CIT / CIT Group Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CIT / CIT Group Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: CIT Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 125581801 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-201417 CIT GROUP INC. (Exact name of registrant as specified in its char

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-221965 CIT GROUP INC. (Exact name of registrant as specified in its char

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-131159 CIT GROUP INC. (Exact name of registrant as specified in its char

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-180015 CIT GROUP INC. (Exact name of registrant as specified in its char

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of registrant as specified in its chart

CIT / CIT Group Inc. / ICS OPPORTUNITIES, LTD. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CIT GROUP INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 125581801 (CUSIP Number) JANUARY 3, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Sc

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 (January 3, 2022) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction (Commission File Num

As filed with the Securities and Exchange Commission on January 4, 2022

As filed with the Securities and Exchange Commission on January 4, 2022 Form S-8 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 17, 2022, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on January 4, 2022

As filed with the Securities and Exchange Commission on January 4, 2022 Form S-8 Registration No.

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 17, 2022, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d

As filed with the Securities and Exchange Commission on January 4, 2022

As filed with the Securities and Exchange Commission on January 4, 2022 Form S-8 Registration No.

As filed with the Securities and Exchange Commission on January 4, 2022

As filed with the Securities and Exchange Commission on January 4, 2022 Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 (December 17, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation

FIRST CITIZENS, CIT ANNOUNCE RECEIPT OF REGULATORY APPROVALS FOR MERGER

Exhibit 99.1 For Immediate Release December 17, 2022 FIRST CITIZENS, CIT ANNOUNCE RECEIPT OF REGULATORY APPROVALS FOR MERGER RALEIGH, North Carolina, and NEW YORK, New York ?? First Citizens BancShares, Inc. (NASDAQ: FCNCA) (?First Citizens?), the parent company of First-Citizens Bank & Trust Company, and CIT Group Inc. (NYSE: CIT) (?CIT?), the parent company of CIT Bank, N.A., jointly announced t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Regis

3Q21 change from

Exhibit 99.1 CIT Reports Third Quarter 2021 Results NEW YORK ? October 26, 2021 ? CIT Group Inc. (NYSE: CIT) today reported third quarter 2021 financial results. Financial Results Third quarter net income to common shareholders of $173 million or $1.72 per diluted common share. Excluding noteworthy items1, third quarter net income available to common shareholders of $185 million or $1.84 per dilut

Certain balances may not sum due to rounding. See Non-GAAP Disclosures in the appendix for a reconciliation of non-GAAP to GAAP financial information, and non-GAAP tables in the corresponding earnings release. Net of depreciation, maintenance, and ot

3Q21 Earnings October 26, 2021 Exhibit 99.2 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The wor

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 (October 26, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2021 (October 18, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

CIT Declares Dividends

Exhibit 99.1 CIT Declares Dividends NEW YORK ? Oct. 18, 2021 ? CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The common stock dividend is payable on Nov. 12, 2021 to common shareholders of record as of Oct. 29, 2021. The CIT board of directors also declared a semi-annual cash

FIRST CITIZENS, CIT EXTEND MERGER AGREEMENT

Exhibit 99.1 For Immediate Release September 30, 2021 FIRST CITIZENS, CIT EXTEND MERGER AGREEMENT RALEIGH, North Carolina, and NEW YORK, New York ?? First Citizens BancShares, Inc. (NASDAQ: FCNCA) (?First Citizens?), the parent company of First-Citizens Bank & Trust Company, and CIT Group Inc. (NYSE: CIT) (?CIT?), the parent company of CIT Bank, N.A., jointly announced that the two companies have

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 1, dated September 30, 2021, to the Agreement and Plan of Merger, dated October 15, 2020, by and among First Citizens BancShares, Inc., First-Citizens Bank & Trust Company, FC Merger Subsidiary IX, Inc., and CIT Group Inc.

Exhibit 2.1 AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (this ?Amendment?) to the Agreement and Plan of Merger, dated October 15, 2020 (the ?Agreement?), is made and entered into as of September 30, 2021, by and among CIT Group Inc., a Delaware corporation (?CIT?); First Citizens BancShares, Inc., a Delaware corporation (?BancShares?); First-Citizens Bank & Trust Company,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Registrant

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2021 (July 27, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commi

2Q21 Earnings July 27, 2021

2Q21 Earnings July 27, 2021 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated.

2Q21 change from

Exhibit 99.1 CIT Reports Second Quarter 2021 Results NEW YORK ?Jul 27, 2021 ? CIT Group Inc. (NYSE: CIT) today reported second quarter 2021 financial results. Financial Results Second quarter net income to common shareholders of $215 million or $2.14 per diluted common share. Excluding noteworthy items1, second quarter net income available to common shareholders of $210 million or $2.09 per dilute

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2021 (July 19, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commi

CIT Declares Dividends

Exhibit 99.1 CIT Declares Dividends NEW YORK ? July 19, 2021 ? CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The common stock dividend is payable on Aug. 13, 2021 to common shareholders of record as of July 30, 2021. In addition, the CIT board of directors declared a quarterly

FIRST CITIZENS, CIT RECEIVE FDIC APPROVAL OF PROPOSED MERGER

Exhibit 99.1 For Immediate Release July 14, 2021 FIRST CITIZENS, CIT RECEIVE FDIC APPROVAL OF PROPOSED MERGER RALEIGH, North Carolina, and NEW YORK, New York ? First Citizens BancShares Inc. (NASDAQ: FCNCA) (?First Citizens?), the parent company of First-Citizens Bank & Trust Company, and CIT Group Inc. (NYSE: CIT) (?CIT?), the parent company of CIT Bank, N.A., jointly announced that the proposal

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2021 CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commission File Numbe

Annual Report - FORM 10-K/A

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Registran

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 (April 28, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Com

Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of ri

1Q21 Earnings April 28, 2021 Exhibit 99.2 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words

1Q21 change from

Exhibit 99.1 CIT Reports First Quarter 2021 Results NEW YORK ?April 28, 2021 ? CIT Group Inc. (NYSE: CIT) today reported first quarter 2021 financial results. Financial Results First quarter net income to common shareholders of $301 million or $3.04 per diluted common share. Excluding noteworthy items1, first quarter net income available to common shareholders of $245 million or $2.47 per diluted

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 (April 20, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Com

CIT Declares Dividends

EX-99.1 Exhibit 99.1 CIT Declares Dividends NEW YORK — April 21, 2021 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The common stock dividend is payable on May 21, 2021 to common shareholders of record as of May 7, 2021. The CIT board of directors also declared a semi-annual

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number:001-31369 CIT GROUP INC. (Exact name of registrant as specified in its

Form of CIT Group Inc. Retention Award Agreement

EXHIBIT 10.21 [?], 2021 [Name] [Address] Re: Retention Bonus Dear [Name], In connection with the merger of CIT Group Inc. (together with its affiliates and successors, ?CIT?) and First Citizens BancShares (?First Citizens? and such merger, the ?Transaction?), you are eligible to earn a transaction retention bonus from CIT in the total aggregate amount of $[?] (the ?Retention Bonus?), subject to th

Subsidiaries of CIT Group Inc.

