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  4. [Form 4] CITIZENS FINANCIAL GROUP INC/RI Insider Trading Activity

Citizens Financial (NYSE: CFG) director adds RSUs and prior stock purchases

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI director Christopher Swift reported additional equity in the company. On 2026-08-13, he acquired 162.168 shares of Common Stock as restricted stock units credited following a dividend under the Amended & Restated 2014 Non-Employee Directors Compensation Plan. Swift also reported previously omitted open-market purchases of 10 shares at $31.474 on 2024-02-06 and 20 shares at $40.063 on 2025-06-02, all held directly. No sales or derivative transactions were disclosed.

Positive

  • None.

Negative

  • None.
Insider Swift Christopher
Role Director
Bought 30 shs ($1K)
Type Security Shares Price Value
Grant/Award Common Stock F1 162.168 $0.00 $0.00
Purchase Common Stock F3 20 $40.063 $801.26
Purchase Common Stock F2 10 $31.474 $314.74
Holdings After Transaction: Common Stock — 26,288.752 shares (Direct)
Footnotes (3)
  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.
  2. F2. On February 6, 2024, the reporting person purchased 10 shares of CFG stock. The transaction was inadvertently omitted from the reporting person's filings to date.
  3. F3. On June 2, 2025, the reporting person purchased 20 shares of CFG stock. The transaction was inadvertently omitted from the reporting person's filings to date.
RSU shares credited 162.168 shares Restricted stock units credited on 2026-08-13 following dividend payment
RSU price per share $0.0000 Reported price per share for RSUs credited on 2026-08-13
Purchase shares 2024-02-06 10 shares Open-market purchase of Common Stock on 2024-02-06
Purchase price 2024-02-06 $31.474 Per-share price for 10-share purchase on 2024-02-06
Purchase shares 2025-06-02 20 shares Open-market purchase of Common Stock on 2025-06-02
Purchase price 2025-06-02 $40.063 Per-share price for 20-share purchase on 2025-06-02
Net buy shares reported 30 shares Net open-market purchases across reported buy transactions
restricted stock units financial
"Reflects restricted stock units credited to the reporting person's account following"
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
"units credited to the reporting person's account following the issuer's dividend payment"
Non-Employee Directors Compensation Plan financial
"Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan"
open market or private transaction financial
"Purchase in open market or private transaction"

FAQ

What insider transactions did Christopher Swift report in CFG’s latest Form 4?
Christopher Swift reported 162.168 CFG shares as restricted stock units credited on 2026-08-13, plus prior open-market purchases of 10 shares on 2024-02-06 and 20 shares on 2025-06-02. All positions are in Common Stock held directly.

Were any Citizens Financial Group (CFG) shares sold in this Form 4 filing?
No, the Form 4 for CFG shows no sales of Common Stock. It reports only an equity award of 162.168 restricted stock units and two previously unreported open-market purchases totaling 30 shares, all resulting in increased direct holdings.

What was the size and nature of the equity award reported by CFG director Christopher Swift?
Swift received an award of 162.168 restricted stock units of CFG Common Stock on 2026-08-13. The RSUs were credited following the issuer’s dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan at a reported price of $0.0000 per share.

What previously omitted CFG stock purchases were disclosed in this Form 4?
The filing discloses two previously omitted purchases: 10 shares of CFG at $31.474 on 2024-02-06 and 20 shares at $40.063 on 2025-06-02. Both were open-market or private purchases and had been inadvertently omitted from earlier reports.

Does the CFG Form 4 indicate trades under a Rule 10b5-1 trading plan?
No, the Rule 10b5-1 checkbox is not marked as an affirmative plan in this CFG Form 4. The filing instead describes one equity award and two discretionary open-market purchases, with no footnote stating they were executed under a pre-arranged trading plan.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Swift Christopher
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2024		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/13/2026A162.168(1)A$026,288.752D
Common Stock02/06/2024P10(2)A$31.47426,298.752D
Common Stock06/02/2025P20(3)A$40.06326,318.752D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. On February 6, 2024, the reporting person purchased 10 shares of CFG stock. The transaction was inadvertently omitted from the reporting person's filings to date.
3. On June 2, 2025, the reporting person purchased 20 shares of CFG stock. The transaction was inadvertently omitted from the reporting person's filings to date.
Remarks:
/s/ Bari Fredericks as Attorney-in-Fact08/17/2026
** Signature of Reporting PersonDate
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