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

Rhea-AI Filing Summary

Alexander Lee, a director of Citizens Financial Group, Inc. (CFG), reported receipt of 194.295 shares of Common Stock on 08/14/2025. The shares were credited as restricted stock units (RSUs) following the issuer's dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan and were reported at a $0 price. After the transaction, the filing shows the reporting person beneficially owns 22,959.254 shares. The Form 4 was signed by an attorney-in-fact on 08/15/2025.

Positive

• Timely disclosure of the RSU credit with transaction date 08/14/2025 and filing signature dated 08/15/2025
• Full description that the shares were RSUs credited after a dividend under the 2014 Non-Employee Directors Compensation Plan

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-credit RSUs, a routine non-cash grant under the director compensation plan.

The reported transaction reflects the issuance of 194.295 restricted stock units credited following a dividend payment, consistent with director compensation policies. This is a non-cash award recorded at $0 and increases the director's beneficial ownership to 22,959.254 shares. The disclosure is timely and executed via attorney-in-fact, indicating standard administrative handling rather than a market trade.

Securities Compliance Analyst

TL;DR: Filing is routine and compliant, documenting a compensatory RSU credit with clear disclosure of amounts.

The Form 4 identifies transaction code A for acquisition and includes the nature of the award in the explanation. Key compliance elements are present: issuer, reporting person, transaction date (08/14/2025), and beneficial ownership after the transaction. No derivatives, dispositions, or price-paid concerns are disclosed. The signature by attorney-in-fact on 08/15/2025 completes the required reporting formalities.

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

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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^*

Alexander Lee

(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		194.295(1)	A	$0	22,959.254	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 Alexander Lee report on the Form 4 for CFG?

He reported the acquisition of 194.295 shares of Common Stock (RSUs) credited on 08/14/2025, increasing beneficial ownership to 22,959.254 shares.

Was there a cash purchase price reported for the shares?

No. The transaction is reported at a price of $0, consistent with RSUs credited following a dividend payment.

Under what plan were the RSUs issued?

The RSUs were granted pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact, Divina Pabalate-Inchoco, on 08/15/2025.

Does the Form 4 show any dispositions or derivative transactions?

No. The filing lists only a non-derivative acquisition (code A) of common stock; Table II for derivatives is empty.