Item 3.03. Material Modification to Rights of Security Holders.

Upon issuance of the 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, liquidation preference $1,000 per share (the "Series G Preferred Stock") by Citizens Financial Group, Inc. (the "Registrant") on June 11, 2021, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of other stock of the Registrant that rank junior to the Series G Preferred Stock will be subject to certain restrictions in the event that the Registrant does not declare and pay (or set aside) dividends on the Series G Preferred Stock for the last preceding dividend period, and the ability of the Registrant to declare full dividends on any preferred stock that ranks equally with the Series G Preferred Stock will be subject to certain limitations in the event the Registrant declares partial dividends on the Series G Preferred Stock. The terms of the Series G Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On June 8, 2021, the Registrant filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series G Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On June 4, 2021, the Registrant entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed therein, relating to the public offering of 300,000 shares of the Series G Preferred Stock. The Underwriting Agreement contains various representations, warranties and agreements by the Registrant, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Registrant's registration statement on Form S-3 (File No. 333-227792) (the "Registration Statement") and such exhibit is hereby incorporated by reference into the Registration Statement.

A copy of the opinion of Sullivan & Cromwell LLP, counsel for the Registrant, relating to the legality of the issuance and sale of the Series G Preferred Stock is attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 5.1 and 23.1 of this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated June 4, 2021, among Citizens Financial
             Group, Inc. and Barclays Capital Inc., BofA Securities, Inc., J.P.
             Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives
             of the several underwriters listed on Schedule I thereto

 3.1           Certificate of Designations of the Registrant with respect to the
             Series G Preferred Stock, dated June 8, 2021, filed with the Secretary
             of State of the State of Delaware and effective June 8, 2021.

 4.1           Filed as Exhibit 3.1

 5.1           Opinion of Sullivan & Cromwell LLP

23.1           Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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