Citizens Financial (NYSE: CFG) director granted 2,608 restricted stock units

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI director Edward J. Kelly III received a stock-based compensation award. He acquired 2,608 shares of common stock on April 23, 2026 at no cash price as a restricted stock unit grant under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Following this grant, he directly holds 39,366.365 shares of common stock.

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	2,608	$0.00	--

Holdings After Transaction: Common Stock — 39,366.365 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 2,608 shares Transaction price: $0.00 per share Shares held after grant: 39,366.365 shares

3 metrics

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

Transaction price $0.00 per share Stated price for RSU grant

Shares held after grant 39,366.365 shares Direct common stock ownership after transaction

Key Terms

restricted stock unit, Non-Employee Directors Compensation Plan, Form 4

3 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.

Non-Employee Directors Compensation Plan financial

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

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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)
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	39,366.365	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)

FAQ

What insider transaction did CFG director Edward J. Kelly III report?

Edward J. Kelly III reported receiving 2,608 shares of CFG common stock as a restricted stock unit award. The grant was compensation for his board service, not an open-market purchase, and increased his directly held shares to 39,366.365.

Was the CFG Form 4 transaction a stock purchase or a compensation grant?

The CFG Form 4 shows a compensation grant, not a market purchase. Kelly received 2,608 restricted stock units at a stated price of $0.00 per share under the company’s 2014 Non-Employee Directors Compensation Plan for his director service.

How many CFG shares does Edward J. Kelly III hold after this Form 4?

After the restricted stock unit grant, Edward J. Kelly III holds 39,366.365 CFG common shares directly. This figure includes the newly granted 2,608 shares reported in the Form 4 and reflects his updated direct ownership position.

What plan governed the restricted stock unit grant reported by CFG?

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 instead of cash, aligning their interests with common shareholders.

Did the CFG director pay cash for the 2,608 shares reported on Form 4?

No, the director did not pay cash for these shares. The Form 4 lists a transaction price of $0.00 per share, indicating the 2,608 common shares were granted as a restricted stock unit award rather than purchased in the open market.