EXHIBIT 21.1 CIT Group Inc. Subsidiaries as of December 31, 2020 Domestic Jurisdiction Country Ownership Percent CIT Bank, N.A. Federal National Association United States 100% C.I.T. Leasing Corporation Delaware United States 100% Capita Corporation Delaware United States 100% CFHE Funding Company LLC Delaware United States 100% CIT Asset Management LLC Delaware United States 100% CIT Capital Secu

Powers of Attorney.

EXHIBIT 24.1 CONSENT AND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CIT GROUP INC., a Delaware corporation (the ?Company?), which is about to file with the Securities and Exchange Commission (?SEC?), Washington, D.C., under the provisions of the Securities Act of 1934, as amended, an annual report on Form 10-K for the year ended December 31, 2020: Hereby ack

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* CIT Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 125581801 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2021 (February 9, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

FIRST CITIZENS, CIT RECEIVE STOCKHOLDER APPROVAL FOR MERGER

EX-99.1 Exhibit 99.1 For Immediate Release Feb. 9, 2021 FIRST CITIZENS, CIT RECEIVE STOCKHOLDER APPROVAL FOR MERGER RALEIGH, North Carolina, and NEW YORK, New York — First Citizens BancShares, Inc. (NASDAQ: FCNCA) (“First Citizens”), the parent company of First-Citizens Bank & Trust Company, and CIT Group Inc. (NYSE: CIT) (“CIT”), the parent company of CIT Bank, N.A., jointly announced that, at th

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: CIT Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 125581801 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

CUSIP NO. 125581801 13G Page 1 of 7

citg20in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 125581801 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.6)* CIT GROUP INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 125581801 (CUSIP Number) December 31, 2020 (Date of Event W

Merger Prospectus - 425

425 Filed by: CIT Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: January 29, 2021 The following joint communication is an e-mail from Frank Holding, Chairman and CEO of First Citizens BancShares, Inc. (“First Citizens”), and E

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: January 29, 2021 The following joint communication is an e-mail from Frank Holding, Chairman and CEO of First Citizens BancShares, Inc. (“First Citi

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: January 27, 2021 The following is relevant excerpts from a transcript of the fourth quarter earnings call hosted by First Citizens BancShares, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 (January 26, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commission Fil

Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commission File Nu

Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of ri

4Q20 Earnings January 26, 2021 Exhibit 99.2 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The wor

4Q20 change from

Exhibit 99.1 CIT Reports Fourth Quarter and Full Year 2020 Results NEW YORK – January 26, 2021 – CIT Group Inc. (NYSE: CIT) today reported fourth quarter and full year 2020 financial results. Financial Results Fourth quarter loss to common shareholders of $4 million or $0.04 per diluted common shares. Excluding noteworthy items1, fourth quarter net income available to common shareholders of $148 m

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2021 (January 22, 2021) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

CIT Declares Dividends

EX-99.1 Exhibit 99.1 CIT Declares Dividends NEW YORK — Jan. 22, 2021 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The common stock dividend is payable on Feb. 19, 2021 to common shareholders of record as of Feb. 5, 2021. In addition, the CIT board of directors declared a qu

Merger Prospectus - 425

Filed by: CIT Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: January 15, 2021 The following joint communication is an e-mail from Frank Holding, Chairman and CEO of First Citizens BancShares, Inc. (“First Citizens”), and Ellen

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: January 15, 2021 The following joint communication is an e-mail from Frank Holding, Chairman and CEO of First Citizens BancShares, Inc. (“First Citi

Merger Prospectus - 425

425 1 nc10018602x1425.htm 425 Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: January 4, 2021 The following are excerpts from a transcript of a video message recorded by the Chairman and Chief Exe

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2020 (December 23, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation

- FORM DEFM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Ru

Merger Prospectus - 425

425 Filed by: CIT Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: December 7, 2020 The following information was distributed to employees of CIT Group Inc. (“CIT”) on December 7, 2020. As part of the integration planning for our

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: December 7, 2020 The following information was distributed to employees of First Citizens BancShares, Inc. (“First Citizens”) on December 7, 2020. As

Merger Prospectus - 425

425 Filed by: CIT Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: November 25, 2020 The following joint communications were made available to employees of CIT Group Inc. (“CIT”) through CIT’s employee intranet on November 25, 202

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: November 25, 2020 The following communication is an e-mail from Lorie Rupp, Chief Risk Officer of First Citizens BancShares, Inc. (“First Citizens”),

Filed by: First Citizens BancShares, Inc.

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: November 18, 2020 The following are extracts of certain portions of a transcript of remarks delivered by Frank Holding, Jr., Chairman and CEO of First

Filed by: CIT Group Inc.

Filed by: CIT Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) The following joint communication is an e-mail from Frank Holding, Chairman and CEO of First Citizens BancShares, Inc. (“First Citizens”), and Ellen Alemany, Chairwoman and

Filed by: First Citizens BancShares, Inc.

425 1 nc10015985x16425.htm 425 Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: November 16, 2020 The following joint communication is an e-mail from Frank Holding, Chairman and CEO of First Citizens

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: November 12, 2020 Below is a copy of an email sent to certain customers of First Citizens BancShares, Inc. on November 11, 2020 Two Great Banks. One E

Merger Prospectus - 425

425 1 nt10015985x14425.htm 425 Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: November 12, 2020 Below is a copy of an email sent to certain customers of First Citizens BancShares, Inc. on November

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Regis

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: October 29, 2020 The following is an extract of certain portions of a transcript of a speech delivered by Jay Irby, First Citizens Triangle Area Execu

VOTING AGREEMENT

Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of October 15, 2020, is by and among CIT Group Inc., a Delaware corporation (“CIT”), and each of the persons whose name appears in the signature block to this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings specified in the

Agreement and Plan of Merger, dated as of October 15, 2020, by and among First Citizens BancShares, Inc., First-Citizens Bank & Trust Company, FC Merger Subsidiary IX, Inc., and CIT Group Inc.

