Citizens director awarded 2,608 CFG shares

Lillis Terrance reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Lillis Terrance reported acquisition or exercise transactions in this Form 4 filing.

CITIZENS FINANCIAL GROUP INC/RI director Terrance Lillis received a stock-based award of 2,608 common shares. These shares were granted at no cash cost as a restricted stock unit award under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan and increase his directly held position to 39,366.365 shares. A separate entry shows 4,000 shares held indirectly through his spouse in a revocable trust.

Insider Trade Summary

Grant/Award: 2,608 shares

Grant/Award 2 txns

Insider Lillis Terrance

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,608	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 39,366.365 shares (Direct); Common Stock — 4,000 shares (Indirect, Held by spouse in revocable trust)

Footnotes (1)

1. F1. Reflects a restricted stock unit award granted to the filer pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan

Key Figures

RSU award size: 2,608 shares Award price: $0.0000 per share Direct holdings after award: 39,366.365 shares +1 more

4 metrics

RSU award size 2,608 shares Restricted stock unit grant to Terrance Lillis

Award price $0.0000 per share Grant price for RSU award

Direct holdings after award 39,366.365 shares Common stock directly held after transactions

Indirect holdings via spouse trust 4,000 shares Held by spouse in revocable trust

Key Terms

restricted stock unit, Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, revocable trust

3 terms

restricted stock unit financial

"Reflects a restricted stock unit award granted to the filer"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan financial

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

revocable trust financial

"Held by spouse in revocable trust"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Terrance Lillis report in this Form 4 for CFG?

Terrance Lillis reported receiving a grant of 2,608 shares of Citizens Financial Group common stock as a restricted stock unit award, increasing his direct holdings to 39,366.365 shares and reflecting routine board compensation.

Is the 2,608-share CFG award to Terrance Lillis a market purchase?

No. The 2,608-share position is a grant at $0.00 per share, described as a restricted stock unit award under Citizens Financial Group’s 2014 Non-Employee Directors Compensation Plan, rather than an open-market purchase of CFG stock.

How many Citizens Financial Group shares does Terrance Lillis hold after this filing?

After the reported transactions, Terrance Lillis directly holds 39,366.365 shares of Citizens Financial Group common stock. An additional 4,000 shares are reported as held indirectly through his spouse in a revocable trust.

What is the significance of the revocable trust in Terrance Lillis’s CFG holdings?

The filing shows 4,000 CFG shares held indirectly, described as “Held by spouse in revocable trust.” This indicates part of the reported ownership is through a trust associated with his spouse, separate from his directly owned shares.

Under which plan was Terrance Lillis’s CFG restricted stock unit award granted?

The restricted stock unit award to Terrance Lillis was granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, which governs stock-based compensation for non-employee directors of CFG.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 04:32 PM Learn about SEC filing dates

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^*

Lillis Terrance

(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)
04/23/2026

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	04/23/2026		A		2,608(1)	A	$0	39,366.365	D
Common Stock								4,000	I	Held by spouse in revocable trust

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 a restricted stock unit award granted to the filer pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan

Remarks:

	/s/ Divina P. Pabalate-Inchoco, Attorney-in-Fact	04/24/2026
	** 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)