Citizens Financial director granted 161.696 shares

CITIZENS FINANCIAL GROUP INC/RI director Kevin Cummings reported a compensation-related share award rather than an open-market trade.

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI director Kevin Cummings reported a compensation-related share award rather than an open-market trade. He acquired 161.696 shares of Common Stock at $0.0000 per share, credited as restricted stock units following the company’s dividend payment under the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

After this award, Cummings directly owns 473,814.224 shares of Common Stock. He also has an indirect holding of 57,916 shares through an IRA, which is reported as a separate holding entry with no new buy or sell activity. The filing reflects routine director compensation rather than a market signal.

Insider Trade Summary

Grant/Award: 161.696 shares

Grant/Award 2 txns

Insider Cummings Kevin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	161.696	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 473,814.224 shares (Direct); Common Stock — 57,916 shares (Indirect, By IRA)

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

Awarded shares: 161.696 shares Award price per share: $0.0000 per share Direct holdings after award: 473,814.224 shares +2 more

5 metrics

Awarded shares 161.696 shares Grant/award acquisition of Common Stock at $0.0000 per share

Award price per share $0.0000 per share Restricted stock units credited following dividend payment

Direct holdings after award 473,814.224 shares Common Stock directly owned by Kevin Cummings after the transaction

Indirect IRA holdings 57,916 shares Common Stock held indirectly by IRA as a holding entry

Acquire transactions count 1 transaction Single grant/award acquisition reported in transaction summary

Key Terms

restricted stock units, Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, grant, award, or other acquisition, IRA

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.

Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan financial

"pursuant to an award granted to the filer 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"

IRA financial

"direct_or_indirect": "I", "nature_of_ownership": "By IRA""

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

FAQ

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

What did Kevin Cummings report in this Form 4 for CITIZENS FINANCIAL GROUP (CFG)?

Kevin Cummings reported a compensation-related award of 161.696 shares of Common Stock. The shares were credited as restricted stock units following a dividend payment under the company’s non-employee directors compensation plan.

Was the CITIZENS FINANCIAL GROUP (CFG) Form 4 a market purchase or sale?

The Form 4 does not show a market purchase or sale. It reports a grant or award acquisition of 161.696 shares at $0.0000 per share, tied to the company’s non-employee directors compensation plan following a dividend payment.

How many CITIZENS FINANCIAL GROUP (CFG) shares does Kevin Cummings hold after the transaction?

After the reported award, Kevin Cummings directly holds 473,814.224 shares of Common Stock. He also has an indirect holding of 57,916 shares through an IRA, shown as a separate holding entry with no new transaction activity.

What is the nature of the 161.696-share award reported for CFG?

The 161.696 shares reflect restricted stock units credited to Cummings’ account after a dividend payment. The award was made under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan for non-employee directors.

Does this CFG Form 4 indicate any derivative or options activity by Kevin Cummings?

The Form 4 does not show any derivative or option transactions. The filing only reports Common Stock, including a 161.696-share restricted stock unit credit and an existing 57,916-share indirect holding via an IRA.

Is the 57,916-share IRA position in CFG new for Kevin Cummings?

The 57,916-share IRA position is shown as a holding entry rather than a new transaction. It reflects an existing indirect ownership through an IRA, with no additional shares bought or sold in this filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:35 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^*

Cummings Kevin

(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		161.696(1)	A	$0	473,814.224	D
Common Stock								57,916	I	By IRA

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)