What is Richard L. Stein’s CFG share ownership after these transactions?

After the reported transactions, Richard L. Stein directly owned 89,546 shares of Citizens Financial Group common stock. This figure reflects his holdings following both the 12,958-share equity grant and the 12,295-share tax-withholding disposition recorded in the Form 4 filing.

Citizens Financial (NYSE: CFG) CRO reports stock grant and tax-withholding share disposal

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Citizens Financial Group Chief Risk Officer Richard L. Stein reported equity compensation and related tax withholding transactions in company common stock. He acquired 12,958 shares at no cost as a grant under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. In a separate transaction the same day, 12,295 shares were disposed of to cover tax obligations at a price of $60.19 per share. Following these transactions, Stein directly owned 89,546 shares of Citizens Financial Group common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Stein Richard L.

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,958	$0.00	--
Tax Withholding	Common Stock	12,295	$60.19	$740K

Holdings After Transaction: Common Stock — 101,841 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/03/2026 - 04:22 PM

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^*

Stein Richard L.

(Last)

(First)

(Middle)

C/O CITIZENS FINANCIAL GROUP, INC.

600 WASHINGTON BLVD.

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2026		A		12,958⁽¹⁾	A	$0	101,841	D
Common Stock	03/01/2026		F		12,295	D	$60.19	89,546	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This reflects shares of common stock of the Company, par value $0.01, which have been granted to the filer pursuant to the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.

Remarks:

	/s/ Bari Fredericks, as Attorney-in-Fact	03/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did CFG Chief Risk Officer Richard L. Stein report on his latest Form 4?

Richard L. Stein reported receiving a stock grant and a related tax-withholding share disposition. He was granted 12,958 shares of Citizens Financial Group common stock and had 12,295 shares withheld at $60.19 per share to satisfy tax obligations tied to his equity compensation.

How many CFG shares did Richard L. Stein acquire in the reported transaction?

Richard L. Stein acquired 12,958 shares of Citizens Financial Group common stock. These shares were granted to him at no cost under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan as part of his equity-based compensation as Chief Risk Officer.

Why were 12,295 CFG shares disposed of in Richard L. Stein’s Form 4 filing?

The 12,295 Citizens Financial Group shares were disposed of to pay tax liabilities associated with Stein’s equity compensation. The disposition was executed at $60.19 per share and is classified as a tax-withholding transaction, not an open-market sale for investment purposes or discretionary portfolio management.

Under which plan were Richard L. Stein’s new CFG shares granted?

The 12,958 newly acquired shares were granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. This plan provides stock-based compensation awards to executives and other eligible participants, aligning part of their pay with Citizens Financial Group’s equity performance.

Did Richard L. Stein buy or sell CFG shares on the open market in this Form 4?

The filing shows a stock grant and a tax-withholding disposition, not open-market purchases or sales. Stein received 12,958 shares as an award and 12,295 shares were withheld at $60.19 solely to cover tax obligations tied to that equity compensation.