CFG-E Citizens Financial Group Inc

With respect to the Fixed Rate Period, interest on the Notes will be payable semi-annually in arrears on each January 23 and July 23 of each year, commencing on July 23, 2024, and ending on January 23, 2029. If any Interest Payment Date with respect to the Fixed Rate Period falls on a day that is not a Business Day, as defined in the Preliminary Prospectus, then payment of any interest payable on such date will be postponed to the next succeeding Business Day, with the same force and effect as if made on the date such payment was due, and no interest or other payment will accrue as a result of such delay.

During the Floating Rate Period, interest on the Notes will be payable quarterly in arrears on the second Business Day following each Floating Rate Interest Payment Period End-Date (as defined below); provided that the Interest Payment Date with respect to the final Floating Rate Interest Payment Period (as defined below) will be the Maturity Date or, if the Notes are redeemed during the Floating Rate Period, the redemption date.

If the scheduled Maturity Date or redemption date, as applicable, falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or redemption date.

Floating Rate Interest Payment

Periods:

The “Floating Rate Interest Payment Periods” mean the quarterly periods used to calculate interest on the Notes during the Floating Rate Period, which is paid on the Interest Payment Dates.

With respect to an Interest Payment Date in respect of the Floating Rate Period, interest is calculated from and including the second most recent Floating Rate Interest Payment Period End-Date (as defined below) (or from and including January 23, 2029 in the case of the first Floating Rate Interest Payment Period) to but excluding the immediately preceding Floating Rate Interest Payment Period End-Date; provided that (i) the Floating Rate Interest Payment Period with respect to the final Floating Rate Interest Payment Date (i.e., the Maturity Date or, if the Notes are redeemed during the Floating Rate Period, the redemption date) will be the period from and including the second-to-last Floating Rate Interest Payment Period End-Date to but excluding the Maturity Date or, if the Notes are redeemed during the Floating Rate Period, the redemption date, as applicable, and (ii) with respect to such final Floating Rate Interest Payment Period, the level of SOFR for each calendar day in the period from and including the Rate Cut-Off Date (as described below) to, but excluding, the Maturity Date or, if the Notes are redeemed during the Floating Rate Period, the redemption date shall be the level of SOFR in respect of such Rate Cut-Off Date.

Fixed Rate Period: 30/360

Floating Rate Period: Actual/360

Barclays Capital Inc.

BofA Securities, Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

Citizens JMP Securities, LLC

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Mizuho Securities USA LLC

Wells Fargo Securities, LLC

Note: A rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision or withdrawal at any time.

Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the Trade Date will be required, by virtue of the fact that the Notes initially will not settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.