Director credited RSU dividend equivalents at Citizens Financial (CFG)

Rhea-AI Filing Summary

SIEKERKA MICHELE N reported acquisition or exercise transactions in this Form 4 filing.

Citizens Financial Group director Michele N. Siekerka reported a routine equity compensation update. She received 161.696 restricted stock units credited to her account at no cash cost, following the company’s dividend payment and under the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

After this award, she directly holds 66,321.674 shares of Citizens Financial Group common stock. She also reports indirect holdings of 297 shares held by a son, 297 shares held by a daughter, and 6,102 shares held through an IRA.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider SIEKERKA MICHELE N

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	161.696	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 66,321.674 shares (Direct, null); Common Stock — 6,102 shares (Indirect, By IRA)

Footnotes (1)

1. [object Object]

Key Figures

RSUs credited: 161.696 units Direct holdings after award: 66,321.674 shares Indirect holding by son: 297 shares +2 more

5 metrics

RSUs credited 161.696 units Restricted stock units credited following dividend payment

Direct holdings after award 66,321.674 shares Common stock directly held after RSU credit

Indirect holding by son 297 shares Common stock held indirectly by son

Indirect holding by daughter 297 shares Common stock held indirectly by daughter

Indirect holding by IRA 6,102 shares Common stock held indirectly through IRA

Key Terms

restricted stock units, dividend payment, Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, IRA

4 terms

restricted stock units financial

"Reflects restricted stock units credited to the reporting person's account following the issuer's dividend payment"

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

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

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

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

IRA financial

"Common Stock ... total_shares_following_transaction: 6102.0000 ... nature_of_ownership: By IRA"

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

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^*

SIEKERKA MICHELE N

(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		161.696(1)	A	$0	66,321.674	D
Common Stock								6,102	I	By IRA
Common Stock								297	I	By daughter
Common Stock								297	I	By son

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 insider transaction did CFG director Michele Siekerka report?

Michele N. Siekerka reported an acquisition of 161.696 restricted stock units in Citizens Financial Group common stock. These units were credited as a dividend-equivalent award under the company’s non-employee directors compensation plan rather than through an open-market purchase.

How many Citizens Financial Group (CFG) shares does the director now hold directly?

Following the latest award, Michele N. Siekerka directly holds 66,321.674 shares of Citizens Financial Group common stock. This figure reflects her updated ownership position after 161.696 restricted stock units were credited to her account under the directors compensation plan.

Were Michele Siekerka’s new CFG stock units an open-market purchase?

No, the 161.696 Citizens Financial Group restricted stock units were not an open-market purchase. They were credited at no cash cost as dividend-equivalent units, granted under the Amended & Restated 2014 Non-Employee Directors Compensation Plan for non-employee directors.

What indirect holdings in CFG stock does Michele Siekerka report?

Michele N. Siekerka reports indirect ownership of 297 Citizens Financial Group shares held by a son, 297 shares held by a daughter, and 6,102 shares held through an IRA. These indirect positions are in addition to her directly owned 66,321.674 shares.

What plan governs the restricted stock units granted to the CFG director?

The restricted stock units were credited under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. This plan provides equity-based compensation to non-employee directors, including dividend-equivalent restricted stock unit credits tied to the company’s dividend payments.