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among CIT GROUP INC., FIRST CITIZENS BANCSHARES, INC., FIRST-CITIZENS BANK & TRUST COMPANY, and FC MERGER SUBSIDIARY IX, INC. Dated October 15, 2020 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 The Second Step Merger 2 1.3 Closing 3 1.4 Conversion of CIT Common Stock 3 1.5 BancShares Stock 4 1.6 CIT Preferred S

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2020 (October 15, 2020) First Citizens BancShares, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16715 56-1528994 (State or other jurisdiction o

Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2020 (October 15, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporati

[signature page follows]

Exhibit 99.1 October 15, 2020 Ellen R. Alemany CIT 11 W. 42nd Street New York, New York 10036 Dear Ellen: As you know, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) entered into as of October 15, 2020 by and among CIT Group Inc. (“CIT”), First Citizens BancShares, Inc. (“BancShares”), First-Citizens Bank & Trust Company (“FCB”), and FC Merger Subsidiary IX, Inc. (“Merger Sub

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2020 (October 15, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

Voting Agreement, dated as of October 15, by and among CIT Group Inc., Frank B. Holding, Jr., Hope H. Bryant, Peter M. Bristow, and Claire H. Bristow

EX-10.1 Exhibit 10.1 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of October 15, 2020, is by and among CIT Group Inc., a Delaware corporation (“CIT”), and each of the persons whose name appears in the signature block to this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the

[CIT Group Inc. Letterhead]

EX-99.1 Exhibit 99.1 [CIT Group Inc. Letterhead] October 19, 2020 Dear [ ]: This Agreement clarifies certain provisions of The CIT Group Inc. Employee Severance Plan (the “Severance Plan”), The CIT Group Inc. Incentive Compensation Recoupment Policy (the “Recoupment Policy”), and the equity awards granted to you under The CIT Group Inc. 2016 Omnibus Incentive Plan (the “Incentive Plan”). Capitaliz

AGREEMENT AND PLAN OF MERGER by and among CIT GROUP INC., FIRST CITIZENS BANCSHARES, INC., FIRST-CITIZENS BANK & TRUST COMPANY, FC MERGER SUBSIDIARY IX, INC. Dated October 15, 2020

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER   by and among   CIT GROUP INC.,   FIRST CITIZENS BANCSHARES, INC.,   FIRST-CITIZENS BANK & TRUST COMPANY,   and   FC MERGER SUBSIDIARY IX, INC. Dated October 15, 2020 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 The Second Step Merger 2 1.3 Closing 3 1.4 Conversion of CIT Common Stock 3 1.5 BancShares Stock 3 1.6 CIT Preferred Stock 4 1.7 Tr

Merger Prospectus - 425

Merger Prospectus - 425

Filed by: CIT Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) The following is a transcript of a joint investor conference call held by CIT Group Inc. (“CIT”) and First Citizens BancShares, Inc. (“First Citizens”) on October 16, 2020:

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2020 (October 15, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2020 (October 16, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

3Q20 change from

Exhibit 99.1 CIT Announces Third Quarter 2020 Results NEW YORK – October 16, 2020 – CIT Group Inc. (NYSE: CIT) today reported third quarter 2020 financial results. Financial Results Third quarter net income available to common shareholders on both a reported basis, and excluding noteworthy items1, of $83 million or $0.84 per diluted common share. Noteworthy items essentially offset each other in t

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: October 16, 2020 Below is a video transcript of a message delivered by Frank B. Holding, Jr., Chairman and Chief Executive Officer of First Citizens B

First Citizens BancShares, Inc. and CIT Group Inc. Announce Transformational Partnership to Create a Top-Performing Commercial Bank

EX-99.1 Exhibit 99.1 Company Release – 10/16/2020 06:00AM(ET) First Citizens BancShares, Inc. and CIT Group Inc. Announce Transformational Partnership to Create a Top-Performing Commercial Bank - Merger creates a Top 20 U.S. bank with over $100 billion in assets - Creates greater scale to drive growth, improve profitability and enhance stockholder value - Financially compelling transaction with ta

Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of ri

3Q20 Earnings October 16, 2020 Exhibit 99.2 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The wor

Legal Disclosures Forward Looking Statement This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans a

EX-99.2 Transformational Partnership Creates a Top-Performing Commercial Bank October 16, 2020 Exhibit 99.2 Legal Disclosures Forward Looking Statement This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of First Citizens an

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: October 16, 2020 The following message was posted on First Citizens BancShares, Inc.’s (“First Citizens”) website on October 16, 2020. First Citizens

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2020 (October 15, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: October 16, 2020 The following communication was made available by First Citizens BancShares, Inc. to certain of its customers, community partners and

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: October 16, 2020 Below is a video transcript of a message delivered by Frank B. Holding, Jr., Chairman and Chief Executive Officer of First Citizens B

Merger Prospectus - 425

Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: October 16, 2020 The following communication was made available by First Citizens BancShares, Inc. (“First Citizens”) on Twitter and LinkedIn on Octob

Merger Prospectus - 425

425 1 nc10015985x10425.htm 425 Filed by: First Citizens BancShares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CIT Group Inc. (Commission File No.: 001-31369) Date: October 16, 2020 The following communication was posted by First Citizens BancShares, Inc. (“First Citizens”) on its in

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2020 (October 14, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

CIT Declares Dividends

EX-99.1 Exhibit 99.1 CIT Declares Dividends NEW YORK — Oct. 15, 2020 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The common stock dividend is payable on Nov. 20, 2020 to common shareholders of record as of Nov. 6, 2020. The CIT board of directors also declared a semi-annua

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Registrant

2Q20 change from

Exhibit 99.1 CIT Announces Second Quarter 2020 Results NEW YORK – July 21, 2020 – CIT Group Inc. (NYSE: CIT) today reported second quarter 2020 financial results. Financial Results Our financial results and trends in the second quarter 2020, including our provision for credit losses, continue to reflect the impact of the global pandemic from the spread of the COVID-19 virus and its adverse effect

Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of ri

2Q20 Earnings July 21, 2020 Exhibit 99.2 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2020 (July 21, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commi

CIT Declares Dividends

EX-99.1 Exhibit 99.1 CIT Declares Dividends NEW YORK — July 17, 2020 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The common stock dividend is payable on Aug. 21, 2020 to common shareholders of record as of Aug. 7, 2020. In addition, the CIT board of directors declared a qu

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2020 (July 16, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commi

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, as trustee, for the Senior Indenture

EX-25.1 6 d920734dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington,

- S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 26, 2020 Registration No.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, as trustee, for the Subordinated Indenture

EX-25.2 7 d920734dex252.htm EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2020 (June 16, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commi

Underwriting Agreement, dated as of June 16, 2020, among CIT Group Inc. and the representatives of the several underwriters named on Schedule A thereto.

