Citizens Financial (CFG) director awarded 347.108 RSUs; total 49,449.523

Q: What did CFG disclose in this Form 4?

A director acquired 347.108 shares on 11/12/2025, recorded at $0 per share, as dividend‑equivalent RSUs credited under a company plan.

Q: How many CFG shares does the reporting person own after the transaction?

Following the transaction, the director beneficially owned 49,449.523 shares, held directly.

Q: Was this tied to a compensation plan?

Yes. The RSUs were credited pursuant to the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

Q: What triggered the RSU credit for the CFG director?

The RSUs were credited following the issuer's dividend payment, per the plan’s terms.

Citizens Financial Group (CFG) reported a director’s routine equity accrual.

Accepted by SEC EDGAR 11/13/2025 - 04:15 PM EST

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Form Type

Rhea-AI Filing Summary

Citizens Financial Group (CFG) reported a director’s routine equity accrual. On 11/12/2025, the director acquired 347.108 shares of common stock at $0 per share, coded “A.” The filing states these were restricted stock units credited following a dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After the transaction, the director beneficially owned 49,449.523 shares, held directly.

Insider Trade Summary

Grant/Award: 347.108 shares

Grant/Award 1 txn

Insider Cumming Christine M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	347.108	$0.00	$0.00

Holdings After Transaction: Common Stock — 49,449.523 shares (Direct)

Footnotes (1)

F1. 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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CFG disclose in this Form 4?

A director acquired 347.108 shares on 11/12/2025, recorded at $0 per share, as dividend‑equivalent RSUs credited under a company plan.

How many CFG shares does the reporting person own after the transaction?

Following the transaction, the director beneficially owned 49,449.523 shares, held directly.

What is the transaction code shown?

The filing lists transaction code A (acquisition).

Was this tied to a compensation plan?

Yes. The RSUs were credited pursuant to the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

What triggered the RSU credit for the CFG director?

The RSUs were credited following the issuer's dividend payment, per the plan’s terms.

Is there a 10b5-1 plan indicated?

The form includes a 10b5-1 checkbox reference, but the excerpt does not indicate it was checked.

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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^*

Cumming Christine M

(Last)

(First)

(Middle)

C/O CITIZENS FINANCIAL GROUP, INC.

600 WASHINGTON BLVD.

(Street)

STAMFORD

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/12/2025		A		347.108⁽¹⁾	A	$0	49,449.523	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	11/13/2025
	** 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.

Source: View Original Filing on SEC EDGAR