Citizens Financial (NYSE: CFG) CEO granted 51,916 shares, with 79,315 withheld for taxes

Rhea-AI Filing Summary

Citizens Financial Group Chairman and CEO Bruce Van Saun received a grant of 51,916 shares of common stock, awarded at no cost under the company’s 2014 Omnibus Incentive Plan. On the same date, 79,315 shares were disposed of to satisfy tax obligations at $60.19 per share, leaving him with 1,270,132 shares held directly.

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^*

VAN SAUN BRUCE

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		51,916(1)	A	$0	1,349,447	D
Common Stock	03/01/2026		F		79,315	D	$60.19	1,270,132	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 Chairman and CEO Bruce Van Saun report?

Bruce Van Saun reported a stock grant and a related tax disposition. He received 51,916 common shares as an award, and 79,315 shares were disposed of to cover tax obligations associated with equity compensation on the same date.

How many Citizens Financial Group (CFG) shares were granted to Bruce Van Saun?

Bruce Van Saun was granted 51,916 shares of CFG common stock. The shares were awarded at no cost under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan as part of his equity compensation package.

Why were 79,315 CFG shares disposed of in Bruce Van Saun’s Form 4?

The 79,315 CFG shares were disposed of to satisfy tax obligations on equity compensation. The Form 4 classifies this as a tax-withholding disposition at $60.19 per share, not an open-market sale initiated for portfolio or valuation reasons.

What is Bruce Van Saun’s CFG shareholding after these Form 4 transactions?

After the reported grant and tax-withholding disposition, Bruce Van Saun directly holds 1,270,132 shares of CFG common stock. This figure reflects his ownership following both the 51,916-share award and the 79,315-share tax-related share disposition.

Under which plan were the Citizens Financial Group shares granted to Bruce Van Saun?

The granted shares came from the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. The Form 4 footnote explains that the 51,916 common shares were awarded pursuant to this long-term incentive compensation plan.