EX-1.1 2 d906880dex11.htm EX-1.1 Exhibit 1.1 Execution Version Underwriting Agreement June 16, 2020 The several Underwriters named on Schedule A hereto c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, NY 10036 c/o BOFA SECURITIES, INC. One Bryant Park New York, NY 10036 c/o WELLS FARGO SECURITIES, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Intro

Ninth Supplemental Indenture, dated as of June 19, 2020, among CIT Group Inc., Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent (including the Form of 3.929% Senior Unsecured Fixed-to-Floating Rate Note due 2024).

EX-4.2 Exhibit 4.2 Execution Version 3.929% Senior Unsecured Fixed-to-Floating Rate Notes due 2024 CIT GROUP INC., as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Security Registrar and Authenticating Agent NINTH SUPPLEMENTAL INDENTURE Dated as of June 19, 2020 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.1 Rel

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 3.929% Senior Unsecu

Final Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

CIT Group Inc. 3.929% Senior Unsecured Fixed-to-Floating Rate Notes due 2024 (the “Notes”) Pricing Term Sheet June 16, 2020 Issuer: CIT Group Inc. Principal Amount: $500,000,000 Final Maturity Date: June 19, 2024 Benchmark Treasury: 0.250% UST due Ju

FWP Free Writing Prospectus Filed pursuant to Rule 433 under the Securities Act (Supplements the Preliminary Prospectus Registration Statement No.

CIT ANNOUNCES PUBLIC OFFERING OF SENIOR UNSECURED FIXED-TO-FLOATING RATE NOTES

EX-99.1 Exhibit 99.1 CIT ANNOUNCES PUBLIC OFFERING OF SENIOR UNSECURED FIXED-TO-FLOATING RATE NOTES NEW YORK – June 16, 2020 – CIT Group Inc. (NYSE: CIT) (“CIT”) today announced that it has commenced a public offering of Securities and Exchange Commission (SEC) registered senior unsecured fixed-to-floating rate notes (the “Notes”). CIT intends to use the net proceeds from the offering for general

(SUBJECT TO COMPLETION) ISSUED JUNE 16, 2020

Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Ju ne 16, 2020 (June 16, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Comm

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): M ay 26, 2020 (May 26, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commis

CIT Bank Announces Commencement of Tender Offer for its 2.969% Senior Unsecured Fixed-to-Floating Rate Notes Due 2025

EX-99.1 Exhibit 99.1 CIT Bank Announces Commencement of Tender Offer for its 2.969% Senior Unsecured Fixed-to-Floating Rate Notes Due 2025 NEW YORK – May 26, 2020 – CIT Bank, N.A. (CIT Bank), the banking subsidiary of CIT Group Inc. (NYSE: CIT) (CIT), today announced that it has commenced a cash tender offer to purchase any and all of its 2.969 % Senior Unsecured Fixed-to-Floating Rate Notes due 2

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2020 (May 12, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commiss

Form of CIT Group Inc. Omnibus Incentive Plan Restricted Stock Unit Award Agreement (with performance Based Vesting) (2020) (filed herein).

Exhibit 10.18 The CIT Group Inc. 2016 Omnibus Incentive Plan Performance-Based Restricted Stock Unit Award Agreement 2020 Long-Term Incentive PBRSU Award “Participant”: “Date of Award”: “Number of RSUs Granted”: Effective as of the Date of Award, this Award Agreement sets forth the grant of Restricted Stock Units (“RSUs”) by CIT Group Inc., a Delaware corporation (the “Company”), to the Participan

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Registran

Amendment No. 4 to Second Amended and Restated Revolving Credit and Guaranty Agreement, dated as of March 9, 2020, among CIT Group Inc., certain subsidiaries of CIT Group Inc., as Guarantors, the Lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent and L/C Issuer (filed herein).

Exhibit 10.14 AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT THIS AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of March 9, 2020 and is entered into by and among CIT GROUP INC., a Delaware corporation (“Company”), as Borrower, CERTAIN SUBSIDIARIES OF COMPANY listed on the signatu

Amended and Restated By-laws of the Company, as amended through April 15, 2020 (filed herein).

Exhibit 3.2 CIT GROUP INC. AMENDED AND RESTATED BY-LAWS As Amended Through April 15, 2020 Article I OFFICES Section 1.01.Registered Office . The registered office of CIT Group Inc. (the “Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02.Other Offices . The Corporation may also have one or more offices at such other plac

Form of CIT Group Inc. Omnibus Incentive Plan Performance Share Unit Award Agreement (2020) (filed herein)

Exhibit 10.17 The CIT Group Inc. 2016 Omnibus Incentive Plan Performance Share Unit Award Agreement 2020 PSU-ROTCE Award “Participant”: “Date of Award”: “Number of PSUs Granted”: Effective as of the Date of Award, this Award Agreement sets forth the grant of “Performance Share Units” (“PSUs”) by CIT Group Inc., a Delaware corporation (the “Company”), to the Participant, pursuant to the provisions

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2020 (April 28, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commis

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2020 (April 21, 2020) C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2020 (April 21, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Com

1Q20 change from

Exhibit 99.1 CIT Announces First Quarter 2020 Results NEW YORK – April 21, 2020 – CIT Group Inc. (NYSE: CIT) today reported first quarter 2020 financial results. Financial Results Our financial results and trends in the first quarter 2020 reflect three key events during the quarter: •The global pandemic from the spread of the COVID-19 virus and the ensuing adverse impact on the macroeconomic envir

Divested over $14 billion in non-core assets Commercial Air, Financial Freedom, NACCO and substantially all other non-US Operations Optimized funding and capital composition Deposits comprise 84% of total funding Acquisition of Mutual of Omaha Bank (

CIT Preparedness in Response to COVID-19 April 21st, 2020 Exhibit 99.3 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from

Strategies 1Q20 Accomplishments 1 Grow Core Businesses Deepen client relationships Provide value-added products and services to our clients Average loans and leases up 18% from the prior quarter, primarily reflecting the Mutual of Omaha Bank (MOB) ac

1Q20 Earnings April 21, 2020 Exhibit 99.2 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words

CIT Declares Dividends

EX-99.1 Exhibit 99.1 CIT Declares Dividends NEW YORK — April 16, 2020 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The common stock dividend is payable on May 22, 2020 to common shareholders of record as of May 8, 2020. The CIT board of directors also declared a semi-annual

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2020 (April 15, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Com

Schedule 14A

DEF 14A 1 d599701ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

CIT / CIT Group, Inc. (The) TEXT-EXTRACT - -

March 16, 2020 John Fawcett Chief Financial Officer CIT Group Inc. 11 West 42nd Street New York, New York 10036 Re: CIT Group Inc. Form 10-K for Fiscal Year Ended December 31, 2019 Filed February 20, 2020 File No. 001-31369 Dear Mr. Fawcett: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosu

LETTER

March 16, 2020 John Fawcett Chief Financial Officer CIT Group Inc. 11 West 42nd Street New York, New York 10036 Re: CIT Group Inc. Form 10-K for Fiscal Year Ended December 31, 2019 Filed February 20, 2020 File No. 001-31369 Dear Mr. Fawcett: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosu

CIT / CIT Group, Inc. (The) CORRESP - -

March 13, 2020 John Spitz and Michael Volley Staff Accountants Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F.

