[Form 3] Citizens Financial Group, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Citizens Financial Group interim Chief Financial Officer Christopher R. Emerson reported ownership of 38,828 shares of Citizens Financial Group, Inc. (CFG) on an initial Form 3 filed for the 08/16/2025 event. The filing indicates the position as an officer (Interim CFO) and that the shares are directly owned. The Form 3 was signed by an attorney-in-fact on 08/22/2025.

Positive

• Disclosure provided of direct ownership of 38,828 CFG shares by the interim CFO, supporting regulatory transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine disclosure of direct ownership by an interim CFO, neutral for valuation.

The Form 3 reports a direct beneficial ownership of 38,828 common shares by Christopher R. Emerson in his capacity as interim CFO. This is an initial Section 16 filing required to disclose insider holdings; it provides transparency but does not indicate any material change to corporate capital structure or liquidity. From a financial perspective, the position size is modest relative to a large-cap bank and is unlikely to move market valuation on its own.

Corporate Governance Expert

TL;DR: Compliance-focused filing showing timely insider reporting, signaling standard governance practice.

The filing fulfills Section 16 reporting obligations by disclosing the interim CFO's direct ownership in CFG. Timely and accurate reporting of insider holdings supports governance transparency and insider-trading monitoring. No derivative holdings, pledges, or indirect ownership are reported, and there are no amendments or explanatory remarks beyond the signature block.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Emerson Christopher R

(Last) (First) (Middle)

C/O CITIZENS FINANCIAL GROUP, INC.

600 WASHINGTON BOULEVARD

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/16/2025

3. Issuer Name and Ticker or Trading Symbol
CITIZENS FINANCIAL GROUP INC/RI [ CFG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	38,828	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/Divina Pabalate-Inchoco, as Attorney-in-Fact	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 3 filed for CFG disclose about Christopher R. Emerson?

The Form 3 disclosed that interim CFO Christopher R. Emerson directly owns 38,828 shares of Citizens Financial Group, Inc.

When is the date of the event requiring the Form 3 filing for CFG?

The date of the event requiring the statement is 08/16/2025.

What role does the reporting person hold at CFG according to the filing?

The filing lists the reporting person as an Officer with the title Interim CFO and also indicates Director where checked.

Are any derivative securities or indirect ownerships reported in this Form 3?

No. The form shows only non-derivative common stock of 38,828 shares and contains no entries in the derivative or indirect ownership sections.

Who signed the Form 3 and when was it signed?

The Form 3 was signed by /s/ Divina Pabalate-Inchoco, as Attorney-in-Fact on 08/22/2025.