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

Citizens Financial (NYSE: CFG) director now holds 473,948 shares

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

Rhea-AI Filing Summary

Cummings Kevin reported acquisition or exercise transactions in this Form 4 filing.

CITIZENS FINANCIAL GROUP INC/RI reported that director Kevin Cummings received an automatic credit of 134.488 restricted stock units of common stock on 2026-08-13. These units were credited following a dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After this award, Cummings directly holds 473,948.712 shares of common stock and indirectly holds 57,916 shares through an IRA.

Positive

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Negative

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Insider Cummings Kevin
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 134.488 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 473,948.712 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.
RSUs credited 134.488 shares Restricted stock units credited on 2026-08-13 following dividend payment
Direct holdings after transaction 473,948.712 shares Common stock directly owned by Kevin Cummings after 2026-08-13 award
Indirect holdings (IRA) 57,916.0000 shares Common stock held indirectly by IRA, reported as a holding entry
Award price per share $0.0000 Price per share for the 134.488 restricted stock units credited
Transaction date 2026-08-13 Date the restricted stock units were credited to the reporting person
restricted stock units financial
"Reflects restricted stock units credited to the reporting person's account"
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"
Non-Employee Directors Compensation Plan financial
"2014 Non-Employee Directors Compensation Plan."
IRA financial
"total_shares_following_transaction": "57916.0000", "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

What insider transaction did Kevin Cummings report for CFG on August 13, 2026?
Kevin Cummings reported an acquisition of 134.488 restricted stock units of CFG common stock on 2026-08-13. The units were automatically credited following a dividend payment under the company’s 2014 Non-Employee Directors Compensation Plan.

How many CFG shares does Kevin Cummings directly hold after this Form 4 transaction?
After the reported award, Kevin Cummings directly holds 473,948.712 shares of CFG common stock. This figure includes the new restricted stock units credited pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

Does Kevin Cummings have indirect ownership of CFG shares reported in this Form 4?
Yes. In addition to his direct holdings, Kevin Cummings has indirect ownership of 57,916 CFG common shares. These indirectly owned shares are held by IRA, as disclosed in the holding entry on the Form 4.

What is the nature of the 134.488 CFG shares reported as acquired by Kevin Cummings?
The 134.488 shares represent restricted stock units credited at a price of $0.00 per share. They were added to Kevin Cummings’ account following a dividend payment, under the company’s 2014 Non-Employee Directors Compensation Plan for non-employee directors.

Was Kevin Cummings’ August 13, 2026 CFG transaction under a Rule 10b5-1 plan?
The filing indicates the Rule 10b5-1 checkbox is not affirmatively marked for this transaction. The reported acquisition is an automatic credit of restricted stock units tied to a dividend under the non-employee directors compensation 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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026		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 Stock08/13/2026A134.488(1)A$0473,948.712D
Common Stock57,916IBy 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)
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.
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