[Form 4] Citizens Financial Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Christopher Swift, a director of Citizens Financial Group, Inc. (CFG), received 194.295 restricted stock units on 08/14/2025. The award was credited following the issuer's dividend payment under the company mended & Restated 2014 Non-Employee Directors Compensation Plan. After the transaction, the reporting personeneficially owned 22,959.254 shares. The acquisition was reported on Form 4 with a zero cash price, indicating these were dividend-settled restricted stock units rather than a market purchase. The filing was signed by an attorney-in-fact on 08/15/2025.

Positive

• Director alignment: Receipt of 194.295 restricted stock units increases the reporting person's stake to 22,959.254 shares, aligning incentives with shareholders
• Timely disclosure: Transaction reported promptly on Form 4 and signed by attorney-in-fact, meeting Section 16 reporting requirements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation credited as restricted stock units increases insider ownership modestly and aligns pay with shareholder interests.

The filing documents a standard compensation-credit event under the non-employee directors plan rather than a traded purchase or sale. The addition of 194.295 restricted stock units at $0 reflects dividend reinvestment or dividend-settled RSUs and raises beneficial ownership to 22,959.254 shares. This is a routine corporate governance occurrence and does not indicate any unusual trading activity or change in control. Documentation and prompt reporting meet Section 16 disclosure expectations.

Securities Analyst

TL;DR: Insignificant market impact: small, non-cash grant increases insider stake but is not material to valuation.

The transaction code shows an acquisition of 194.295 units resulting from a dividend-related credit under the 2014 directors compensation plan. The zero price confirms these are compensation-related units, not open-market purchases. The post-transaction beneficial ownership figure is useful for tracking insider alignment but is immaterial relative to typical public float sizes. Timely filing and clear explanation reduce regulatory risk.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Swift Christopher

(Last) (First) (Middle)

C/O CITIZENS FINANCIAL GROUP, INC.

600 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/14/2025		A		194.295(1)	A	$0	22,959.254	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects restricted stock units credited to the reporting person's account following the issuer's dividend payment, pursuant to an award granted to the filer pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

Remarks:

	/s/Divina Pabalate-Inchoco, as Attorney-in-Fact	08/15/2025
	** 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 4 (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 transaction did Christopher Swift report on Form 4 for CFG?

The report discloses the acquisition of 194.295 restricted stock units credited on 08/14/2025 under the directors compensation plan.

Did the Form 4 report a market purchase or sale for CFG insider Christopher Swift?

No. The transaction shows a $0 price and is described as restricted stock units credited following a dividend payment, not an open-market trade.

How many shares does the reporting person beneficially own after the transaction?

After the transaction the reporting person beneficially owns 22,959.254 shares.

Under what plan were the restricted stock units credited?

They were credited pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

When was the Form 4 signed and filed?

The filing was signed by an attorney-in-fact on 08/15/2025.