Citizens Financial grants 2,608 RSUs to director

Citizens Financial Group director Marita Zuraitis received an equity grant in the form of restricted stock units.

Rhea-AI Filing Summary

Citizens Financial Group director Marita Zuraitis received an equity grant in the form of restricted stock units. On April 23, 2026, she was awarded 2,608 shares of Common Stock at no cash cost, classified as a grant or award acquisition.

The footnote explains this is a restricted stock unit award granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Following this award, Zuraitis directly holds 57,470.017 shares of Citizens Financial Group common stock.

Insider Trade Summary

Grant/Award: 2,608 shares

Grant/Award 1 txn

Insider ZURAITIS MARITA

Role Director

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

Holdings After Transaction: Common Stock — 57,470.017 shares (Direct)

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 grant size: 2,608 shares Grant price per share: $0.0000 per share Total shares after grant: 57,470.017 shares

3 metrics

RSU grant size 2,608 shares Restricted stock unit award on April 23, 2026

Grant price per share $0.0000 per share Equity award treated as compensation, not purchase

Total shares after grant 57,470.017 shares Direct holdings following the RSU award

Key Terms

restricted stock unit, Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, Common Stock, Grant, award, or other acquisition

4 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"

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Grant, award, or other acquisition financial

""transaction_code_description": "Grant, award, or other acquisition""

FAQ

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

What insider transaction did CFG director Marita Zuraitis report?

Marita Zuraitis reported receiving a grant of 2,608 shares of Citizens Financial Group common stock. The shares were awarded as restricted stock units, not bought in the open market, and represent compensation for her role as a non-employee director.

How many CFG shares does Marita Zuraitis hold after this Form 4?

After the reported grant, Marita Zuraitis directly holds 57,470.017 shares of Citizens Financial Group common stock. This total includes the 2,608 restricted stock units awarded on April 23, 2026, under the company’s non-employee directors compensation plan.

Was the Citizens Financial (CFG) Form 4 transaction a stock purchase?

No, the Form 4 shows a grant, not a purchase. Zuraitis received 2,608 restricted stock units at a price of $0.0000 per share as director compensation, rather than buying shares in an open-market transaction.

What plan governed the RSU grant to CFG director Marita Zuraitis?

The restricted stock unit grant was made under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. This plan provides equity-based compensation to non-employee directors in the form of stock or stock-based awards.

What does transaction code "A" mean in the CFG Form 4 filing?

Transaction code “A” on the Form 4 indicates a grant, award, or other acquisition. In this case, it reflects Citizens Financial Group’s award of 2,608 restricted stock units to director Marita Zuraitis as part of her non-employee director compensation.

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

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Accepted by SEC EDGAR 04/24/2026 - 04:31 PM EDT 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^*

ZURAITIS MARITA

(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	57,470.017	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. 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)