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

Rhea-AI Filing Summary

Reporting person Michele N. Siekerka, a director of Citizens Financial Group, Inc. (CFG), received restricted stock units (RSUs) credited on 08/14/2025. The Form 4 shows 157.424 RSUs were acquired at $0 pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan as a dividend reinvestment or dividend-related credit. After the transaction, the reporting person beneficially owned 63,256.766 shares, with 6,102 held in an IRA and 297 shares each reported as owned by the reporting person’s daughter and son indirectly.

Positive

• Director compensation credited as RSUs under the company�s approved 2014 Non-Employee Directors Compensation Plan
• Beneficial ownership disclosed in detail, including direct holdings (63,256.766 shares) and indirect holdings (6,102 in IRA; 297 by daughter; 297 by son), supporting transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 157.424 RSUs credited at no cost, modestly increasing reported beneficial ownership.

The Form 4 documents a non-cash credit of 157.424 restricted stock units tied to a dividend payment under the company�s non-employee director compensation plan. This is a routine equity compensation event and does not reflect an open-market purchase or sale. The registrant shows total beneficial ownership of 63,256.766 shares for the reporting person, including specified indirect holdings in an IRA and family accounts, which is relevant for ownership concentration analysis but not a material market-moving transaction.

Corporate Governance Expert

TL;DR: This is a standard director compensation credit under the company�s 2014 plan, disclosed per Section 16 requirements.

The disclosure indicates compliance with Section 16 filing obligations for a director receiving RSUs as part of the Amended & Restated 2014 Non-Employee Directors Compensation Plan. The transaction code and explanation explicitly tie the grant to a dividend payment credit. The filing is procedurally important for transparency on insider holdings but represents a routine compensation-related issuance rather than a change in management or strategy.

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^*

SIEKERKA MICHELE N

(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		157.424(1)	A	$0	63,256.766	D
Common Stock								6,102	I	By IRA
Common Stock								297	I	By daughter
Common Stock								297	I	By son

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 Michele N. Siekerka report on Form 4 for CFG?

The report shows 157.424 restricted stock units (RSUs) were credited on 08/14/2025 at a $0 price, reflecting a dividend-related credit under the company�s non-employee director compensation plan.

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

The Form 4 reports 63,256.766 shares beneficially owned by the reporting person following the transaction.

Are any holdings reported as indirect and how much?

Yes. The filing lists 6,102 shares held in an IRA, 297 shares reported as held by the reporting person�s daughter, and 297 held by the reporting person�s son, each noted as indirect ownership.

What plan governed the RSU credit reported on the Form 4?

The RSU credit was pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

When was the Form 4 signed and filed?

The signature on the filing is dated 08/15/2025 by an attorney-in-fact, indicating the Form 4 was completed and signed on that date.