Citizens Financial (NYSE: CFG) CIO gets stock grant, shares withheld

Rhea-AI Filing Summary

Citizens Financial Group’s Chief Information Officer Michael Ruttledge received a grant of 11,879 shares of common stock under the company’s 2014 Omnibus Incentive Plan. On the same date, 10,995 shares were disposed of to cover tax obligations, leaving him with 141,602 directly owned shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ruttledge Michael

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,879	$0.00	--
Tax Withholding	Common Stock	10,995	$60.19	$662K

Holdings After Transaction: Common Stock — 152,597 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/03/2026 - 04:23 PM Learn about SEC filing dates

FAQ

What insider transactions did CFG executive Michael Ruttledge report?

Michael Ruttledge reported both a stock grant and a tax-related share disposition. He received 11,879 Citizens Financial Group common shares and had 10,995 shares disposed of on the same date to satisfy tax obligations tied to equity compensation.

How many CFG shares were granted to the CIO in this Form 4?

The Chief Information Officer received a grant of 11,879 Citizens Financial Group common shares. The grant was made under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan, which governs the company’s equity-based incentive awards for executives.

Why were 10,995 CFG shares disposed of in this insider filing?

The 10,995 Citizens Financial Group shares were disposed of to pay tax liabilities linked to the equity award. The transaction is coded as a tax-withholding disposition, meaning shares were delivered to cover required taxes rather than sold in an open-market transaction.

What is Michael Ruttledge’s CFG shareholding after these transactions?

After the grant and tax-withholding disposition, Michael Ruttledge directly owns 141,602 Citizens Financial Group common shares. This figure reflects his updated beneficial ownership following both the 11,879-share award and the 10,995-share tax-related disposition reported in the Form 4.

Under which plan were the new CFG shares granted to the CIO?

The new Citizens Financial Group shares were granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. This plan provides stock-based incentives to executives, aligning part of their compensation with the company’s long-term performance and share value.

Was the CFG insider transaction a market purchase or sale?

The transactions were not open-market trades. One entry reflects a stock grant of 11,879 shares, and the other shows a tax-withholding disposition of 10,995 shares used to satisfy tax liabilities, rather than a discretionary market sale by the executive.

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^*

Ruttledge Michael

(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 Information 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		11,879(1)	A	$0	152,597	D
Common Stock	03/01/2026		F		10,995	D	$60.19	141,602	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.