CFG director granted 2,608-share stock award

Leary Robert G reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Leary Robert G reported acquisition or exercise transactions in this Form 4 filing.

Citizens Financial Group director Robert G. Leary received an equity award as part of his board compensation. On April 23, 2026, he was granted 2,608 shares of Common Stock, reflected as a restricted stock unit award under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, at a stated price of $0.00 per share. Following this grant, Leary directly holds 33,323.115 shares of Citizens Financial Group common stock. This is a compensation-related grant rather than an open-market purchase or sale.

Insider Trade Summary

Grant/Award: 2,608 shares

Grant/Award 1 txn

Insider Leary Robert G

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,608	$0.00	$0.00

Holdings After Transaction: Common Stock — 33,323.115 shares (Direct)

Footnotes (1)

1. F1. 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

Key Figures

Shares granted: 2,608 shares Stated grant price: $0.00 per share Shares held after grant: 33,323.115 shares +1 more

4 metrics

Shares granted 2,608 shares Restricted stock unit award to director on April 23, 2026

Stated grant price $0.00 per share Price per share for the 2,608-share award

Shares held after grant 33,323.115 shares Director’s direct Citizens Financial Group holdings post-transaction

Transaction code A Grant, award, or other acquisition of Common Stock

Key Terms

restricted stock unit, Non-Employee Directors Compensation Plan, Common Stock, Grant, award, or other acquisition

4 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"

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Grant, award, or other acquisition regulatory

"transaction_code_description: "Grant, award, or other acquisition""

FAQ

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

What did Citizens Financial Group (CFG) disclose in this Form 4?

Citizens Financial Group reported that director Robert G. Leary received a grant of 2,608 shares of Common Stock as a restricted stock unit award, issued at a stated price of $0.00 per share under the company’s 2014 Non-Employee Directors Compensation Plan.

How many Citizens Financial Group (CFG) shares did Robert G. Leary receive?

Robert G. Leary received 2,608 shares of Citizens Financial Group Common Stock. The filing explains this reflects a restricted stock unit award granted pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan for non-employee directors.

What is Robert G. Leary’s Citizens Financial Group (CFG) ownership after this grant?

After the April 23, 2026 grant, Robert G. Leary directly holds 33,323.115 shares of Citizens Financial Group Common Stock. This post-transaction figure includes the 2,608-share restricted stock unit award reported in this Form 4 filing for the non-employee director.

Was the Citizens Financial Group (CFG) Form 4 transaction a market purchase or sale?

The Form 4 does not report a market purchase or sale. Instead, it shows an acquisition coded “A,” reflecting a grant or award of 2,608 restricted stock units to director Robert G. Leary as compensation under Citizens Financial Group’s non-employee directors compensation plan.

On what date was the Citizens Financial Group (CFG) stock award to Robert G. Leary granted?

The restricted stock unit award tied to 2,608 Citizens Financial Group Common Stock shares was granted on April 23, 2026. This grant is reported as a non-derivative transaction and is part of the company’s Amended & Restated 2014 Non-Employee Directors Compensation Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 04:32 PM EDT 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^*

Leary Robert G

(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	33,323.115	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)