Citizens Financial (NYSE: CFG) awards shares to commercial banking head

Rhea-AI Filing Summary

Citizens Financial Group reported that Head of Commercial Banking Theodore C. Swimmer received a grant of 20,383 shares of common stock on March 1, 2026 under the company’s 2014 Omnibus Incentive Plan. To cover tax obligations, 18,677 shares were withheld at $60.19 per share, leaving him with direct ownership of 109,337 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Swimmer Theodore C

Role Head of Commercial Banking

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	20,383	$0.00	--
Tax Withholding	Common Stock	18,677	$60.19	$1.12M

Holdings After Transaction: Common Stock — 128,014 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/03/2026 - 04:23 PM Learn about SEC filing dates

FAQ

What insider transactions did CFG report for Theodore C. Swimmer?

CFG reported that executive Theodore C. Swimmer received a grant of 20,383 common shares and had 18,677 shares withheld to cover taxes. After these transactions, he directly owned 109,337 shares of Citizens Financial Group common stock.

Was the CFG insider transaction a stock purchase or a grant?

The CFG insider transaction was a stock grant, not an open-market purchase. Theodore C. Swimmer received 20,383 common shares as an award under the 2014 Omnibus Incentive Plan, with part of the grant withheld to satisfy tax obligations.

How many CFG shares were withheld for taxes in this Form 4 filing?

The filing shows that 18,677 Citizens Financial Group common shares were disposed of as a tax-withholding transaction at $60.19 per share. This reflects payment of tax liability by delivering shares rather than a traditional open-market sale.

What is Theodore C. Swimmer’s CFG share ownership after the reported transactions?

After the grant and tax-withholding disposition, Theodore C. Swimmer directly owned 109,337 shares of Citizens Financial Group common stock. This total reflects his holdings following both the 20,383-share grant and the 18,677-share tax-withholding transaction.

Under which plan were the CFG shares granted to Theodore C. Swimmer?

The shares granted to Theodore C. Swimmer were issued under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. This plan provides equity-based awards, such as the 20,383-share grant reported in this Form 4 filing.

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^*

Swimmer Theodore C

(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)
	Head of Commercial Banking

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		20,383(1)	A	$0	128,014	D
Common Stock	03/01/2026		F		18,677	D	$60.19	109,337	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.