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

Rhea-AI Filing Summary

Robert G. Leary, a director of Citizens Financial Group, Inc. (CFG), was credited with 255.869 shares on 08/14/2025 under the companys director compensation plan. These shares were recorded at $0 and reflect restricted stock units (RSUs) credited following the issuers dividend payment, pursuant to awards granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After this crediting event, Leary beneficially owned 30,235.292 shares in total. The Form 4 was filed individually and signed by an attorney-in-fact on 08/15/2025.

Positive

• Increased insider alignment: Directors beneficial ownership increased by 255.869 RSUs, aligning interests with shareholders
• Transparent disclosure: Filing clearly states transaction date (08/14/2025), nature of award, and resulting total ownership (30,235.292 shares)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-settled RSUs, modestly increasing insider holdings; routine compensation-related filing with no cash transaction.

The filing documents a routine non-cash compensation event: 255.869 restricted stock units were credited to Director Robert G. Leary following a dividend payment, recorded at $0 per share which indicates these were credited under the director compensation plan rather than a market purchase. The post-transaction beneficial ownership is 30,235.292 shares. This is a compensation/accounting allocation rather than an open-market buy or sale and therefore is typically neutral for immediate market impact but material for insider ownership disclosure and governance transparency.

Securities Compliance Analyst

TL;DR: Disclosure complies with Section 16 reporting: transaction date 08/14/2025 and Form 4 filed 08/15/2025; no exercise or sale activity reported.

The Form 4 shows a single non-derivative acquisition coded as A for 255.869 shares with a price of $0 and no derivative positions reported. The explanation states the shares are RSUs credited after a dividend payment under the 2014 Non-Employee Directors Compensation Plan. Filing by one reporting person and signature via attorney-in-fact meet procedural requirements. From a compliance perspective, this is routine and informational rather than market-moving.

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^*

Leary Robert G

(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		255.869(1)	A	$0	30,235.292	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 Robert G. Leary report on Form 4 for CFG?

He was credited with 255.869 restricted stock units on 08/14/2025, resulting in beneficial ownership of 30,235.292 shares.

Was the transaction a purchase or market sale reported on CFG Form 4?

No. The transaction is coded as an acquisition of RSUs at a $0 price, reflecting a compensation credit rather than an open-market trade.

Under which plan were the RSUs credited to the director?

The RSUs were credited pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan following a dividend payment.

When was the Form 4 filed and who signed it?

The transaction date is 08/14/2025 and the Form 4 was signed by an attorney-in-fact on 08/15/2025.

Does the Form 4 report any derivative holdings or option exercises for Leary?

No. Table II for derivative securities shows no entries; only the non-derivative RSU credit is reported.