Citizens Financial (NYSE: CFG) officer reports stock grant and tax share withholding

Rhea-AI Filing Summary

Citizens Financial Group Chief Accounting Officer Christopher J. Schnirel reported routine equity compensation activity involving the company’s common stock. He received a grant of 5,814 shares of common stock at no cost on March 1, 2026 under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.

On the same date, 1,514 shares were disposed of at $60.19 per share to satisfy tax withholding obligations, a non-open-market transaction classified as a tax-withholding disposition. After these transactions, Schnirel directly held 18,495 shares of Citizens Financial Group common stock.

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

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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^*

Schnirel Christopher J

(Last) (First) (Middle)

C/O CITIZENS FINANCIAL GROUP, INC.

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 Accounting 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		5,814(1)	A	$0	20,009	D
Common Stock	03/01/2026		F		1,514	D	$60.19	18,495	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 transactions did CFG Chief Accounting Officer Christopher Schnirel report?

Christopher Schnirel reported a grant of 5,814 CFG common shares and a related tax-withholding disposition of 1,514 shares. Both transactions occurred on March 1, 2026 and are part of his equity compensation, not open-market buying or selling activity.

How many CFG shares were granted to Christopher Schnirel in this Form 4?

He was granted 5,814 shares of CFG common stock at no cost. The grant was made under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan as equity compensation for his role as Chief Accounting Officer.

Why were 1,514 CFG shares disposed of in Schnirel’s filing?

The 1,514 CFG shares were disposed of to cover tax obligations related to the share grant. This is reported with code F, meaning shares were withheld to pay the exercise price or tax liability rather than sold in the open market.

What is Christopher Schnirel’s CFG share ownership after these transactions?

After the reported transactions, Christopher Schnirel directly owned 18,495 shares of CFG common stock. This figure reflects the newly granted shares net of the 1,514 shares withheld for taxes on March 1, 2026.

Was this CFG Form 4 an open-market buy or sell by the insider?

No, this Form 4 reflects an equity award and tax-withholding disposition, not open-market trading. The grant added 5,814 shares, while 1,514 shares were withheld at $60.19 per share to satisfy tax liabilities tied to the award.