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

Rhea-AI Filing Summary

William P. Hankowsky, a director of Citizens Financial Group, Inc. (CFG), reported a non‑derivative acquisition on 08/14/2025. The filing shows 336.274 shares of common stock were acquired at a price of $0 and were credited as restricted stock units following the issuer's dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non‑Employee Directors Compensation Plan. After this transaction the reporting person beneficially owns 77,313.415 shares. The form also notes an indirect holding of 83 shares held by BKMH Partners LP. The statement was signed by an attorney‑in‑fact on 08/15/2025.

Positive

• Compensation was administered under an established plan, the Amended & Restated 2014 Non‑Employee Directors Compensation Plan.
• Transaction was noncash issuance (restricted stock units credited at $0), indicating no insider selling.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received dividend‑credited restricted stock units, increasing direct beneficial ownership modestly.

The Form 4 documents a routine compensation event rather than an open market trade. The 336.274 share increase at $0 reflects issuance of restricted stock units credited after a dividend payment under the company’s non‑employee director plan, which is a standard governance practice to compensate and retain directors. The filing distinguishes direct beneficial ownership (77,313.415 shares after the grant) and a small indirect holding (83 shares held by BKMH Partners LP), indicating limited off‑balance ownership arrangements. Materiality appears low given the nature and size of the grant relative to total outstanding shares is not stated in the form.

Securities Analyst

TL;DR: This is a noncash compensation issuance; no cash proceeds or open‑market trading recorded.

The transaction code shows an acquisition of 336.274 shares at zero cost, which the filer explains as restricted stock units credited after a dividend. Such awards do not involve cash flows to the issuer or proceeds to the reporting person at grant. The form provides clear post‑transaction beneficial ownership of 77,313.415 shares and records the filing date and signature by an attorney‑in‑fact. From a securities perspective, this is a disclosure of internal compensation mechanics rather than market activity with pricing impact.

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^*

HANKOWSKY WILLIAM P

(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		336.274(1)	A	$0	77,313.415	D
Common Stock								83	I	Held by BKMH Partners LP

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 William P. Hankowsky report on the Form 4 for CFG?

He reported acquisition of 336.274 shares of common stock on 08/14/2025 credited as restricted stock units following a dividend payment.

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

The filing shows 77,313.415 shares beneficially owned following the reported transaction.

Was there any cash paid for the shares reported on this Form 4?

No. The shares were acquired at a price of $0, reflecting credited restricted stock units.

Is there any indirect ownership disclosed in the filing?

Yes. The form discloses an indirect holding of 83 shares held by BKMH Partners LP.

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.