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

Rhea-AI Filing Summary

Terrance Lillis, a director of Citizens Financial Group (CFG), received 306.212 restricted stock units (RSUs) on 08/14/2025 credited after the issuer's dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. The RSUs were reported with a $0 purchase price and increased the reporting person’s beneficial ownership to 36,184.136 shares. The filing also discloses 4,000 shares held indirectly by the reporting person’s spouse in a revocable trust. The Form 4 was signed by an attorney-in-fact on 08/15/2025 and lists the reporting person’s address at Citizens Financial Group, Inc.

Positive

• 306.212 restricted stock units credited to the director under the company’s non-employee directors compensation plan
• The RSUs were received at an indicated $0 acquisition price and were properly disclosed on Form 4

Negative

• None.

Insights

Financial Analyst

Director received dividend-credit RSUs boosting ownership modestly; no cash paid.

The transaction is a routine issuance of restricted stock units to a non-employee director pursuant to the company’s director compensation plan. The reported 306.212 RSUs were credited following a dividend payment and recorded at a $0 acquisition price, which is common for dividend reinvestment or dividend-credit RSU mechanics. The increase brings the reporting person’s beneficial ownership to 36,184.136 shares, a disclosure-relevant change but not necessarily material to CFG’s capital structure or market capitalization by itself.

Corporate Governance Expert

Routine director compensation event consistent with governance practices; properly disclosed on Form 4.

The filing documents a standard, plan-based crediting of restricted stock units to a director, along with an indirect holding of 4,000 shares via a spouse’s revocable trust. The Form 4 discloses relationship (Director), transaction date (08/14/2025), and an explanation tying the RSUs to the Amended & Restated 2014 Non-Employee Directors Compensation Plan, meeting public reporting obligations under Section 16.

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

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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^*

Lillis Terrance

(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		306.212(1)	A	$0	36,184.136	D
Common Stock								4,000	I	Held by spouse in revocable trust

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 Terrance Lillis report on Form 4 for CFG?

The report discloses the crediting of 306.212 restricted stock units (RSUs) on 08/14/2025 under the company’s non-employee directors compensation plan.

How many shares does Terrance Lillis beneficially own after the reported transaction?

The filing shows beneficial ownership of 36,184.136 shares following the transaction.

Were any shares held indirectly for Terrance Lillis?

Yes. The filing discloses 4,000 shares held indirectly in a revocable trust by the reporting person’s spouse.

What was the acquisition price for the reported RSUs?

The RSUs were reported with an acquisition price of $0, credited following a dividend payment.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Divina Pabalate-Inchoco, as Attorney-in-Fact on 08/15/2025.