Citizens Financial (CFG) Director Receives 336.274 RSUs; Beneficial Holdings Updated

Rhea-AI Filing Summary

Christine M. Cumming, a director of Citizens Financial Group, Inc. (CFG), reported a non‑derivative acquisition on 08/14/2025 of 336.274 shares recorded as restricted stock units credited following the issuer's dividend payment under the company's Amended & Restated 2014 Non‑Employee Directors Compensation Plan. The reported acquisition price is $0, reflecting an award credit rather than a cash purchase. After this transaction, the reporting person beneficially owns 49,102.415 shares.

The Form 4 was filed as a single reporting person filing and the signature on the form is by an attorney‑in‑fact on 08/15/2025. The filing notes the reporting person’s relationship to the issuer as a Director.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation credited as RSUs; no cash purchase and no change in control or voting structure.

The report documents a customary non‑derivative grant credited as restricted stock units tied to a dividend payment under the board compensation plan. The transaction increases the director's beneficial holdings by 336.274 shares to 49,102.415 shares. This is a standard disclosure for director compensation and does not indicate any change in governance, control, or debt structure. The reporting and signature details are complete and conform to Section 16 filing requirements.

Securities Analyst

TL;DR: Administrative insider disclosure of RSU credit; immaterial to company financials but useful for transparency.

The Form 4 shows an award issuance with a zero cash price reflecting issuance mechanics rather than a market transaction. The size of the grant (336.274 shares) is small relative to total insider holdings and is recorded following a dividend payment. From a securities standpoint this is a routine reporting event meeting disclosure obligations 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

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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^*

Cumming Christine M

(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	49,102.415	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

Who filed the Form 4 for CFG and what is their relationship to the company?

The Form 4 was filed by Christine M. Cumming, who is reported as a Director of Citizens Financial Group, Inc.

What transaction was reported on CFG Form 4 dated 08/14/2025?

A non‑derivative acquisition of 336.274 shares credited as restricted stock units following a dividend payment under the 2014 Non‑Employee Directors Compensation Plan.

What was the reported price and how many shares does the reporting person own after the transaction?

The reported price for the credited RSUs is $0, and the reporting person beneficially owns 49,102.415 shares after the transaction.

When was the Form 4 signed and by whom?

The form shows a signature by an attorney‑in‑fact, Divina Pabalate‑Inchoco, dated 08/15/2025.

Under which compensation plan were the restricted stock units issued?

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