Citizens Financial (NYSE: CFG) director granted dividend-linked stock units

Rhea-AI Filing Summary

Atkinson Tracy A reported acquisition or exercise transactions in this Form 4 filing.

CITIZENS FINANCIAL GROUP INC/RI director Tracy A. Atkinson received a grant of 94.314 shares of Common Stock on May 14, 2026. These shares reflect restricted stock units credited following the company’s dividend payment under the Amended & Restated 2014 Non-Employee Directors Compensation Plan. After this award, Atkinson directly holds a total of 12,638.033 shares of Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Atkinson Tracy A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	94.314	$0.00	--

Holdings After Transaction: Common Stock — 12,638.033 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 94.314 shares Shares held after transaction: 12,638.033 shares Transaction price per share: $0.0000 per share

3 metrics

Shares granted 94.314 shares Restricted stock units credited May 14, 2026

Shares held after transaction 12,638.033 shares Common Stock directly owned following grant

Transaction price per share $0.0000 per share Indicates compensation grant, not open-market purchase

Key Terms

restricted stock units, dividend payment, Non-Employee Directors Compensation Plan, Grant, award, or other acquisition

4 terms

restricted stock units financial

"Reflects restricted stock units credited to the reporting person's account following the issuer's dividend payment"

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

"restricted stock units 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"

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

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^*

Atkinson Tracy A

(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)
05/14/2026

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	05/14/2026		A		94.314(1)	A	$0	12,638.033	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	05/15/2026
	** 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)

FAQ

What insider transaction did CFG director Tracy A. Atkinson report on this Form 4?

Tracy A. Atkinson reported an acquisition of 94.314 shares of Citizens Financial Group Common Stock. The shares were credited as restricted stock units tied to a dividend payment under the company’s non-employee directors compensation plan.

Was the CFG Form 4 transaction an open-market buy or a compensation grant?

The Form 4 shows a compensation-related grant, not an open-market purchase. Code “A” indicates a grant or award, and the footnote explains the shares are restricted stock units credited after a dividend payment under a directors compensation plan.

How many CFG shares does Tracy A. Atkinson hold after this reported transaction?

Following the reported grant, Tracy A. Atkinson directly holds 12,638.033 shares of Citizens Financial Group Common Stock. This total includes the 94.314 restricted stock units credited in connection with the issuer’s dividend payment under the directors compensation plan.

What is the source of the 94.314 restricted stock units reported by CFG director Atkinson?

The 94.314 restricted stock units were credited to Atkinson’s account after Citizens Financial Group’s dividend payment. They arise from an award granted under the Amended & Restated 2014 Non-Employee Directors Compensation Plan, according to the filing footnote.

Does the reported CFG Form 4 transaction involve any derivative securities or option exercises?

The filing does not report any derivative security transactions or option exercises. It shows only a non-derivative Common Stock acquisition coded as a grant or award, with zero derivative transactions listed in the transaction and derivative summaries.