LETTER

March 4, 2020 John Fawcett Chief Financial Officer CIT Group Inc. 11 West 42nd Street New York, New York 10036 Re: CIT Group Inc. Form 10-K for Fiscal Year Ended December 31, 2019 Filed February 20, 2020 File No. 001-31369 Dear Mr. Fawcett: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to

CIT / CIT Group, Inc. (The) TEXT-EXTRACT - -

March 4, 2020 John Fawcett Chief Financial Officer CIT Group Inc. 11 West 42nd Street New York, New York 10036 Re: CIT Group Inc. Form 10-K for Fiscal Year Ended December 31, 2019 Filed February 20, 2020 File No. 001-31369 Dear Mr. Fawcett: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to

Description of CIT Group Inc.’s Securities Registered under Section 12 of the Exchange Act Certain instruments defining the rights of holders of long-term debt securities of CIT and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. CIT hereby undertakes to furnish to the SEC, upon request, copies of such instruments. (filed herein)

Exhibit 4.10 DESCRIPTION OF CAPITAL STOCK A brief summary of some of the provisions of our Fourth Restated Certificate of Incorporation, Amended and Restated By-Laws and relevant sections of the Delaware General Corporation Law (“DGCL”) is set forth below. The description is qualified in its entirety by reference to our Fourth Restated Certificate of Incorporation and our Amended and Restated By-L

Subsidiaries of CIT Group Inc.

EXHIBIT 21.1 CIT Group Inc. Subsidiaries as of December 31, 2019 Domestic Jurisdiction Country Ownership percent CIT Bank, N.A. Federal National Association United States 100% C.I.T. Leasing Corporation Delaware United States 100% Capita Corporation Delaware United States 100% CFHE Funding Company LLC Delaware United States 100% CIT Asset Management LLC Delaware United States 100% CIT Capital Secu

Powers of Attorney.

EXHIBIT 24.1 CONSENT AND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CIT GROUP INC., a Delaware corporation (the “Company”), which is about to file with the Securities and Exchange Commission (“SEC”), Washington, D.C., under the provisions of the Securities Act of 1934, as amended, an annual report on Form 10-K for the year ended December 31, 2019: Hereby ack

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number:001-31369 CIT GROUP INC. (Exact name of registrant as specified in its

CIT / CIT Group, Inc. (The) / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: CIT Group Inc Title of Class of Securities: Common Stock CUSIP Number: 125581801 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

CIT / CIT Group, Inc. (The) / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

SC 13G/A 1 citg19a5.htm CUSIP NO. 125581801 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* CIT GROUP INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 125581801 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Sta

4Q19 change from

Exhibit 99.1 CIT Announces Fourth Quarter and Full Year 2019 Results NEW YORK – Jan. 28, 2020 – CIT Group Inc. (NYSE: CIT) today reported fourth quarter and full year 2019 results. Financial Results Fourth quarter net income available to common shareholders of $121 million or $1.27 per diluted common share. Full year net income available to common shareholders of $511 million or $5.27 per diluted

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2020 (January 28, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of ri

4Q19 Earnings January 28, 2020 Exhibit 99.2 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The wor

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2020 (January 21, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

CIT Declares Dividends

EX-99.1 Exhibit 99.1 CIT Declares Dividends NEW YORK, Jan. 22, 2020 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The dividend is payable on Feb. 21, 2020 to common shareholders of record as of Feb. 7, 2020. CIT’s board also declared a quarterly cash dividend of $0.4765625 p

CIT Completes Acquisition of Mutual of Omaha Bank

EX-99.1 Exhibit 99.1 CIT Completes Acquisition of Mutual of Omaha Bank Advances strategic plan to enhance funding profile, expand middle market banking capabilities and create shareholder value NEW YORK, Jan. 2, 2020 – CIT Group Inc. (NYSE: CIT) today announced that its banking subsidiary, CIT Bank, N.A., completed the acquisition of Mutual of Omaha Bank on Jan. 1, 2020. This transaction advances

Registration Rights Agreement, dated as of January 1, 2020, by and among CIT Group Inc. and Mutual of Omaha Insurance Company.

EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT by and between CIT GROUP INC. and MUTUAL OF OMAHA INSURANCE COMPANY DATED AS OF JANUARY 1, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 1 ARTICLE II REGISTRATION RIGHTS Section 2.01. Registration 5 Section 2.02. Piggyback Registration 7 Section 2.03. Reduction of Size of Underwritten Offering 8 Section 2.04. Registrati

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2020 (January 1, 2020) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2019 ( November 18, 2019 ) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporati

CIT Receives OCC Approval to Acquire Mutual of Omaha Bank

EX-99.1 Exhibit 99.1 CIT Receives OCC Approval to Acquire Mutual of Omaha Bank New York – November 19, 2019 – CIT Group Inc. (NYSE: CIT) today announced that the Office of the Comptroller of the Currency (OCC) has provided regulatory approval for Mutual of Omaha Bank to be merged into CIT’s banking subsidiary, CIT Bank, N.A. Subject to the receipt of certain other regulatory approvals and waivers

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2019 (November 7, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

Underwriting Agreement, dated as of November 7, 2019, among CIT Group Inc., and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A thereto.

EX-1.2 Exhibit 1.2 Underwriting Agreement November 7, 2019 The several Underwriters named on Schedule A hereto c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, NY 10036 c/o J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179 c/o WELLS FARGO SECURITIES, LLC 550 South Tryon Street, 5th Floor Charlotte, NC 28202 Ladies and Gentlemen: Introductory. CIT Group Inc., a Delaware corporati

Underwriting Agreement, dated as of November 7, 2019, among CIT Group Inc., and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule A thereto.

EX-1.1 Exhibit 1.1 Underwriting Agreement November 7, 2019 The several Underwriters named on Schedule A hereto c/o J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179 c/o BOFA SECURITIES, INC. One Bryant Park New York, NY 10036 Ladies and Gentlemen: Introductory. CIT Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named on Sch

Second Supplemental Indenture, dated as of November 13, 2019, among CIT Group Inc., Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent (including the Form of 4.125% Fixed-to-Fixed Rate Subordinated Note due 2029).

EX-4.2 Exhibit 4.2 4.125% Fixed-to Fixed Rate Subordinated Notes due 2029 CIT GROUP INC., as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Security Registrar and Authenticating Agent SECOND SUPPLEMENTAL INDENTURE Dated as of November 13, 2019 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.1 Relation to Base Indent

Form 8-A

8-A12B 1 d809860d8a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CIT GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 65-1051192 (State or other jurisdiction of incorporation or organization) (I.R.

