Citizens Financial director granted 2,608 RSUs

Atkinson Tracy A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Atkinson Tracy A reported acquisition or exercise transactions in this Form 4 filing.

Citizens Financial Group director Tracy A. Atkinson received a compensation grant of 2,608 shares of Common Stock in the form of restricted stock units. The award was granted at no cash cost per share under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

After this grant, Atkinson directly holds a total of 12,543.719 shares of Citizens Financial Group common stock, as reported in the filing. This is a routine equity award for a non-employee director rather than an open-market purchase.

Insider Trade Summary

Grant/Award: 2,608 shares

Grant/Award 1 txn

Insider Atkinson Tracy A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,608	$0.00	$0.00

Holdings After Transaction: Common Stock — 12,543.719 shares (Direct)

Footnotes (1)

1. F1. Reflects a restricted stock unit award granted to the filer pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan

Key Figures

RSU grant size: 2,608 shares Grant price per share: $0.0000 per share Post-grant holdings: 12,543.719 shares +1 more

4 metrics

RSU grant size 2,608 shares Restricted stock unit award to Tracy A. Atkinson

Grant price per share $0.0000 per share Reported value for RSU award

Post-grant holdings 12,543.719 shares Total Citizens Financial Group common stock held directly after grant

Transaction code A (Grant, award, or other acquisition) Indicates equity compensation, not open-market trading

Key Terms

restricted stock unit, Non-Employee Directors Compensation Plan, Common Stock

3 terms

restricted stock unit financial

"Reflects a restricted stock unit award granted to the filer"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Non-Employee Directors Compensation Plan financial

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

Common Stock financial

"security_title: "Common Stock" for the reported transaction"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What did Citizens Financial Group (CFG) director Tracy Atkinson report in this Form 4?

Tracy A. Atkinson reported receiving 2,608 shares of Citizens Financial Group common stock as a restricted stock unit award. This equity grant is part of non-employee director compensation and was not an open-market stock purchase or sale.

How many Citizens Financial Group (CFG) shares does Tracy Atkinson hold after this grant?

Following the award, Tracy A. Atkinson directly holds 12,543.719 shares of Citizens Financial Group common stock. This total reflects her position after receiving the 2,608-share restricted stock unit grant disclosed in the Form 4 filing.

Was cash paid for the 2,608 Citizens Financial Group shares granted to Tracy Atkinson?

No cash was paid per share for this award; the reported price is 0.0000 per share. The 2,608 Citizens Financial Group shares were granted as a restricted stock unit compensation award to a non-employee director.

What plan governed Tracy Atkinson’s restricted stock unit grant at Citizens Financial Group (CFG)?

The restricted stock unit award to Tracy A. Atkinson was granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. This plan provides equity-based compensation to non-employee members of the board.

Does this Citizens Financial Group (CFG) Form 4 show a stock sale by Tracy Atkinson?

The Form 4 does not show any stock sale by Tracy A. Atkinson. It reports an acquisition coded as a grant or award of 2,608 restricted stock units, increasing her direct holdings in Citizens Financial Group common stock.

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

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Accepted by SEC EDGAR 04/24/2026 - 04:31 PM EDT 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^*

Atkinson Tracy A

(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)
04/23/2026

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	04/23/2026		A		2,608(1)	A	$0	12,543.719	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 a restricted stock unit award granted to the filer pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan

Remarks:

	/s/ Divina P. Pabalate-Inchoco, Attorney-in-Fact	04/24/2026
	** 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)