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

Rhea-AI Filing Summary

Citizens Financial Group's Chief Legal Officer Michelle Moosally received a significant equity grant on June 17, 2025. The Form 4 filing discloses the acquisition of 26,749 shares of common stock at $0 per share through an award under the company's Amended & Restated 2014 Omnibus Incentive Plan.

Key details of the transaction:

• Transaction Type: Direct acquisition of common stock
• Post-transaction Holdings: 26,749 shares held directly
• Award Type: Stock grant under equity incentive plan
• Transaction Code: A (Grant/Award)

This equity award represents a significant insider transaction and aligns the executive's interests with shareholders through direct stock ownership. The grant was executed pursuant to the company's established compensation plan and reported within the required filing deadline.

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^*

Moosally Michelle

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		A		26,749(1)	A	$0	26,749	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 an award in respect of shares of common stock of the company, par value $0.01, granted to the filer pursuant to the Citizens Financial Group, Inc. Amended & Restated 2014 Omnibus Incentive Plan

Remarks:

	/s/ Lindsey Cameron, as Attorney-in-Fact	06/18/2025
	** 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

How many shares of CFG stock did Michelle Moosally acquire on June 17, 2025?

Michelle Moosally acquired 26,749 shares of CFG common stock on June 17, 2025 through an award granted under the Citizens Financial Group, Inc. Amended & Restated 2014 Omnibus Incentive Plan.

What is Michelle Moosally's position at Citizens Financial Group (CFG)?

Michelle Moosally serves as the Chief Legal Officer at Citizens Financial Group (CFG).

What was the purchase price for CFG shares in Moosally's June 2025 acquisition?

The shares were awarded at $0 cost to Michelle Moosally as part of an equity compensation plan. They were granted under the company's 2014 Omnibus Incentive Plan rather than purchased on the open market.

How many CFG shares does Michelle Moosally own after the June 17, 2025 transaction?

Following the reported transaction, Michelle Moosally directly owns 26,749 shares of Citizens Financial Group (CFG) common stock.

Was this CFG insider transaction part of a Rule 10b5-1 trading plan?

No, the Form 4 filing does not indicate this transaction was made pursuant to a Rule 10b5-1 trading plan, as the corresponding checkbox was not marked on the form.