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

Rhea-AI Filing Summary

Marita Zuraitis, a director of Citizens Financial Group, Inc. (CFG), received 336.274 shares of Common Stock on 08/14/2025 at no cash cost, increasing her beneficial ownership to 54,231.415 shares. The filing reports these shares were restricted stock units credited to her 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 by an attorney-in-fact on 08/15/2025 and reflects a routine equity award conversion tied to dividend treatment of RSUs.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-settled RSUs that increased her stake modestly; this appears routine and non-material to control.

The reported transaction documents 336.274 restricted stock units converted to common shares for Director Marita Zuraitis as a result of a dividend payment under the companys 2014 Non-Employee Directors Compensation Plan. Such dividend-settled crediting of RSUs is a standard compensation mechanics item for non-employee directors and does not indicate a change in board composition or an extraordinary governance event. Ownership increased to 54,231.415 shares, which is relevant for disclosure but presents no immediate governance red flags based on the filing alone.

Securities Analyst

TL;DR: Insider received 336.274 shares via RSU dividend crediting; transaction is routine compensation-related acquisition with limited market impact.

The Form 4 shows an acquisition coded as
A of 336.274 shares at $0 on 08/14/2025, reflecting RSUs credited following a dividend payment. The filing specifies the award source as the Amended & Restated 2014 Non-Employee Directors Compensation Plan. The transaction changed the directors beneficial holdings to 54,231.415 shares. From a securities perspective, this is a compliance disclosure of a non-cash award conversion rather than a market-driven purchase or sale.

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

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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^*

ZURAITIS MARITA

(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	54,231.415	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 Marita Zuraitis report on Form 4 for CFG?

She reported the acquisition of 336.274 shares of Citizens Financial Group common stock on 08/14/2025, increasing her holdings to 54,231.415 shares.

Why were the 336.274 shares issued to the director?

The shares reflect restricted stock units credited following the issuer's dividend payment under the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

Was there a cash purchase price for the shares reported on Form 4 (CFG)?

No cash price was reported; the transaction price is $0, indicating conversion/crediting of RSUs rather than a cash purchase.

When was the Form 4 transaction dated and when was the form signed?

Transaction date: 08/14/2025. Form signed by attorney-in-fact: 08/15/2025.

Does the Form 4 indicate any change in the reporting persons role at CFG?

No. The filing identifies the reporting person as a director and contains no statement of role change.