On July 8, 2024, Citizens Financial Group, Inc. (the “Company”) filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which, effective upon filing, eliminated from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 6.350% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”). All outstanding shares of the Series D Preferred Stock were redeemed on July 8, 2024. A copy of the Certificate of Elimination relating to the Series D Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A Restated Certificate of Incorporation reflecting (i) the elimination of the Series D Preferred Stock; and (ii) the integration of the Company’s previously filed Certificate of Designations for the 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H, was filed with the Secretary of State of the State of Delaware on July 8, 2024, and is listed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.