Citizens Financial director granted 78 RSUs

CITIZENS FINANCIAL GROUP INC/RI reported that director Tracy A. Atkinson acquired 78.444 shares of common stock in the form of restricted stock units.

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI reported that director Tracy A. Atkinson acquired 78.444 shares of common stock in the form of restricted stock units. These units were credited following the issuer’s dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Following this award, Atkinson directly holds a total of 12,716.477 shares of common stock. The grant carried a reported price of $0.0000 per share, consistent with a compensation-related equity award rather than an open-market purchase.

Insider Trade Summary

Grant/Award: 78.444 shares

Grant/Award 1 txn

Insider Atkinson Tracy A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	78.444	$0.00	$0.00

Holdings After Transaction: Common Stock — 12,716.477 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 credited: 78.444 shares Holdings after transaction: 12,716.477 shares Reported price per share: $0.0000 per share

3 metrics

RSUs credited 78.444 shares Restricted stock units credited following issuer’s dividend payment

Holdings after transaction 12,716.477 shares Total CFG common stock directly held by Tracy A. Atkinson after the award

Reported price per share $0.0000 per share Compensation-related grant, not an open-market purchase

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

"2014 Non-Employee Directors Compensation Plan"

FAQ

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

What insider transaction did Tracy A. Atkinson report for CFG common stock?

Tracy A. Atkinson reported an acquisition of 78.444 CFG common shares in the form of restricted stock units. These were credited as a dividend-equivalent award under the company’s 2014 Non-Employee Directors Compensation Plan, not as an open-market purchase.

How many CFG shares does Tracy A. Atkinson hold after this Form 4 transaction?

After the reported transaction, Tracy A. Atkinson directly holds 12,716.477 shares of CFG common stock. This total reflects her position following the crediting of 78.444 restricted stock units tied to the company’s recent dividend payment.

What is the nature of the 78.444 CFG shares reported in this Form 4?

The 78.444 CFG shares are restricted stock units credited as dividend equivalents, not cash purchases. They were added to Atkinson’s account following Citizens Financial Group’s dividend payment under the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

Was Tracy A. Atkinson’s CFG Form 4 transaction executed under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed, so this transaction is not reported as occurring under a Rule 10b5-1 trading plan. It represents a compensation-related credit of restricted stock units instead of a discretionary market trade.

What price per share was reported for Tracy A. Atkinson’s CFG restricted stock unit grant?

The restricted stock unit grant for 78.444 CFG shares shows a reported price of $0.0000 per share. This zero price is typical for equity compensation awards, distinguishing them from open-market purchases that report an actual cash purchase price.

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^*

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)
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		78.444(1)	A	$0	12,716.477	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)