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

Rhea-AI Filing Summary

Wade Claude E., a director of Citizens Financial Group, Inc. (CFG), was credited with 41.166 restricted stock units on 08/14/2025 at a reported price of $0, following the issuer's dividend payment. The grant increased the reporting person's total beneficial ownership to 4,864.386 shares or share-equivalents. The award was made under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. The Form 4 was signed on behalf of the filer by an attorney-in-fact on 08/15/2025.

Insights

Financial Analyst

TL;DR: Director received a small dividend-funded restricted stock unit credit, a routine, non-dilutive compensation event with minimal investor impact.

The reported transaction is a grant of 41.166 restricted stock units credited in connection with a dividend election under the directors' compensation plan. The units were reported at $0, indicating they were issued as dividend equivalents rather than a cash purchase. The post-transaction beneficial ownership of 4,864.386 shares is modest relative to typical institutional holdings and is unlikely to meaningfully affect outstanding share count or control. This is a standard insider compensation disclosure with no indications of trading or sale activity.

Corporate Governance Expert

TL;DR: Disclosure reflects routine director compensation mechanics and appropriate SEC reporting; no governance red flags present.

The Form 4 documents restricted stock units credited under the company’s non-employee director plan following a dividend payment. The filing properly identifies the reporter as a director and lists the transaction date and resulting beneficial ownership. The signature by an attorney-in-fact is common for administrative filings. There is no evidence here of unusual acceleration, related-party transactions, or deviations from standard plan terms that would raise governance concerns.

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^*

Wade Claude E.

(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		41.166(1)	A	$0	4,864.386	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 Wade Claude E. report on the CFG Form 4?

The reporting person was credited with 41.166 restricted stock units on 08/14/2025 at a reported price of $0.

How many CFG shares did Wade Claude E. beneficially own after the reported transaction?

Following the transaction the filer beneficially owned 4,864.386 shares or share-equivalents.

Under what plan were the restricted stock units issued?

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

When was the Form 4 transaction dated and when was the form signed?

The transaction date is 08/14/2025 and the Form 4 was signed by an attorney-in-fact on 08/15/2025.

Was the reporting person identified as an insider of CFG?

Yes; the report lists Wade Claude E. as a Director of Citizens Financial Group, Inc. (CFG).