Citizens Financial director granted 162 RSUs

Alexander Lee reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Alexander Lee reported acquisition or exercise transactions in this Form 4 filing.

CITIZENS FINANCIAL GROUP INC/RI reported that director Alexander Lee received an automatic grant of 162.168 shares of common stock in the form of restricted stock units. These RSUs were credited to his account following a dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After this award, Lee’s directly held common stock position is 26,288.752 shares.

Insider Trade Summary

Grant/Award: 162.168 shares

Grant/Award 1 txn

Insider Alexander Lee

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	162.168	$0.00	$0.00

Holdings After Transaction: Common Stock — 26,288.752 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs granted: 162.168 shares Price per share: $0.0000 Shares owned after transaction: 26,288.752 shares

3 metrics

RSUs granted 162.168 shares Restricted stock units credited following a dividend payment

Price per share $0.0000 Reported for the RSU grant transaction code A

Shares owned after transaction 26,288.752 shares Total direct holdings of Alexander Lee after the RSU credit

Key Terms

restricted stock units, dividend payment, Non-Employee Directors Compensation Plan

3 terms

restricted stock units financial

"Reflects restricted stock units credited to the reporting person's account"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend payment financial

"credited to the reporting person's account following the issuer's dividend payment"

Non-Employee Directors Compensation Plan financial

"pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Alexander Lee report for CFG on this Form 4?

Alexander Lee reported an acquisition of 162.168 shares of CFG common stock in the form of restricted stock units credited to his account following a dividend payment under the company’s 2014 Non-Employee Directors Compensation Plan.

How many CFG shares does Alexander Lee hold after this reported transaction?

After the reported award, Alexander Lee directly holds 26,288.752 shares of CFG common stock. This total includes the newly credited restricted stock units resulting from the company’s dividend-related accrual mechanism for non-employee directors.

What was the price per share for Alexander Lee’s latest CFG stock award?

The reported transaction shows a price per share of $0.0000, reflecting that the 162.168 CFG shares were received as a grant of restricted stock units, not purchased in the open market, under the non-employee directors compensation plan.

Why did Alexander Lee receive 162.168 restricted stock units from CFG?

Alexander Lee received 162.168 restricted stock units because CFG credits RSUs to non-employee directors’ accounts following dividend payments, pursuant to awards under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

Is Alexander Lee’s reported CFG holding on this Form 4 direct or indirect?

The Form 4 reports Alexander Lee’s ownership of 26,288.752 CFG shares as direct. The transaction is coded with ownership type "D", indicating direct ownership rather than through a trust, fund, or other indirect entity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/17/2026 - 04:27 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 CONNECTICUT 06901

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/13/2026		A		162.168(1)	A	$0	26,288.752	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/ Bari Fredericks as Attorney-in-Fact	08/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)