The shares are being offered by The Royal Bank of Scotland Group plc at an initial offering price per share between $23 and $25.
The selling shareholder has also granted a 30-day overallotment option of up to an additional 21,000,000 shares.
The common stock has been approved to trade on the New York Stock Exchange under the symbol "CFG".
The offering is being made through global coordinators and joint book-running managers Morgan Stanley and Goldman, Sachs & Co and joint book runner J.P. Morgan.