Citizens Financial (CFG) CFO receives 12,335-share stock grant in Form 4

Rhea-AI Filing Summary

BANERJEE AUNOY reported acquisition or exercise transactions in this Form 4 filing.

Citizens Financial Group Chief Financial Officer Aunoy Banerjee received a grant of 12,335 shares of common stock on March 1, 2026. The award, made at no cash cost to him, was granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. Following this equity grant, Banerjee directly holds a total of 79,774 Citizens common shares.

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

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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^*

BANERJEE AUNOY

(Last) (First) (Middle)

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 Financial 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		12,335(1)	A	$0	79,774	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.

FAQ

What insider transaction did CFG CFO Aunoy Banerjee report on this Form 4?

Aunoy Banerjee reported an equity award of 12,335 CFG common shares. The shares were granted at no cash cost and classified as a grant, award, or other acquisition under the company’s 2014 Omnibus Incentive Plan.

How many Citizens Financial Group (CFG) shares does the CFO hold after this grant?

After the reported grant, CFG’s Chief Financial Officer directly holds 79,774 common shares. This total reflects the addition of 12,335 shares awarded under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.

Was the CFG CFO’s 12,335-share Form 4 transaction a market purchase or a grant?

The 12,335-share transaction was a grant, not a market purchase. It is classified as a grant, award, or other acquisition code “A” and carries a transaction price of $0.0000 per share under the company’s omnibus incentive plan.

Under what plan did Citizens Financial Group grant shares to its CFO?

The reported shares were granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. This plan authorizes equity awards such as common stock grants to executives, including the 12,335-share award to the Chief Financial Officer.

Is the CFG CFO’s new equity award reported as direct or indirect ownership?

The Form 4 reports the CFO’s ownership as direct. The transaction is coded with ownership type “direct” and ownership code “D,” indicating the 79,774 total common shares are held directly rather than through an intermediary entity.