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

Rhea-AI Filing Summary

Tracy A. Atkinson, a director of Citizens Financial Group, Inc. (CFG), reported a non-derivative acquisition on 08/14/2025. The filing shows 82.769 shares were credited to the reporting person’s account at a price of $0 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 the transaction, the reporting person beneficially owns 9,780.506 shares. The Form 4 was signed by an attorney-in-fact on 08/15/2025. The filing identifies the reporting person’s relationship as a Director and indicates this is a single-person Form 4 filing.

Positive

• 82.769 restricted stock units credited to the director's account following the issuer's dividend payment
• Beneficial ownership updated to 9,780.506 shares, showing transparency in insider holdings

Negative

• None.

Insights

Financial Analyst

TL;DR Director received 82.769 RSU shares at $0, increasing beneficial holdings to 9,780.506 shares; routine compensation-related filing.

The reported transaction is a typical equity award credit tied to a dividend under the company's non-employee director compensation plan. The acquisition price is listed as $0, consistent with restricted stock units vesting or being credited rather than an open-market purchase. The incremental share count (82.769) is small relative to the total reported holding, and the filing does not disclose any cash purchase, sale, or derivative activity. For investors, this is a non-cash compensation event by a director rather than a market trade.

Corporate Governance Expert

TL;DR This Form 4 documents compensation delivery to a director via RSUs following a dividend; it appears procedural and non-material.

The disclosure explicitly ties the credited shares to the Amended & Restated 2014 Non-Employee Directors Compensation Plan and the issuer’s dividend payment. The filing notes direct beneficial ownership and is signed by an attorney-in-fact. There is no indication of any Rule 10b5-1 plan or of a sale, change in control, or other governance action. This is a routine insider compensation reporting event under Section 16.

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^*

Atkinson Tracy A

(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		82.769(1)	A	$0	9,780.506	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 transaction did Tracy A. Atkinson report on Form 4 for CFG?

The filing reports an acquisition of 82.769 shares (restricted stock units) on 08/14/2025 credited at a price of $0.

Why were the 82.769 shares credited to the reporting person?

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

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

Following the reported transaction the reporting person beneficially owns 9,780.506 shares.

When was the Form 4 signed and who signed it?

The Form 4 bears the signature of Divina Pabalate-Inchoco, as Attorney-in-Fact, dated 08/15/2025.

Does the Form 4 indicate the reporting person is an officer or director of CFG?

Yes, the filing identifies the reporting person’s relationship to the issuer as Director.