Certificate of Designation of 5.625% Non-Cumulative Perpetual Preferred Stock, Series B of CIT Group Inc., dated November 12, 2019 (incorporated by reference to Exhibit 3.3 to Form 8-A filed November 12, 2019, File No. 001-31369)

EX-3.3 Exhibit 3.3 CERTIFICATE OF DESIGNATION OF 5.625% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B OF CIT GROUP INC. CIT Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), pursuant to Section 151 of the General Corporation Law of the State of Delaware, does hereby certify: The Pricing Committee of the Board of Directors of the Corp

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.125% Fixed-to-Fixe

Final Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.625% Non-Cumulative Perpetual Prefer

Final Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

CIT Group Inc. $200,000,000 Aggregate Liquidation Preference 5.625% Non-Cumulative Perpetual Preferred Stock, Series B Pricing Term Sheet November 7, 2019 Issuer: CIT Group Inc. Security: 5.625% Non-Cumulative Perpetual Preferred Stock, Series B (the

FWP Free Writing Prospectus (Supplements the Preliminary Prospectus Supplement dated November 7, 2019) Filed pursuant to Rule 433 under the Securities Act Registration Statement No.

CIT Group Inc. 4.125% Fixed-to-Fixed Rate Subordinated Notes due 2029 (the “Notes”) Pricing Term Sheet November 7, 2019 Issuer: CIT Group Inc. Principal Amount: $100,000,000 Final Maturity Date: November 13, 2029 Benchmark Treasury: 1.500% UST due Oc

FWP Free Writing Prospectus Filed pursuant to Rule 433 under the Securities Act (Supplements the Preliminary Prospectus Supplement dated November 7, 2019) Registration Statement No.

(SUBJECT TO COMPLETION) DATED NOVEMBER 7, 2019

Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

(SUBJECT TO COMPLETION) ISSUED NOVEMBER 7, 2019

Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Regis

3Q19 change from

Exhibit 99.1 CIT Announces Third Quarter 2019 Results NEW YORK – Oct. 22, 2019 – CIT Group Inc. (NYSE: CIT) today reported third quarter 2019 results. Financial Results •Net income available to common shareholders of $143 million or $1.50 per diluted common share. •Excluding noteworthy items, net income available to common shareholders of $123 million or $1.29 per diluted common share1. Chairwoman

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2019 (October 22, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction (Commission File N

Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of ri

3Q19 Earnings October 22nd, 2019 Exhibit 99.2 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The w

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2019 (October 16, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

CIT Declares Dividends

EX-99.1 Exhibit 99.1 CIT Declares Dividends NEW YORK — Oct. 17, 2019 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The common stock dividend is payable on Nov. 22, 2019 to common shareholders of record as of Nov. 8, 2019. CIT’s board also has declared the semi-annual dividen

Material Impairments, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2019 (September 13, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporati

CIT / CIT Group, Inc. (The) / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: CIT Group Inc Title of Class of Securities: Common Stock CUSIP Number: 125581801 Date of Event Which Requires Filing of this Statement: August 30, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of ri

EX-99.1 Exhibit 99.1 Barclays Global Financial Services Conference Ellen Alemany, Chairwoman and CEO John Fawcett, CFO September 2019 Exhibit 99.1 Barclays Global Financial Services Conference Ellen Alemany, Chairwoman and CEO John Fawcett, CFO September 2019 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are bas

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Septemb er 9, 2019 (September 9, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2019 (August 22, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (C

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August [16], 2019 (August 12, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

Agreement and Plan of Merger among Mutual of Omaha Insurance Company, Omaha Financial Holdings, Inc., Mutual of Omaha Bank, CIT Group Inc. and CIT Bank, National Association, dated as of August 12, 2019.*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG MUTUAL OF OMAHA INSURANCE COMPANY, OMAHA FINANCIAL HOLDINGS, INC., MUTUAL OF OMAHA BANK, CIT GROUP INC. AND CIT BANK, NATIONAL ASSOCIATION DATED AS OF AUGUST 12, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.01 Definitions 1 1.02 Interpretation; Effect 15 ARTICLE II THE MERGER; PURCHASE AND SALE OF SHARES 16 2.01 The M

Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of ri

EX-99.2 Accelerating CIT’s Strategic Plan Acquisition of Mutual of Omaha Bank August 13, 2019 Exhibit 99.2 Important Notice This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actu

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2019 (August 13, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (C

CIT to Acquire Mutual of Omaha Bank

EX-99.1 Exhibit 99.1 CIT to Acquire Mutual of Omaha Bank • Enhances and diversifies CIT’s funding profile with Mutual of Omaha Bank’s market-leading homeowners association banking business, a source of scalable lower-cost deposits • Extends middle market commercial banking capabilities with expanded products, technology solutions and geographic footprint • Advances strategic plan and accelerates s

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Registrant

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2019 (July 23, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction (Commission File Number)

2Q19 change from

Exhibit 99.1 CIT Announces Second Quarter 2019 Results NEW YORK – July 23, 2019 – CIT Group Inc. (NYSE: CIT) today reported second quarter 2019 results. Financial Results •Net income available to common shareholders of $128 million or $1.33 per diluted common share •Income from continuing operations available to common shareholders of $127 million or $1.32 per diluted common share Chairwoman and C

Strategies 2Q19 Accomplishments 1 Grow Core Businesses Deepen client relationships Innovate with value Average core loan and lease growth(1) of 1% from prior quarter and 8% from the year-ago quarter Continued strong origination levels across all core

2Q19 Earnings July 23rd, 2019 Exhibit 99.2 This press release contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words “expect,” “ant

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2019 (July 18, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction (Commission Fil

CIT Declares Common Dividend

EX-99.1 Exhibit 99.1 CIT Declares Common Dividend NEW YORK — July 19, 2019 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock. The dividend is payable on Aug. 23, 2019 to common shareholders of record as of Aug. 9, 2019. About CIT: CIT is a leading national bank focused on empower

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2019 (May 14, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction (Commission (IRS

Form of CIT Group Inc. Omnibus Incentive Plan Performance Share Unit Award Agreement (2019) (Filed herein).

EXHIBIT 10.19 The CIT Group Inc. 2016 Omnibus Incentive Plan Performance Share Unit Award Agreement 2019 PSU-ROTCE Award “Participant”: “Date of Award”: “Number of PSUs Granted”: Effective as of the Date of Award, this Award Agreement sets forth the grant of “Performance Share Units” (“PSUs”) by CIT Group Inc., a Delaware corporation (the “Company”), to the Participant, pursuant to the provisions

Form of CIT Group Inc. Omnibus Incentive Plan Restricted Stock Unit Award Agreement (with performance Based Vesting) (2019) (Filed herein).

