Citizens Financial director awarded 2,608 RSUs

Cumming Christine M reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 04/24/2026 - 04:31 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cumming Christine M reported acquisition or exercise transactions in this Form 4 filing.

Citizens Financial Group director Christine M. Cumming received a grant of 2,608 shares of Common Stock on April 23, 2026. The award is a restricted stock unit grant made under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After this grant, she directly holds 52,341.017 shares of Citizens Financial Group common stock.

Insider Trade Summary

Grant/Award: 2,608 shares

Grant/Award 1 txn

Insider Cumming Christine M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,608	$0.00	$0.00

Holdings After Transaction: Common Stock — 52,341.017 shares (Direct)

Footnotes (1)

1. F1. Reflects a restricted stock unit award granted to the filer pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan

Key Figures

RSU grant size: 2,608 shares Transaction price: $0.0000 per share Post-transaction holdings: 52,341.017 shares +1 more

4 metrics

RSU grant size 2,608 shares Restricted stock unit award on April 23, 2026

Transaction price $0.0000 per share Grant/award acquisition of Common Stock

Post-transaction holdings 52,341.017 shares Direct ownership after April 23, 2026 grant

Transaction code A Grant, award, or other acquisition of Common Stock

Key Terms

restricted stock unit award, Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, Common Stock, grant/award acquisition

4 terms

restricted stock unit award financial

"Reflects a restricted stock unit award granted to the filer"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

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

"pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan"

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.

grant/award acquisition financial

"transaction_action: "grant/award acquisition""

FAQ

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

What did Citizens Financial (CFG) disclose about Christine M. Cumming in this Form 4?

Citizens Financial reported that director Christine M. Cumming received a grant of 2,608 restricted stock units of Common Stock on April 23, 2026. This award was made under the company’s Amended & Restated 2014 Non-Employee Directors Compensation Plan.

How many Citizens Financial (CFG) shares does Christine M. Cumming hold after this grant?

Following the restricted stock unit grant, Christine M. Cumming directly holds 52,341.017 shares of Citizens Financial Group Common Stock. This total reflects the newly awarded 2,608-share grant and represents her direct ownership position as reported in the Form 4.

What type of transaction was reported for Citizens Financial (CFG) director Christine M. Cumming?

The filing shows an acquisition coded as “A,” representing a grant or award of securities rather than an open-market purchase. Specifically, she received 2,608 restricted stock units of Common Stock at a price of $0.00 per share under a compensation plan.

Was cash paid for the 2,608-share award reported by Citizens Financial (CFG)?

No cash was paid for this award. The Form 4 lists a transaction price per share of $0.0000, indicating the 2,608 restricted stock units were granted as equity compensation to director Christine M. Cumming under the non-employee directors compensation plan.

What compensation plan governed the stock unit grant at Citizens Financial (CFG)?

The restricted stock unit award to Christine M. Cumming was granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. This plan provides equity-based compensation to non-employee directors in the form of stock-related awards.

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

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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)
04/23/2026

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	04/23/2026		A		2,608(1)	A	$0	52,341.017	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 a restricted stock unit award granted to the filer pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan

Remarks:

	/s/ Divina P. Pabalate-Inchoco, Attorney-in-Fact	04/24/2026
	** 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)