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Citizens Financial Group, Inc. updated its corporate charter following the redemption of its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F. On October 6, 2025, the company filed a Certificate of Elimination in Delaware to remove all provisions relating to the Series F preferred stock from its Restated Certificate of Incorporation after all outstanding Series F shares were redeemed the same day.
The company also filed a new Restated Certificate of Incorporation on October 6, 2025 that reflects the elimination of the Series F preferred stock and integrates the previously filed Certificate of Designations for its 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. Copies of these charter documents are included as exhibits to the report.
Citizens Financial Group interim Chief Financial Officer Christopher R. Emerson reported ownership of 38,828 shares of Citizens Financial Group, Inc. (CFG) on an initial Form 3 filed for the 08/16/2025 event. The filing indicates the position as an officer (Interim CFO) and that the shares are directly owned. The Form 3 was signed by an attorney-in-fact on 08/22/2025.
Citizens Financial Group executive Michelle Moosally, the Chief Legal Officer, submitted an amended initial insider ownership report on Form 3/A. The amendment does not list any stock transactions, and no shares were reported as bought, sold, acquired, or disposed in this filing.
Tracy A. Atkinson, a director of Citizens Financial Group, Inc. (CFG), reported a non-derivative acquisition on 08/14/2025. The filing shows 82.769 shares were credited to the reporting person’s account at a price of $0 as restricted stock units following the issuer’s dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.
After the transaction, the reporting person beneficially owns 9,780.506 shares. The Form 4 was signed by an attorney-in-fact on 08/15/2025. The filing identifies the reporting person’s relationship as a Director and indicates this is a single-person Form 4 filing.
Marita Zuraitis, a director of Citizens Financial Group, Inc. (CFG), received 336.274 shares of Common Stock on 08/14/2025 at no cash cost, increasing her beneficial ownership to 54,231.415 shares. The filing reports these shares were restricted stock units credited to her account following the issuer's dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. The Form 4 was signed by an attorney-in-fact on 08/15/2025 and reflects a routine equity award conversion tied to dividend treatment of RSUs.
Robert G. Leary, a director of Citizens Financial Group, Inc. (CFG), was credited with 255.869 shares on 08/14/2025 under the companys director compensation plan. These shares were recorded at $0 and reflect restricted stock units (RSUs) credited following the issuers dividend payment, pursuant to awards granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After this crediting event, Leary beneficially owned 30,235.292 shares in total. The Form 4 was filed individually and signed by an attorney-in-fact on 08/15/2025.
William P. Hankowsky, a director of Citizens Financial Group, Inc. (CFG), reported a non‑derivative acquisition on 08/14/2025. The filing shows 336.274 shares of common stock were acquired at a price of $0 and were credited as restricted stock units following the issuer's dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non‑Employee Directors Compensation Plan. After this transaction the reporting person beneficially owns 77,313.415 shares. The form also notes an indirect holding of 83 shares held by BKMH Partners LP. The statement was signed by an attorney‑in‑fact on 08/15/2025.
Reporting person Michele N. Siekerka, a director of Citizens Financial Group, Inc. (CFG), received restricted stock units (RSUs) credited on 08/14/2025. The Form 4 shows 157.424 RSUs were acquired at $0 pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan as a dividend reinvestment or dividend-related credit. After the transaction, the reporting person beneficially owned 63,256.766 shares, with 6,102 held in an IRA and 297 shares each reported as owned by the reporting person’s daughter and son indirectly.
Christine M. Cumming, a director of Citizens Financial Group, Inc. (CFG), reported a non‑derivative acquisition on 08/14/2025 of 336.274 shares recorded as restricted stock units credited following the issuer's dividend payment under the company's Amended & Restated 2014 Non‑Employee Directors Compensation Plan. The reported acquisition price is $0, reflecting an award credit rather than a cash purchase. After this transaction, the reporting person beneficially owns 49,102.415 shares.
The Form 4 was filed as a single reporting person filing and the signature on the form is by an attorney‑in‑fact on 08/15/2025. The filing notes the reporting person’s relationship to the issuer as a Director.
Christopher Swift, a director of Citizens Financial Group, Inc. (CFG), received 194.295 restricted stock units on 08/14/2025. The award was credited following the issuer's dividend payment under the company mended & Restated 2014 Non-Employee Directors Compensation Plan. After the transaction, the reporting person eneficially owned 22,959.254 shares. The acquisition was reported on Form 4 with a zero cash price, indicating these were dividend-settled restricted stock units rather than a market purchase. The filing was signed by an attorney-in-fact on 08/15/2025.