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Citizens Financial Group, Inc. Announces Transition of U.S. LIBOR-linked Preferred Stock to Term SOFR Replacement Rate

Citizens Financial Group, Inc. (NYSE: CFG or the “Company”) announced today that, after June 30, 2023, three-month CME Term SOFR, as administered by CME Group Benchmark Administration, Ltd. (or any successor administrator), plus a tenor spread adjustment of 0.26161% (“SOFR Rate”) will be the benchmark replacement to be used, if and when necessary, for the following outstanding fixed-to-floating rate preferred stock and depositary shares representing ownership interests in preferred stock issued by the Company that contemplate the use of three-month U.S. dollar LIBOR (“USD LIBOR”) as the reference rate during their respective floating rate periods (the “Securities”):




6.000% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B


6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C


Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D

On March 5, 2021, the United Kingdom’s Financial Conduct Authority and ICE Benchmark Administration, Limited announced that the one-week and two-month U.S. Dollar (“USD”) LIBOR settings and non-USD LIBOR settings would cease to be published or cease to be representative immediately after December 31, 2021, and the remaining USD LIBOR settings, including three-month USD LIBOR, would cease to be published or cease to be representative immediately after June 30, 2023.

In accordance with the terms of the Securities, the Adjustable Interest Rate (LIBOR) Act and the final regulations promulgated pursuant thereto by the Board of Governors of the Federal Reserve System (“Board”), the applicable Board-selected benchmark replacement (i.e., the SOFR Rate) will be used, if and when necessary, in connection with calculating dividends that may be payable under the Securities.

This press release applies only to the Securities listed above and does not relate to any other securities or other instruments.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $222.3 billion in assets as of March 31, 2023. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately 3,400 ATMs and approximately 1,100 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at or visit us on Twitter, LinkedIn or Facebook.




Peter Lucht — 781.655.2289


Kristin Silberberg — 203.900.6854

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