Citizens Financial (CFG) director granted dividend-linked stock units

Rhea-AI Filing Summary

Swift Christopher reported acquisition or exercise transactions in this Form 4 filing.

Citizens Financial Group director Christopher Swift received additional company stock units as compensation. He was credited with 194.975 restricted stock units at no cash cost, following a dividend paid by Citizens Financial Group. After this grant, he directly holds a total of 26,126.584 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Swift Christopher

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	194.975	$0.00	--

Holdings After Transaction: Common Stock — 26,126.584 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs credited: 194.975 shares Price per share: $0.0000 Holdings after transaction: 26,126.584 shares

3 metrics

RSUs credited 194.975 shares Restricted stock units credited after dividend

Price per share $0.0000 Reported transaction price for RSU credit

Holdings after transaction 26,126.584 shares Common stock directly held following grant

Key Terms

restricted stock units, dividend payment, Non-Employee Directors Compensation Plan

3 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

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

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^*

Swift Christopher

(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		194.975(1)	A	$0	26,126.584	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 Christopher Swift do in this Citizens Financial (CFG) Form 4 filing?

Christopher Swift reported an acquisition of 194.975 restricted stock units. These units were credited to his account as part of a director compensation plan tied to Citizens Financial Group’s dividend, rather than through an open-market stock purchase.

How many Citizens Financial (CFG) shares does Christopher Swift hold after this transaction?

After the transaction, Christopher Swift directly holds 26,126.584 shares of Citizens Financial common stock. This total includes the 194.975 restricted stock units credited to him in connection with the company’s dividend under the non-employee directors compensation plan.

Was Christopher Swift’s Citizens Financial (CFG) Form 4 transaction a market purchase or sale?

The transaction was not a market purchase or sale. It reflects a grant of 194.975 restricted stock units credited after a dividend, under Citizens Financial Group’s 2014 Non-Employee Directors Compensation Plan, with a reported price per share of $0.0000.

What plan governed the stock units reported by Christopher Swift at Citizens Financial (CFG)?

The stock units were granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. The Form 4 footnote explains these restricted stock units were credited following the issuer’s dividend payment pursuant to this director compensation program.

Does this Citizens Financial (CFG) Form 4 suggest insider buying by Christopher Swift?

The filing shows an acquisition of shares but not open-market insider buying. Christopher Swift received 194.975 restricted stock units as a compensation-related credit after a dividend, rather than choosing to buy shares at market prices himself.