CFG (CFG) president reports stock grant and tax-withholding share disposition

Rhea-AI Filing Summary

CITIZENS FINANCIAL GROUP INC/RI President Brendan Coughlin reported mixed equity compensation activity in company stock. On March 1, 2026, he acquired 26,499 shares of Common Stock at $0.00 per share as a grant under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. On the same date, 22,659 shares of Common Stock were disposed of at $60.19 per share to cover tax obligations through share withholding rather than a market sale. After these transactions, his directly held Common Stock position was 284,928.351 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Coughlin Brendan

Role President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	26,499	$0.00	--
Tax Withholding	Common Stock	22,659	$60.19	$1.36M

Holdings After Transaction: Common Stock — 307,587.351 shares (Direct)

Footnotes (1)

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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^*

Coughlin Brendan

(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)
	President

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		26,499(1)	A	$0	307,587.351	D
Common Stock	03/01/2026		F		22,659	D	$60.19	284,928.351	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.

FAQ

What insider transactions did CFG President Brendan Coughlin report on March 1, 2026?

Brendan Coughlin reported receiving a stock grant and a related tax-withholding disposition on March 1, 2026. He was granted 26,499 CFG common shares at $0.00, and 22,659 shares were disposed of at $60.19 to cover tax liabilities.

Was Brendan Coughlin’s Form 4 transaction in CFG stock a market sale?

The Form 4 shows no open-market sale. The disposition of 22,659 CFG shares at $60.19 is coded “F,” meaning shares were withheld to pay taxes on an equity award, not sold in a regular market transaction.

How many CFG shares did Brendan Coughlin hold after the March 1, 2026 Form 4 transactions?

After the reported transactions, Brendan Coughlin directly held 284,928.351 shares of CFG common stock. This figure reflects the 26,499-share grant and the 22,659-share tax-withholding disposition reported for March 1, 2026.

What equity award did Brendan Coughlin receive under CFG’s 2014 Omnibus Incentive Plan?

He received a grant of 26,499 shares of CFG common stock at $0.00 per share. A footnote explains these shares were awarded under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan as part of his compensation.

How does the Form 4 code F affect interpretation of Brendan Coughlin’s CFG stock disposition?

Code F designates a tax-withholding disposition, meaning shares are surrendered to satisfy tax obligations. For Brendan Coughlin, 22,659 shares at $60.19 were used this way, indicating administrative tax settlement rather than a discretionary stock sale.