EX-FILING FEES 5 d846779dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Citizens Financial Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               
Security Type  

Security

Class

Title

  Fee
Calculation
Rule
  Amount
Registered (1)
  Proposed
Maximum
Offering
Price Per
Unit(3)
 

Maximum

Aggregate

Offering

Price(3)

 

Fee

Rate

  Amount of
Registration Fee
               
Equity  

Common Stock, par

value $0.01 per

share (“Common

Stock”)

  Other   5,377,615(2)   $35.46   $190,690,227.90   0.00014760   $28,145.88
         
Total Offering Amounts      $190,690,227.90     $28,145.88
         
Total Fee Offsets         
         
Net Fee Due                $28,145.88

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover additional shares of Common Stock which may become issuable by reason of any stock split, stock dividend, recapitalization, or other similar transaction effected without consideration which results in the increase in the number of outstanding shares of the Registrant’s Common Stock.

 

(2)

Represents shares of Common Stock issuable under the Amended and Restated Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan that was approved by the Registrant’s stockholders on April 25, 2024.

 

(3)

Estimated solely for purposes of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based on the reported average of the high and low prices of Common Stock as reported on the New York Stock Exchange on June 28, 2024.