Citizens Financial Group CEO sells 129K shares

CITIZENS FINANCIAL GROUP INC/RI Chairman and CEO Bruce Van Saun reported multiple Common Stock transactions dated July 24, 2026.

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI Chairman and CEO Bruce Van Saun reported multiple Common Stock transactions dated July 24, 2026. He sold 129,369 shares at a weighted average price of $72.07 per share, with individual trades ranging from $71.85 to $72.32. He also made bona fide gifts totaling 38,350 shares, including 20,850 shares to a donor-advised fund for charitable purposes and 17,500 shares to an irrevocable Spousal Lifetime Access Trust for his spouse and descendants, for which he disclaims beneficial ownership; 17,500 shares are reported as held indirectly in that trust.

Insider Trade Summary

Net Seller: 129,369 shares

Net Sell 4 txns

Insider VAN SAUN BRUCE

Role Chairman and CEO

Sold 129,369 shs ($9.32M)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	129,369	$72.07	$9.32M
Gift	Common Stock F3	20,850	$0.00	$0.00
Gift	Common Stock F4	17,500	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,102,413 shares (Direct); Common Stock — 17,500 shares (Indirect, Held by spouse in irrevocable Spousal Lifetime Access Trust)

Footnotes (4)

1. F1. On July 24, 2026, the reporting person sold directly owned shares of common stock.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.85 to $72.32, inclusive. The reporting person undertakes to provide to Citizens Financial Group, Inc., any security holder of Citizens Financial Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. F3. On July 24, 2026, the reporting person donated directly owned shares of common stock to a donor advised fund, which will use the gifted shares for charitable purposes.
4. F4. On July 24, 2026, the reporting person contributed directly owned shares of common stock to an irrevocable Spousal Lifetime Access Trust, of which the reporting person is a trustee, and the reporting person's spouse and descendants are the sole beneficiaries. The reporting person disclaims beneficial ownership of the securities held by the trust.

Key Figures

Shares sold: 129,369 shares Weighted average sale price: $72.07 per share Sale price range: $71.85 to $72.32 per share +4 more

7 metrics

Shares sold 129,369 shares Common Stock sale by Bruce Van Saun on July 24, 2026

Weighted average sale price $72.07 per share Average price for the reported July 24, 2026 Common Stock sale

Sale price range $71.85 to $72.32 per share Price range of multiple transactions comprising the July 24, 2026 sale

Shares gifted to donor-advised fund 20,850 shares Bona fide gift of Common Stock on July 24, 2026 for charitable purposes

Shares gifted to Spousal Lifetime Access Trust 17,500 shares Contribution of Common Stock to irrevocable SLAT on July 24, 2026

Total gifted shares 38,350 shares Aggregate Common Stock gifts on July 24, 2026 from transaction summary

Indirect shares held in trust 17,500 shares Shares held indirectly by spouse in irrevocable Spousal Lifetime Access Trust

Key Terms

bona fide gift, Spousal Lifetime Access Trust, donor advised fund, weighted average price

4 terms

bona fide gift financial

"transaction_code_description: Bona fide gift relating to gifted Common Stock"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Spousal Lifetime Access Trust financial

"Shares contributed to an irrevocable Spousal Lifetime Access Trust for spouse and descendants"

donor advised fund financial

"Shares donated to a donor advised fund to be used for charitable purposes"

A donor advised fund is a charitable savings account you fund with cash or assets (including stocks) that lets you take an immediate tax benefit while recommending when and which charities receive grants over time. Think of it like a dedicated piggy bank for giving: you get tax relief when you put money in, can avoid selling appreciated securities and triggering capital gains, and still control the timing and recipients of donations, which affects tax planning, portfolio decisions, and public giving signals.

weighted average price financial

"The price reported is a weighted average price across multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

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

What insider stock sale did CFG Chairman and CEO Bruce Van Saun report?

Bruce Van Saun reported selling 129,369 shares of Citizens Financial common stock on July 24, 2026 at a weighted average price of $72.07 per share, with individual sale prices ranging between $71.85 and $72.32.

How many CFG shares did Bruce Van Saun gift to charity?

He donated 20,850 shares of Citizens Financial common stock on July 24, 2026 to a donor-advised fund, with the disclosure stating that the gifted shares will be used for charitable purposes.

What trust-related transfer of CFG shares did Bruce Van Saun disclose?

Bruce Van Saun contributed 17,500 shares of Citizens Financial common stock to an irrevocable Spousal Lifetime Access Trust on July 24, 2026, where his spouse and descendants are the sole beneficiaries and he disclaims beneficial ownership.

How many CFG shares did Bruce Van Saun gift in total on July 24, 2026?

The Form 4 shows total gifts of 38,350 shares of Citizens Financial common stock on July 24, 2026, consisting of 20,850 shares to a donor-advised fund and 17,500 shares to a Spousal Lifetime Access Trust.

Are any of Bruce Van Saun’s CFG shares held indirectly through a trust?

Yes. The disclosure reports 17,500 shares of Citizens Financial common stock held indirectly by Bruce Van Saun through his spouse in an irrevocable Spousal Lifetime Access Trust, and he disclaims beneficial ownership of those securities.

Does the CFG Form 4 indicate use of a Rule 10b5-1 trading plan?

The disclosure does not identify any Rule 10b5-1 trading plan. The document-level 10b5-1 checkbox is not checked, and the footnotes describing the July 24, 2026 transactions do not reference a pre-arranged trading plan.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 07/28/2026 - 04:30 PM Accepted by SEC EDGAR 07/28/2026 - 04:30 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^*

VAN SAUN BRUCE

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026

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	07/24/2026		S		129,369(1)	D	$72.07(2)	1,140,763	D
Common Stock	07/24/2026		G		20,850(3)	D	$0	1,119,913	D
Common Stock	07/24/2026		G		17,500(4)	D	$0	1,102,413	D
Common Stock								17,500	I	Held by spouse in irrevocable Spousal Lifetime Access Trust

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. On July 24, 2026, the reporting person sold directly owned shares of common stock.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.85 to $72.32, inclusive. The reporting person undertakes to provide to Citizens Financial Group, Inc., any security holder of Citizens Financial Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. On July 24, 2026, the reporting person donated directly owned shares of common stock to a donor advised fund, which will use the gifted shares for charitable purposes.

4. On July 24, 2026, the reporting person contributed directly owned shares of common stock to an irrevocable Spousal Lifetime Access Trust, of which the reporting person is a trustee, and the reporting person's spouse and descendants are the sole beneficiaries. The reporting person disclaims beneficial ownership of the securities held by the trust.

Remarks:

	/s/ Bari Fredericks, as Attorney-in-Fact	07/28/2026
	** 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)