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

Citizens Financial (NYSE: CFG) director holds 39,908.537 shares after RSU credit

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

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI director Edward J. Kelly III reported an automatic acquisition of 246.184 shares of common stock in the form of restricted stock units (RSUs) on 2026-08-13. These RSUs were credited to his account following the company’s dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Following this credit, Kelly’s directly held common stock position is 39,908.537 shares.

Positive

  • None.

Negative

  • None.
Insider KELLY EDWARD J III
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 246.184 $0.00 $0.00
Holdings After Transaction: Common Stock — 39,908.537 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.
RSUs credited 246.184 shares Restricted stock units credited on 2026-08-13 following dividend payment
Price per share $0.0000 Reported price for RSU grant/award acquisition
Shares owned after 39,908.537 shares Directly owned Citizens Financial Group common stock following transaction
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
"2014 Non-Employee Directors Compensation Plan"

FAQ

What did CFG director Edward J. Kelly III report in this Form 4?
Edward J. Kelly III reported an automatic acquisition of 246.184 restricted stock units of Citizens Financial Group common stock on 2026-08-13. These units were credited following a dividend payment under the company’s non-employee directors compensation plan.

How many CFG shares does Edward J. Kelly III hold after this transaction?
After the reported RSU credit, Edward J. Kelly III directly holds 39,908.537 shares of Citizens Financial Group common stock. This figure includes the newly credited restricted stock units associated with the company’s dividend payment.

What is the nature of the 246.184 CFG shares acquired by Edward J. Kelly III?
The 246.184 shares represent restricted stock units credited to Edward J. Kelly III’s account. They were issued as dividend-equivalent units under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

Was the RSU acquisition by Edward J. Kelly III in CFG a market purchase?
No, the acquisition was reported with code A, a grant or award, at a price of $0.00 per share. It reflects an automatic credit of restricted stock units tied to a dividend, not an open-market purchase.

Is the CFG Form 4 transaction by Edward J. Kelly III under a Rule 10b5-1 plan?
The filing indicates the Rule 10b5-1 checkbox is not affirmed. The footnote describes the transaction as RSUs credited after a dividend under the directors compensation plan, without mentioning any 10b5-1 trading plan.

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

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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*
KELLY EDWARD J III
(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 Stock08/13/2026A246.184(1)A$039,908.537D
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