What is the nature of the 295.988 share award reported by Terrance Lillis at CFG?

The 295.988 shares are restricted stock units credited following a Citizens Financial Group dividend payment. They were granted under the Amended & Restated 2014 Non-Employee Directors Compensation Plan, reflecting routine equity-based director compensation rather than a cash investment.

Citizens Financial (NYSE: CFG) director granted 295 restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Citizens Financial Group director Terrance Lillis reported a compensation-related share award. He acquired 295.988 shares of common stock in the form of restricted stock units credited at a price of $0.00 per share, following the company’s dividend payment under the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

After this award, Lillis directly holds 39,662.353 shares of Citizens Financial Group common stock. The filing also shows an additional 4,000 shares of common stock held indirectly through his spouse in a revocable trust.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lillis Terrance

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	295.988	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 39,662.353 shares (Direct, null); Common Stock — 4,000 shares (Indirect, Held by spouse in revocable trust)

Footnotes (1)

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Key Figures

RSU dividend award: 295.988 shares Award price: $0.00 per share Direct holdings after award: 39,662.353 shares +1 more

4 metrics

RSU dividend award 295.988 shares Restricted stock units credited following dividend payment

Award price $0.00 per share Price per share for RSU credit

Direct holdings after award 39,662.353 shares Common stock directly held by Terrance Lillis

Indirect holdings 4,000 shares Common stock held by spouse in revocable trust

Key Terms

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

4 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"

revocable trust financial

"Held by spouse in revocable trust"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/15/2026 - 04:39 PM Accepted by SEC EDGAR 05/15/2026 - 04:35 PM

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^*

Lillis Terrance

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2026		A		295.988⁽¹⁾	A	$0	39,662.353	D
Common Stock								4,000	I	Held by spouse in revocable trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Citizens Financial Group (CFG) director Terrance Lillis report in this Form 4?

Terrance Lillis reported receiving 295.988 restricted stock units as a share-based award. These units were credited after a dividend payment under Citizens Financial Group’s 2014 Non-Employee Directors Compensation Plan, increasing his directly held common stock position.

How many Citizens Financial Group (CFG) shares does Terrance Lillis hold after this transaction?

After the reported award, Terrance Lillis directly holds 39,662.353 shares of Citizens Financial Group common stock. The filing also shows 4,000 additional shares held indirectly through his spouse in a revocable trust structure.

Was Terrance Lillis buying or selling CFG shares in the market?

Terrance Lillis was not buying or selling in the open market. He received 295.988 restricted stock units at a price of $0.00 per share as a compensation-related award tied to a dividend payment, rather than a discretionary market trade.

How many CFG shares are indirectly associated with Terrance Lillis?

The Form 4 shows 4,000 Citizens Financial Group common shares held indirectly. These shares are held by his spouse in a revocable trust, distinguishing them from the 39,662.353 shares Lillis holds directly in his own name.