EXHIBIT 10.20 The CIT Group Inc. 2016 Omnibus Incentive Plan Performance-Based Restricted Stock Unit Award Agreement 2019 Long-Term Incentive PBRSU Award “Participant”: “Date of Award”: “Number of RSUs Granted”: Effective as of the Date of Award, this Award Agreement sets forth the grant of Restricted Stock Units (“RSUs”) by CIT Group Inc., a Delaware corporation (the “Company”), to the Participan

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Regis

Strategies 1Q19 Accomplishments 1 Grow Core Businesses Deepen client relationships Innovate with value 2% average core loan and lease growth q/q(1) Funded volume of $2.7 billion. Commercial Banking volume up 5% from the year-ago quarter 2 Optimize Ba

1Q19 Earnings April 23rd, 2019 Exhibit 99.2 This press release contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words “expect,” “an

1Q19 change from

Exhibit 99.1 CIT Announces First Quarter 2019 Results NEW YORK – April 23, 2019 – CIT Group Inc. (NYSE: CIT) today reported first quarter 2019 results. Financial Results •First quarter net income available to common shareholders and income from continuing operations available to common shareholders were each $119 million or $1.18 per diluted common share Chairwoman and CEO Commentary “We posted so

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2019 (April 23, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other (Commission (IRS Employer jurisdict

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2019 (April 16, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

CIT Declares Increased Common Dividend

EX-99.1 Exhibit 99.1 CIT Declares Increased Common Dividend NEW YORK — April 17, 2019 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.35 per common share on its outstanding common stock, which represents an increase of 40 percent over the prior quarter’s $0.25 per common share dividend. The common stock dividend is payable on Ma

Definitive Proxy Statement

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Powers of Attorney.

EX-24.1 5 cit-ex241314.htm EX-24.1 EXHIBIT 24.1 CONSENT AND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CIT GROUP INC., a Delaware corporation (the “Company”), which is about to file with the Securities and Exchange Commission (“SEC”), Washington, D.C., under the provisions of the Securities Act of 1934, as amended, an annual report on Form 10-K for the year

Subsidiaries of CIT Group Inc.

EXHIBIT 21.1 CIT Group Inc. Subsidiaries as of December 31, 2018 Domestic Jurisdiction Country Ownership Percent * economic interest CIT Bank, N.A. Federal National Association United States 100% C.I.T. Leasing Corporation Delaware United States 100% Capita Corporation Delaware United States 100% CFHE Funding Company LLC Delaware United States 100% CIT Asset Management LLC Delaware United States 1

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number:001-31369 CIT GROUP INC. (Exact name of registrant a

Amendment No. 3 to Second Amended and Restated Revolving Credit and Guaranty Agreement, dated as of February 19, 2019, among CIT Group Inc., certain subsidiaries of CIT Group Inc., as Guarantors, the Lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent and L/C Issuer.

EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT THIS AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of February 19, 2019 and is entered into by and among CIT GROUP INC., a Delaware corporation (“Company”), as Borrower, CERTAIN SUBSIDIARIES OF COMPANY listed on

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2019 (February 19, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorpora

CIT / CIT Group, Inc. (The) / VANGUARD GROUP INC Passive Investment

citgroupinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: CIT Group Inc Title of Class of Securities: Common Stock CUSIP Number: 125581801 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designa

CIT / CIT Group, Inc. (The) / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

citg18a4.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 125581801 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CIT GROUP INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 125581801 (CUSIP Number) December 31, 2018 (Date of Event

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 (January 28, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporati

Core portfolios is total loans and leases net of credit balances of factoring clients, NACCO, Legacy Consumer Mortgages (LCM) and Non-Strategic Portfolios (NSP). Operating expenses excluding noteworthy items and intangible asset amortization. The num

4Q18 Earnings January 29th, 2019 Exhibit 99.2 This press release contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words “expect,” “

CIT Announces Fourth Quarter and Full Year 2018 Results

1 Exhibit 99.1 FOR IMMEDIATE RELEASE CIT Announces Fourth Quarter and Full Year 2018 Results Financial Results: • Fourth quarter net income available to common shareholders and income from continuing operations available to common shareholders were each $82 million or $0.78 per diluted common share • Excluding noteworthy items, fourth quarter income from continuing operations available to common s

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 (January 29, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other (Commission (IRS Employer juris

CIT Declares Common Dividend

EX-99.1 Exhibit 99.1 CIT Declares Common Dividend NEW YORK, Jan. 23, 2019 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.25 per common share on its outstanding common stock. The dividend is payable on Feb. 22, 2019 to common shareholders of record as of Feb. 8, 2019. About CIT: CIT is a leading national bank focused on empoweri

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2019 (January 23, 2019) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorp

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2018 (November 2, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

CIT Group Inc. Omnibus Incentive Plan (filed herein).

Exhibit 10.1 CIT Group Inc. 2016 Omnibus Incentive Plan CIT Group Inc. 2016 Omnibus Incentive Plan Article I — General 1.1 Purpose1 1.2 Definitions1 1.3 Administration5 1.4 Persons Eligible for Awards7 1.5 Types of Awards7 1.6 Shares Available for Stock-Based Awards7 Article II — Awards Under The Plan 2.1 Agreements Evidencing Awards9 2.2 No Rights as a Shareholder9 2.3 Options9 2.4 Stock Apprecia

CIT / CIT Group, Inc. (The) 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of R

CIT Group Inc. and Subsidiaries Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.1 CIT Group Inc. and Subsidiaries Computation of Ratio of Earnings to Fixed Charges (dollars in millions) Quarters Ended Nine Month Ended Earnings: September 30, 2018 June 30, 2018 September 30, 2017 September 30, 2018 September 30, 2017 Net income $ 131.5 $ 126.8 $ 219.6 $ 355.3 $ 556.2 Provision (benefit) for income taxes - continuing operations 41.3 57.4 (119.8 ) 140.0 (95.5 ) (Incom

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2018 (October 23, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other (Commission (IRS Employer juris

CIT Announces Third Quarter 2018 Results

1 Exhibit 99.1 FOR IMMEDIATE RELEASE CIT Announces Third Quarter 2018 Results Highlights: • Third quarter net income available to common shareholders of $132 million or $1.15 per diluted common share; income from continuing operations available to common shareholders of $129 million or $1.13 per diluted common share • Excluding noteworthy items, third quarter income from continuing operations avai

