Citizens director Leary awarded 208.392 RSUs

Leary Robert G reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Leary Robert G reported acquisition or exercise transactions in this Form 4 filing.

CITIZENS FINANCIAL GROUP INC/RI reported that director Robert G. Leary received an automatic credit of 208.392 shares of common stock on 2026-08-13. These are restricted stock units credited to his account as dividend equivalents under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Following this award, he directly holds 33,782.057 shares of common stock.

Insider Trade Summary

Grant/Award: 208.392 shares

Grant/Award 1 txn

Insider Leary Robert G

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	208.392	$0.00	$0.00

Holdings After Transaction: Common Stock — 33,782.057 shares (Direct)

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

Shares acquired: 208.392 shares Price per share: $0.0000 Shares held after transaction: 33,782.057 shares

3 metrics

Shares acquired 208.392 shares Restricted stock units credited on 2026-08-13

Price per share $0.0000 Reported transaction price for the RSU credit

Shares held after transaction 33,782.057 shares Direct ownership following the RSU credit to Robert G. Leary

Key Terms

restricted stock units, dividend payment, Non-Employee Directors Compensation Plan

3 terms

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.

dividend payment financial

"credited to the reporting person's account following the issuer's dividend payment"

Non-Employee Directors Compensation Plan financial

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

FAQ

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

What insider transaction did CFG director Robert G. Leary report on this Form 4?

Robert G. Leary reported an acquisition of 208.392 shares of CFG common stock as restricted stock units. These RSUs were credited as dividend equivalents under the company’s 2014 Non-Employee Directors Compensation Plan.

How many CFG shares does Robert G. Leary hold after this reported transaction?

After the reported RSU credit, Robert G. Leary directly holds 33,782.057 shares of CFG common stock. This total includes the additional 208.392 restricted stock units credited to his account on August 13, 2026.

What was the nature of the 208.392 CFG shares acquired by Robert G. Leary?

The 208.392 CFG shares represent restricted stock units credited as dividend equivalents. They arose from an existing award granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

Did Robert G. Leary buy CFG shares on the open market in this Form 4 filing?

No, the Form 4 shows no open-market purchase. The 208.392 shares were acquired as restricted stock units credited as dividend equivalents under a non-employee directors compensation plan, with a reported price of $0.0000 per share.

Is the 208.392-share CFG transaction for Robert G. Leary classified as an acquisition or disposition?

The transaction is classified as an acquisition. The Form 4 uses transaction code “A” and records the crediting of 208.392 restricted stock units to Robert G. Leary’s account.

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

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Available on EDGAR 08/17/2026 - 04:28 PM Accepted by SEC EDGAR 08/17/2026 - 04:28 PM 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^*

Leary Robert G

(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)
08/13/2026

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	08/13/2026		A		208.392(1)	A	$0	33,782.057	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 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	08/17/2026
	** 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)