Citizens Financial (CFG) director gains dividend-linked RSU award

Rhea-AI Filing Summary

Wade Claude E. reported acquisition or exercise transactions in this Form 4 filing.

CITIZENS FINANCIAL GROUP INC/RI director Claude E. Wade received 56.764 additional common stock units on account of dividend equivalents. These restricted stock units were credited at no cash cost to him under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Following this award, his direct holdings total 7,606.346 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wade Claude E.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	56.764	$0.00	--

Holdings After Transaction: Common Stock — 7,606.346 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs credited: 56.764 shares Price per share: $0.0000 per share Holdings after transaction: 7,606.346 shares +1 more

4 metrics

RSUs credited 56.764 shares Restricted stock units credited following dividend payment

Price per share $0.0000 per share Reported transaction price for RSU grant/award

Holdings after transaction 7,606.346 shares Total common stock directly held after RSU credit

Transaction code A Grant, award, or other acquisition of non-derivative securities

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"

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

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

Non-Employee Directors Compensation Plan financial

"2014 Non-Employee Directors Compensation Plan"

grant, award, or other acquisition regulatory

"transaction code description: 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^*

Wade Claude E.

(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		56.764(1)	A	$0	7,606.346	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 did Citizens Financial (CFG) director Claude E. Wade report in this Form 4?

Claude E. Wade reported an acquisition of 56.764 shares of Citizens Financial common stock. The shares were credited as restricted stock units tied to a dividend payment under the company’s 2014 Non-Employee Directors Compensation Plan.

Was Claude E. Wade’s Citizens Financial (CFG) transaction a market purchase or sale?

The transaction was not a market purchase or sale. Wade received 56.764 restricted stock units at a reported price of $0.0000 per share, reflecting a grant or award related to dividend equivalents under the directors compensation plan.

How many Citizens Financial (CFG) shares does Claude E. Wade hold after this transaction?

After the transaction, Claude E. Wade directly holds 7,606.346 shares of Citizens Financial common stock. This total includes the 56.764 restricted stock units credited in connection with the issuer’s dividend payment under the directors compensation plan.

What is the source of the 56.764 restricted stock units reported by Claude E. Wade at CFG?

The 56.764 restricted stock units were credited following Citizens Financial’s dividend payment. They were issued pursuant to an award under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan for non-employee directors.

Does Claude E. Wade’s Form 4 for Citizens Financial (CFG) indicate any derivative securities activity?

The Form 4 does not show any derivative security transactions. It reports only a non-derivative acquisition of 56.764 shares of common stock as restricted stock units, with no accompanying option exercises or other derivative positions listed.