Executing on Our Strategies to Simplify, Strengthen and Grow CIT Maximize Potential of Core Businesses Enhance Operational Efficiency 2 Maintain Strong Risk Management 5 Optimize Capital Structure 4 Optimize Funding Costs 3Q18 Progress Strategies Gro

Third Quarter 2018 Earnings October 23, 2018 Exhibit 99.2 This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2018 (October 19, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation)

CIT Declares Dividends

EX-99.1 Exhibit 99.1 CIT Declares Dividends NEW YORK — Oct. 16, 2018 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.25 per common share on its outstanding common stock. The common stock dividend is payable on Nov. 27, 2018 to common shareholders of record as of Nov. 13, 2018. The CIT Board also declared the semi-annual dividend

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2018 (October 15, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorp

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EX-99.1 Exhibit 99.1 CIT Completes Sale of its European Rail Business Exits last ongoing overseas operation and outlines plan to further optimize funding NEW YORK – CIT Group Inc. (NYSE: CIT) today announced that it completed the sale of NACCO, its European rail leasing business, for net proceeds of $1.1 billion based on current exchange rates. The sale was completed in two separate transactions a

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2018 (October 1, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation

CIT ANNOUNCES REDEMPTION OF APPROXIMATELY $500 MILLION OF ITS UNSECURED DEBT

EX-99.1 Exhibit 99.1 CIT ANNOUNCES REDEMPTION OF APPROXIMATELY $500 MILLION OF ITS UNSECURED DEBT NEW YORK – Aug. 17, 2018 – CIT Group Inc. (NYSE: CIT) today announced that it has given notice of its intention to redeem on Sept. 20, 2018 (the “Redemption Date”) all of its outstanding 3.875% Senior Unsecured Notes due February 2019 (the “Notes”). The Notes will be redeemed at a redemption price equ

Underwriting Agreement, dated as of August 14, 2018, among CIT Group Inc. and the several underwriters named on Schedule A thereto.

EX-1.1 Exhibit 1.1 EXECUTION VERSION Underwriting Agreement August 14, 2018 The several Underwriters named on Schedule A hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 4th Floor New York, New York 10019 Ladies and Gentlemen: Introductory. CIT Group Inc., a Delaware corporation (the “Company”), proposes to issue and

Eighth Supplemental Indenture, dated as of August 17, 2018, among CIT Group Inc., Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent (including the Form of 4.750% Senior Unsecured Note due 2024).

EX-4.2 Exhibit 4.2 Execution Version 4.750% Senior Unsecured Notes due 2024 CIT GROUP INC., as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Security Registrar and Authenticating Agent EIGHTH SUPPLEMENTAL INDENTURE Dated as of August 17, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.1 Relation to Base Indent

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2018 (August 14, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorpor

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.750% Senior Unsecu

Final Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

CIT Group Inc. $500,000,000 4.750% Senior Unsecured Notes due 2024 (the “Notes”) Pricing Term Sheet August 14, 2018 Issuer: CIT Group Inc. Trade Date: August 14, 2018 Settlement Date: August 17, 2018 (T+3)* Principal Amount: $500,000,000 Final Maturi

FWP Free Writing Prospectus Filed pursuant to Rule 433 under the Securities Act (Supplements the Preliminary Prospectus Registration Statement No.

(SUBJECT TO COMPLETION) ISSUED AUGUST 14, 2018

Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

LETTER

Mail Stop 4720 August 8, 2018 John Fawcett Chief Financial Officer CIT Group Inc. 11 West 42 nd Street New York, New York 10036 Re: CIT Group Inc. Form 10-K for Fiscal Year Ended December 31, 2017 Filed February 23, 2018 File No. 001-31369 Dear Mr. Fawcett: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy o

CIT / CIT Group, Inc. (The) 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Regist

CIT Group Inc. and Subsidiaries Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.1 CIT Group Inc. and Subsidiaries Computation of Ratio of Earnings to Fixed Charges (dollars in millions) Quarters Ended Six Months Ended Earnings: June 30, 2018 March 31, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Net income $ 126.8 $ 97.0 $ 156.7 $ 223.8 $ 336.6 Provision (benefit) for income taxes - continuing operations 57.4 41.3 (31.9 ) 98.7 24.3 (Income) loss from discontinued

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2018 (July 24, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other (Commission (IRS Employer jurisdictio

Executing on Our Strategies to Simplify, Strengthen and Grow CIT Maximize Potential of Core Businesses Enhance Operational Efficiency 2 Maintain Strong Risk Management 5 Optimize Capital Structure 4 Optimize Funding Costs 2Q18 Progress Strategies Gro

Second Quarter 2018 Earnings July 24, 2018 Exhibit 99.2 This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words “e

CIT Announces Second Quarter 2018 Results

1 Exhibit 99.1 FOR IMMEDIATE RELEASE CIT Announces Second Quarter 2018 Results Highlights: • Second quarter net income available to common shareholders of $117 million or $0.94 per diluted common share; income from continuing operations available to common shareholders of $138 million or $1.11 per diluted common share • Excluding noteworthy items, second quarter income from continuing operations a

CIT Declares Increased Dividend

EX-99.1 Exhibit 99.1 CIT Declares Increased Dividend NEW YORK — July 17, 2018 — CIT Group Inc. (NYSE: CIT) today announced that its board of directors has declared a quarterly cash dividend of $0.25 per common share on its outstanding common stock, which represents a 56 percent increase over the prior quarter’s $0.16 per common share dividend. The common stock dividend is payable on Aug. 24, 2018

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2018 (July 17, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction (Commission (IR

CIT / CIT Group, Inc. (The) CORRESP

CORRESP John Fawcett Executive Vice President & Chief Financial Officer July 17, 2018 Michael Volley Staff Accountant Division of Corporation Finance Mail Stop 4720 United States Securities and Exchange Commission 100 F.

LETTER

Mail Stop 4720 July 5, 2018 John Fawcett Chief Financial Officer CIT Group Inc. 11 West 42 nd Street New York, New York 10036 Re: CIT Group Inc. Form 10-K for Fiscal Year Ended December 31, 2017 Filed February 23, 2018 File No. 001-31369 Dear Mr. Fawcett: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2018 (June 28, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2018 (June 13, 2018) CIT GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-31369 65-1051192 (State or other jurisdiction of incorporatio

Ventura Los Angeles Pasadena Palm Desert San Diego California 70 Branches Retail Branch Direct Bank Note: Market capitalization as of June 8, 2018. Financial information as of March 31, 2018. Map illustrates online deposits by city. Top 50 Largest U.

EX-99.1 Morgan Stanley Financials Conference Wednesday, June 13, 2018 Simplify, Strengthen, and Grow Ellen Alemany, Chairwoman and CEO John Fawcett, CFO Exhibit 99.1 This presentation contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of ris