Citizens Financial director granted 268.751 stock units

CITIZENS FINANCIAL GROUP INC/RI reported that director Marita Zuraitis acquired 268.751 restricted stock units representing common stock on 2026-08-13.

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI reported that director Marita Zuraitis acquired 268.751 restricted stock units representing common stock on 2026-08-13. These units were credited to her account as dividend equivalents under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Following this award, her direct holdings total 58,061.889 shares or equivalent units.

Insider Trade Summary

Grant/Award: 268.751 shares

Grant/Award 1 txn

Insider ZURAITIS MARITA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	268.751	$0.00	$0.00

Holdings After Transaction: Common Stock — 58,061.889 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

RSUs credited: 268.751 units Holdings after transaction: 58,061.889 shares Per-share transaction price: $0.0000 +1 more

4 metrics

RSUs credited 268.751 units Restricted stock units credited on 2026-08-13 as dividend equivalents

Holdings after transaction 58,061.889 shares Total direct CFG holdings reported after the award

Per-share transaction price $0.0000 Awarded RSUs, no cash consideration per share

Acquisition transactions reported 1 Single Form 4 transaction, code A (grant/award acquisition)

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

"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 Marita Zuraitis report on this Form 4?

Director Marita Zuraitis reported an acquisition of 268.751 restricted stock units representing Citizens Financial Group (CFG) common stock. The units were credited as dividend equivalents under the company’s 2014 Non-Employee Directors Compensation Plan.

How many CFG shares or units does Marita Zuraitis hold after this reported transaction?

After the transaction, Marita Zuraitis has reported direct holdings of 58,061.889 shares or equivalent units of Citizens Financial Group (CFG) common stock. This figure includes the newly credited restricted stock units from the dividend-equivalent award.

Was there any sale of CFG stock by Marita Zuraitis in this Form 4 filing?

No. The Form 4 reports only an acquisition of 268.751 restricted stock units for Marita Zuraitis. There are no reported sales or disposals of Citizens Financial Group (CFG) common stock in this filing.

What is the nature of the CFG equity award reported for Marita Zuraitis?

The award consists of restricted stock units credited following a dividend payment, pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. These units represent CFG common stock but are structured as RSUs in the director’s account.

Was any price paid per share for the CFG units acquired by Marita Zuraitis?

No cash price was paid. The transaction lists a per-share price of $0.0000, reflecting that these 268.751 restricted stock units were credited as a dividend-equivalent award, not purchased in the open market.

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 - 04:27 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^*

ZURAITIS MARITA

(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		268.751(1)	A	$0	58,061.889	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)