Citizens Financial (NYSE: CFG) HR chief logs stock grant and tax share disposal

Rhea-AI Filing Summary

Citizens Financial Group Chief Human Resources Officer Susan LaMonica reported stock-based compensation activity. She acquired 12,149 shares of common stock at $0.0000 per share as a grant under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. On the same date, 13,071 shares of common stock were disposed of at $60.19 per share in a tax-withholding transaction to satisfy tax obligations by delivering shares. After these transactions, she directly owned 179,229 shares of Citizens Financial Group common stock.

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

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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^*

LaMonica Susan

(Last) (First) (Middle)

C/O CITIZENS FINANCIAL GROUP, INC.

600 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/01/2026		A		12,149(1)	A	$0	192,300	D
Common Stock	03/01/2026		F		13,071	D	$60.19	179,229	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. This reflects shares of common stock of the Company, par value $0.01, which have been granted to the filer pursuant to the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.

Remarks:

	/s/ Bari Fredericks as Attorney-in-Fact	03/03/2026
	** 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.

FAQ

What insider transactions did CFG executive Susan LaMonica report on this Form 4?

Susan LaMonica reported a stock grant and a related tax-withholding disposition. She received 12,149 shares of Citizens Financial Group common stock, then 13,071 shares were withheld at $60.19 per share to cover tax obligations tied to equity compensation.

How many CFG shares did Susan LaMonica acquire through the recent equity grant?

She acquired 12,149 shares of Citizens Financial Group common stock at a stated price of $0.0000 per share. The filing notes these shares were granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.

Why were 13,071 CFG shares disposed of in Susan LaMonica’s Form 4 filing?

The 13,071 shares were disposed of as a tax-withholding transaction at $60.19 per share. The filing describes this as payment of tax liability by delivering securities, a common mechanism tied to stock-based compensation awards.

What is Susan LaMonica’s CFG share ownership after these Form 4 transactions?

Following the reported grant and tax-withholding disposition, Susan LaMonica directly owns 179,229 shares of Citizens Financial Group common stock. This total reflects her updated direct ownership position after both the acquisition and the tax-related share delivery.

Under which plan was Susan LaMonica’s CFG stock grant made?

The stock grant was made under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. The filing’s footnote explains that the 12,149 granted shares represent common stock awarded pursuant to this incentive compensation plan.

Does Susan LaMonica’s Form 4 indicate open-market buying or selling of CFG shares?

The filing shows a grant and a tax-withholding disposition, not open-market trades. Shares were acquired via a compensation award and disposed of by delivering stock to satisfy tax obligations associated with that equity grant.