Citizens Financial (NYSE: CFG) executive awarded 52,334 shares, with 31,099 used for tax withholding

Rhea-AI Filing Summary

Citizens Financial Group executive Donald H. McCree III reported equity compensation activity in company common stock. He received a grant of 52,334 shares of common stock at a price of $0.00 per share, reflecting an award under the company’s 2014 Omnibus Incentive Plan.

To satisfy tax obligations, 31,099 shares of common stock were disposed of at $60.19 per share through a tax-withholding transaction, rather than an open-market sale. Following these direct transactions, he directly held 251,106 shares of common stock. In addition, indirect holdings are reported through three McCree GST Family Trusts, with 48,529, 48,529, and 48,530 shares, respectively.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider MCCREE DONALD H III

Role Chair of the Commercial Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	52,334	$0.00	--
Tax Withholding	Common Stock	31,099	$60.19	$1.87M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 282,205 shares (Direct); Common Stock — 48,529 shares (Indirect, By McCree GST Family Trust 3)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/03/2026 - 04:22 PM Learn about SEC filing dates

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^*

MCCREE DONALD H III

(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)
	Chair of the Commercial Bank

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		52,334(1)	A	$0	282,205	D
Common Stock	03/01/2026		F		31,099	D	$60.19	251,106	D
Common Stock								48,529	I	By McCree GST Family Trust 3
Common Stock								48,529	I	By McCree GST Family Trust 2
Common Stock								48,530	I	By McCree GST Family Trust 1

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 executive Donald H. McCree III report on this Form 4?

Donald H. McCree III reported receiving a grant of 52,334 CFG common shares and a tax-withholding disposition of 31,099 shares. Both transactions involved Citizens Financial Group common stock and occurred on the same date as part of his equity compensation activity.

Was the Citizens Financial Group (CFG) insider transaction a stock purchase or a compensation grant?

The reported Citizens Financial Group transaction was a compensation grant, not an open-market purchase. McCree received 52,334 common shares at $0.00 per share under CFG’s 2014 Omnibus Incentive Plan, indicating an equity award rather than a traditional stock buy.

Why were 31,099 CFG shares disposed of in Donald McCree’s Form 4 filing?

The 31,099 CFG shares were disposed of to cover tax liabilities related to the equity grant. The disposition used a price of $60.19 per share and is classified as a tax-withholding transaction, not a discretionary open-market sale by the executive.

How many Citizens Financial Group shares does Donald McCree hold directly after these transactions?

After the grant and tax-withholding disposition, Donald McCree directly holds 251,106 shares of Citizens Financial Group common stock. This figure reflects his direct ownership position immediately following the reported March 1, 2026 equity compensation transactions.

What indirect CFG shareholdings related to Donald McCree are reported on this Form 4?

The Form 4 reports indirect ownership through three McCree GST Family Trusts. These trusts hold 48,529, 48,529, and 48,530 shares of Citizens Financial Group common stock, respectively, in addition to McCree’s directly held CFG shares.

Under which compensation plan were the 52,334 CFG shares granted to Donald McCree?

The 52,334 Citizens Financial Group shares were granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. This plan governs equity-based awards such as stock grants to executives and other eligible participants at CFG.