CITIZENS FINANCIAL GROUP, INC. (NYSE:CFG) Files An 8-K Other Events

Item8.01 Other Events.

On February24, 2017, Citizens Financial Group, Inc. (the Company)
and The Bank of New York Mellon, as trustee (the Trustee), at the
Companys request, entered into a Second Supplemental Indenture to
the Senior Indenture dated as of October28, 2015, by and between
the Company and the Trustee, in order to amend Section203 of the
First Supplemental Indenture, dated as of July28, 2016, to cause
the Company to surrender its right to redeem the $350 million
aggregate principal amount of 2.375% Senior Notes due 2021 on any
date before September1, 2017.

The Second Supplemental Indenture is attached as Exhibit 4.1 to
this Current Report on Form 8K and is incorporated by reference
herein.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

About CITIZENS FINANCIAL GROUP, INC. (NYSE:CFG)

Citizens Financial Group, Inc. is a retail bank holding company in the United States. The Company offers a range of retail and commercial banking products and services to individuals, institutions and companies. The Company operates in two segments: Consumer Banking and Commercial Banking. The Company’s Consumer Banking serves retail customers and small businesses. The Company offers traditional banking products and services, including checking, savings, home loans, student loans, credit cards, business loans and financial management services. Its subsidiaries are Citizens Bank, N.A. (CBNA) and Citizens Bank of Pennsylvania (CBPA). Its Commercial Banking offers financial products and solutions, including loans, leases, trade financing, deposits, cash management, commercial cards, foreign exchange, interest rate risk management, corporate finance and capital markets advisory capabilities.

CITIZENS FINANCIAL GROUP, INC. (NYSE:CFG) Recent Trading Information

CITIZENS FINANCIAL GROUP, INC. (NYSE:CFG) closed its last trading session down -0.67 at 36.58 with 5,960,935 shares trading hands.