Citizens Financial (NYSE: CFG) director receives 323-share equity award

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI director Christine M. Cumming reported a routine equity compensation adjustment. On May 14, 2026, she acquired 323.121 shares of Common Stock at $0.00 per share through a grant classified as a restricted stock unit credit.

According to the footnote, these restricted stock units were credited to her account following the company’s dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After this grant, her directly held Common Stock position increased to 52,664.138 shares, indicating this was a small, dividend-linked addition to an existing director equity stake rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cumming Christine M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	323.121	$0.00	--

Holdings After Transaction: Common Stock — 52,664.138 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares granted: 323.121 shares Price per share: $0.00 per share Shares held after transaction: 52,664.138 shares +2 more

5 metrics

Shares granted 323.121 shares Restricted stock units credited on May 14, 2026

Price per share $0.00 per share Grant/award acquisition of Common Stock

Shares held after transaction 52,664.138 shares Total direct Common Stock holdings after grant

Transaction code A (Grant, award, or other acquisition) Non-derivative Common Stock transaction classification

Transaction direction Acquire Equity position increased via compensation-related grant

Key Terms

restricted stock units, Non-Employee Directors Compensation Plan, Grant, award, or other acquisition, Common Stock

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.

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""

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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^*

Cumming Christine M

(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		323.121(1)	A	$0	52,664.138	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 Christine M. Cumming report?

Christine M. Cumming reported receiving 323.121 shares of CFG Common Stock as a grant. The shares were credited as restricted stock units tied to a dividend under the 2014 Non-Employee Directors Compensation Plan, not bought on the open market.

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

The Form 4 shows a grant, not an open-market purchase. Code “A” and the footnote confirm the 323.121 shares came from restricted stock units credited after a dividend under the non-employee directors compensation plan.

How many CFG shares does Christine M. Cumming hold after this Form 4?

After this transaction, Christine M. Cumming holds 52,664.138 shares of CFG Common Stock directly. The 323.121-share grant modestly increased her existing director equity position under the company’s compensation arrangements.

Why did Christine M. Cumming receive 323.121 CFG restricted stock units?

She received 323.121 restricted stock units as a result of a dividend-related credit. The footnote explains they were added to her account following the issuer’s dividend payment under the 2014 Non-Employee Directors Compensation Plan for non-employee directors.

What does transaction code “A” mean in the CFG Form 4 filing?

Transaction code “A” indicates a grant, award, or other acquisition of shares. In this CFG filing, it reflects restricted stock units credited to Christine M. Cumming’s account as part of her non-employee director compensation, at a stated price of $0.00 per share.