Citizens Financial (NYSE: CFG) grants director 246.184 dividend RSUs

Q: What transaction did Terrance Lillis report on this Form 4 for CFG?

Terrance Lillis reported an automatic grant of 246.184 restricted stock units of Citizens Financial Group common stock on 2026-08-13. These RSUs were credited to his account following a dividend payment under the company’s 2014 Non-Employee Directors Compensation Plan.

Q: How many CFG shares does Terrance Lillis own after this reported transaction?

After the transaction, Terrance Lillis directly owns 39,908.537 CFG shares . In addition, he has indirect ownership of 4,000 shares held by his spouse in a revocable trust, as disclosed in the Form 4 holding entry.

Q: What is the nature of the 246.184 CFG shares acquired by Terrance Lillis?

The 246.184 shares are in the form of restricted stock units credited following Citizens Financial Group’s dividend payment. They were granted pursuant to the Amended & Restated 2014 Non-Employee Directors Compensation Plan for directors of CFG.

Q: Were Terrance Lillis’s CFG transactions made under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not checked , so these transactions are not reported as being effected under a Rule 10b5-1 or similar pre-arranged trading plan for Citizens Financial Group stock.

Q: How are Terrance Lillis’s indirect CFG shareholdings structured?

Lillis reports 4,000 CFG shares as an indirect holding , described as “Held by spouse in revocable trust.” This indicates the shares are owned through a trust associated with his spouse, rather than held directly in his own name.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

For CITIZENS FINANCIAL GROUP INC/RI (CFG), director Terrance Lillis received an automatic award of 246.184 shares of common stock in the form of restricted stock units on 2026-08-13. These units were credited following the issuer's dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Following this award, Lillis directly holds 39,908.537 shares and also has indirect ownership of 4,000 shares held by his spouse in a revocable trust. The transactions are not reported as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Buyer: 246.184 shares

Net Buy 2 txns

Insider Lillis Terrance

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	246.184	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 39,908.537 shares (Direct); Common Stock — 4,000 shares (Indirect, Held by spouse in revocable trust)

Footnotes (1)

F1. 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.

Key Figures

RSU dividend-equivalent grant: 246.184 shares Direct holdings after transaction: 39,908.537 shares Indirect holdings (spouse trust): 4,000.000 shares +1 more

4 metrics

RSU dividend-equivalent grant 246.184 shares Restricted stock units credited on 2026-08-13 following issuer's dividend payment

Direct holdings after transaction 39,908.537 shares Common stock directly owned by Terrance Lillis after the 2026-08-13 award

Indirect holdings (spouse trust) 4,000.000 shares Common stock held indirectly, "Held by spouse in revocable trust"

Transaction price per share 0.0000 Reported per-share price for the RSU grant/award acquisition

Key Terms

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

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

"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

What transaction did Terrance Lillis report on this Form 4 for CFG?

Terrance Lillis reported an automatic grant of 246.184 restricted stock units of Citizens Financial Group common stock on 2026-08-13. These RSUs were credited to his account following a dividend payment under the company’s 2014 Non-Employee Directors Compensation Plan.

How many CFG shares does Terrance Lillis own after this reported transaction?

After the transaction, Terrance Lillis directly owns 39,908.537 CFG shares. In addition, he has indirect ownership of 4,000 shares held by his spouse in a revocable trust, as disclosed in the Form 4 holding entry.

What is the nature of the 246.184 CFG shares acquired by Terrance Lillis?

The 246.184 shares are in the form of restricted stock units credited following Citizens Financial Group’s dividend payment. They were granted pursuant to the Amended & Restated 2014 Non-Employee Directors Compensation Plan for directors of CFG.

Were Terrance Lillis’s CFG transactions made under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not checked, so these transactions are not reported as being effected under a Rule 10b5-1 or similar pre-arranged trading plan for Citizens Financial Group stock.

How are Terrance Lillis’s indirect CFG shareholdings structured?

Lillis reports 4,000 CFG shares as an indirect holding, described as “Held by spouse in revocable trust.” This indicates the shares are owned through a trust associated with his spouse, rather than held directly in his own name.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/17/2026 - 04:28 PM Accepted by SEC EDGAR 08/17/2026 - 04:27 PM

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)
08/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/13/2026		A		246.184⁽¹⁾	A	$0	39,908.537	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	08/17/2026
	** 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)

Source: View Original Filing on SEC EDGAR