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

Rhea-AI Filing Summary

Kelly Edward J. III, a director of Citizens Financial Group, Inc. (CFG), reported a Section 16 transaction dated 08/14/2025. The filing shows an acquisition of 306.212 common stock units credited at $0, and reports total beneficial ownership following the transaction of 36,184.136 shares/units. The filing explains these were restricted stock units credited to the reporting person’s account following the issuer’s dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. The Form 4 was signed on 08/15/2025 by an attorney-in-fact.

Positive

• Timely disclosure of the insider transaction via Form 4 with signature dated 08/15/2025
• Transaction clearly explained as restricted stock units credited following a dividend under the 2014 Non-Employee Directors Compensation Plan
• No cash outlay for the credited units (reported price $0), consistent with dividend-equivalent treatment

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a small award of restricted stock units tied to a dividend reinvestment/compensation plan; not material to company valuation.

The filing documents a routine compensation-related credit of 306.212 restricted stock units at no cash price, increasing the reporting person’s beneficial holdings to 36,184.136 units. This appears to be an administrative posting of director compensation under the company’s non-employee directors plan rather than an open-market purchase or sale. The size of the grant is modest relative to typical public-company float and shows use of equity-based compensation to satisfy dividend-crediting obligations.

Corporate Governance Expert

TL;DR: Transaction reflects standard director compensation mechanics tied to dividends; disclosure aligns with Section 16 requirements.

The Form 4 explains the mechanics: restricted stock units were credited following a dividend payment pursuant to the 2014 Non-Employee Directors Compensation Plan. The zero-price entry indicates a non-cash grant or dividend-equivalent credit. The timely filing and attorney-in-fact signature are consistent with standard insider reporting practices and do not indicate any governance irregularity based on the disclosed facts.

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^*

KELLY EDWARD J III

(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

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 did Kelly Edward J. III report on Form 4 for CFG?

The filer reported an acquisition of 306.212 common stock units credited at a $0 price and total beneficial ownership of 36,184.136 units following the transaction.

When was the transaction dated and when was the Form 4 filed?

The transaction is dated 08/14/2025 and the Form 4 shows a signature by an attorney-in-fact dated 08/15/2025.

Why were the restricted stock units credited to the reporting person?

The filing states the units were credited following the issuer's dividend payment, pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

Does the Form 4 show a purchase price for the credited units?

No. The reported price for the credited units is $0, indicating a non-cash credit.

Is Kelly Edward J. III an officer or director of CFG?

The form marks the reporting person as a Director of Citizens Financial Group, Inc.