Citizens Financial (NYSE: CFG) director granted dividend-linked restricted stock units

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI director Edward J. Kelly III received an automatic stock-based award. He acquired 295.988 shares of common stock at no cost, credited as restricted stock units tied to the company’s dividend payment under the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

After this grant, Kelly’s directly held position reported in this filing increased to 39,662.353 shares of common stock. This is a routine compensation-related award rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KELLY EDWARD J III

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	295.988	$0.00	--

Holdings After Transaction: Common Stock — 39,662.353 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 295.988 shares Price per share: $0.0000 Shares after transaction: 39,662.353 shares +1 more

4 metrics

RSUs granted 295.988 shares Restricted stock units credited following dividend payment

Price per share $0.0000 Grant/award acquisition price for RSUs

Shares after transaction 39,662.353 shares Common stock directly held after the award

Transaction date 2026-05-14 Date RSU dividend-equivalent credit was recorded

Key Terms

restricted stock units, dividend payment, Non-Employee Directors Compensation Plan, grant, award, or other acquisition

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"

Non-Employee Directors Compensation Plan financial

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

grant, award, or other acquisition financial

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

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^*

KELLY EDWARD J III

(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		295.988(1)	A	$0	39,662.353	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 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 did CFG director Edward J. Kelly III report in this Form 4?

Edward J. Kelly III reported receiving 295.988 shares of CFG common stock. These were credited as restricted stock units following a dividend payment under the company’s non-employee directors compensation plan, rather than bought on the open market.

How many CFG shares does Edward J. Kelly III hold after this transaction?

After the reported transaction, Edward J. Kelly III holds 39,662.353 CFG common shares directly. This total includes the 295.988 restricted stock units credited to his account as part of the dividend-equivalent award described in the filing.

Was this CFG Form 4 transaction an open-market purchase or sale?

The transaction was not an open-market trade. It is classified as a grant or award acquisition, reflecting restricted stock units credited to the director’s account following a dividend payment under the company’s non-employee directors compensation plan.

Why did Edward J. Kelly III receive 295.988 restricted stock units of CFG?

He received 295.988 restricted stock units as a dividend-equivalent credit. The units were granted pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan following the issuer’s dividend payment.

Does this CFG Form 4 indicate any derivative securities for Edward J. Kelly III?

The filing shows no derivative securities for Edward J. Kelly III. The reported activity involves only common stock in the form of restricted stock units credited as part of his non-employee director compensation arrangement.