or prior to the applicable Withdrawal Deadline, and accepted for exchange, holders of such Old Notes will be entitled to receive the consideration corresponding to such series of Old Notes set forth under Total Consideration in the table above. The Total Consideration for each series of Old Notes includes an early participation premium set forth under Early Participation Premium for such series of Old Notes in the table above, which consists of $30 principal amount of the corresponding series of New Notes per $1,000principal amount of the applicable series of Old Notes. In exchange for each $1,000 principal amount of a series of Old Notes that is validly tendered after the applicable Early Participation Date but prior to the applicable Expiration Date and not validly withdrawn, and accepted for exchange, holders of such Old Notes will be entitled to receive the consideration corresponding to such series of Old Notes set forth under “Exchange Consideration” in the table above, which is equal to the applicable Total Consideration less the applicable Early Participation Premium. In addition to the applicable Exchange Consideration or Total Consideration, Eligible Holders whose Old Notes are accepted for exchange will be paid accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date. Interest will cease to accrue on the Settlement Date for all Old Notes accepted. Each series of New Notes will mature on February 11, 2031 and will bear interest (a) from the Settlement Date to, but excluding, February 11, 2026, at the rate set forth under “Initial Rate” for the applicable series of New Notes in the table below and (b) from and including the Reset Date to, but excluding, the Maturity Date, at a rate equal to the Five-Year U.S. Treasury Rate (as of the day falling two Business Days prior to the Reset Date plus 2.5%.