Citizens Financial (NYSE: CFG) director granted 323-share RSU dividend award

Rhea-AI Filing Summary

Citizens Financial Group director Marita Zuraitis reported a small equity award under the company’s director compensation plan. She acquired 323.121 shares of common stock at a stated price of $0.0000 per share, reflecting restricted stock units credited after a dividend payment. Following this grant, she directly holds 57,793.138 shares of Citizens Financial Group common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ZURAITIS MARITA

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	323.121	$0.00	--

Holdings After Transaction: Common Stock — 57,793.138 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares acquired: 323.121 shares Price per share: $0.0000 per share Total shares after transaction: 57,793.138 shares +2 more

5 metrics

Shares acquired 323.121 shares Restricted stock units credited after dividend payment

Price per share $0.0000 per share Stated price for RSU credit

Total shares after transaction 57,793.138 shares Direct holdings following grant

Transaction code A Grant, award, or other acquisition

Transaction date May 14, 2026 Date RSU dividend equivalents were credited

Key Terms

restricted stock units, dividend payment, Non-Employee Directors Compensation Plan, Grant, award, or other acquisition

4 terms

restricted stock units financial

"Reflects restricted stock units credited to the reporting person's account following the issuer's dividend payment"

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

"restricted stock units credited to the reporting person's account following the issuer's dividend payment"

Non-Employee Directors Compensation Plan financial

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

Grant, award, or other acquisition regulatory

"transaction code description shows Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

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)
05/14/2026

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	05/14/2026		A		323.121(1)	A	$0	57,793.138	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	05/15/2026
	** 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)

FAQ

What insider transaction did CFG director Marita Zuraitis report?

CFG director Marita Zuraitis reported an acquisition of 323.121 shares of common stock. The shares reflect restricted stock units credited to her account after a dividend payment under the company’s non-employee directors compensation plan.

Was Marita Zuraitis’s CFG Form 4 transaction an open-market purchase?

No, the CFG Form 4 shows a grant-type acquisition, not an open-market purchase. The 323.121 shares came from restricted stock units credited following a dividend payment under Citizens Financial Group’s 2014 Non-Employee Directors Compensation Plan.

How many CFG shares does Marita Zuraitis own after this transaction?

After this equity award, Marita Zuraitis directly holds 57,793.138 Citizens Financial Group common shares. This total includes the 323.121 shares credited as restricted stock units tied to the company’s dividend payment under the director compensation plan.

What does transaction code “A” mean in the CFG Form 4 filing?

In this CFG Form 4, code “A” represents a grant, award, or other acquisition. It indicates that Marita Zuraitis received 323.121 shares via restricted stock units credited after a dividend, rather than buying shares on the open market.

Is the CFG Form 4 transaction related to a directors compensation plan?

Yes, the filing states the shares reflect restricted stock units under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. They were credited to Marita Zuraitis’s account following the issuer’s dividend payment.