Citizens Financial (CFG) director credited 195 RSUs after dividend under board plan

Rhea-AI Filing Summary

Alexander Lee, a director of Citizens Financial Group, Inc. (CFG), reported an acquisition of 194.975 shares of Common Stock with a price of $0.00 per share. These shares reflect restricted stock units credited to his account following the company’s dividend payment under the Amended & Restated 2014 Non-Employee Directors Compensation Plan. After this award-related credit, Lee directly holds a total of 26,126.584 shares of Citizens Financial Group common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Alexander Lee

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	194.975	$0.00	--

Holdings After Transaction: Common Stock — 26,126.584 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs credited: 194.975 shares Award price per share: $0.00 per share Total shares after: 26,126.584 shares

3 metrics

RSUs credited 194.975 shares Restricted stock units credited following dividend payment

Award price per share $0.00 per share Grant/award acquisition under directors compensation plan

Total shares after 26,126.584 shares Alexander Lee direct holdings after award-related credit

Key Terms

restricted stock units, dividend payment, Non-Employee Directors Compensation Plan

3 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"

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^*

Alexander Lee

(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		194.975(1)	A	$0	26,126.584	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 insider transaction did Alexander Lee report at CFG?

Alexander Lee reported receiving 194.975 shares of Citizens Financial Group common stock. These were credited as restricted stock units following a dividend payment, under the company’s 2014 Non-Employee Directors Compensation Plan for non-employee directors.

Was Alexander Lee’s May 2026 CFG transaction a market purchase or sale?

The transaction was not a market purchase or sale. It was an acquisition coded as a grant or award, with 194.975 restricted stock units credited at $0.00 per share following Citizens Financial Group’s dividend payment.

How many CFG shares does Alexander Lee hold after this Form 4 transaction?

After this transaction, Alexander Lee directly holds 26,126.584 shares of Citizens Financial Group common stock. This total includes the 194.975 restricted stock units credited to his account in connection with a recent dividend payment.

What caused the 194.975 restricted stock units credited to Alexander Lee at CFG?

The 194.975 restricted stock units were credited after Citizens Financial Group’s dividend payment. They arise from an award granted to Lee under the Amended & Restated 2014 Non-Employee Directors Compensation Plan for non-employee directors.

How is Alexander Lee’s CFG insider transaction classified on the Form 4?

The transaction is classified with code “A” as a grant, award, or other acquisition. It involves non-derivative common stock in the form of restricted stock units, credited at $0.00 per share under the company’s non-employee director compensation plan.