Citizens Financial Group (NYSE: CFG) CEO reports 8,000-share charitable stock gifts

Rhea-AI Filing Summary

Citizens Financial Group Chairman and CEO, who also serves as a director, reported charitable stock donations under a Form 4 filing. On 12/9/2025, the reporting person donated 3,420 shares of directly owned common stock at a reported price of $55.94 per share to a 501(c)(3) organization. On 12/11/2025, an additional 4,580 directly owned shares were donated at a reported price of $58.35 per share to a charitable gift fund.

After these two gifts totaling 8,000 shares, the reporting person beneficially owned 1,208,098 shares of Citizens Financial Group common stock directly.

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^*

VAN SAUN BRUCE

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		G		3,420(1)	D	$55.94	1,212,678	D
Common Stock	12/11/2025		G		4,580(2)	D	$58.35	1,208,098	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. On 12/9/25, the reporting person donated directly owned shares of common stock to a 501(c)(3) organization

2. On 12/11/25, the reporting person donated directly owned shares of common stock to a charitable gift fund

Remarks:

	/s/ Bari Fredericks as Attorney-in-Fact	12/11/2025
	** 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 Citizens Financial Group (CFG) report in this Form 4?

The filing reports that the Chairman and CEO of Citizens Financial Group, who is also a director, donated shares of CFG common stock in two separate charitable transactions.

How many Citizens Financial Group (CFG) shares were donated by the insider?

The reporting person donated a total of 8,000 shares of CFG common stock, consisting of 3,420 shares on 12/9/2025 and 4,580 shares on 12/11/2025.

To whom were the Citizens Financial Group (CFG) shares donated?

On 12/9/2025 the shares were donated to a 501(c)(3) organization, and on 12/11/2025 additional shares were donated to a charitable gift fund.

What was the insider’s remaining Citizens Financial Group (CFG) ownership after the donations?

Following the reported donations, the reporting person beneficially owned 1,208,098 shares of CFG common stock directly.

What transaction code was used for the Citizens Financial Group (CFG) stock donations?

The transactions are reported with code G in Table I, indicating bona fide gifts of CFG common stock.

Were these Citizens Financial Group (CFG) transactions part of a Rule 10b5-1 trading plan?

The form includes a checkbox for indicating transactions under a Rule 10b5-1(c) plan, but the content provided does not show that box as selected for these charitable gifts.