Citizens Finl Group Inc SEC Filings

Kevin Cummings, a director of Citizens Financial Group (CFG), received 157.424 restricted stock units (RSUs) on 08/14/2025 at no cash price, credited to his account following the issuer's dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After the transaction he beneficially owned 470,749.316 shares directly and 57,916 shares indirectly through an IRA. The Form 4 was signed by an attorney-in-fact on 08/15/2025 and reports the transaction as non-derivative equity resulting from dividend crediting of RSUs.

Wade Claude E., a director of Citizens Financial Group, Inc. (CFG), was credited with 41.166 restricted stock units on 08/14/2025 at a reported price of $0, following the issuer's dividend payment. The grant increased the reporting person's total beneficial ownership to 4,864.386 shares or share-equivalents. The award was made under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. The Form 4 was signed on behalf of the filer by an attorney-in-fact on 08/15/2025.

Citizens Financial Group announced that Aunoy Banerjee will join as Executive Vice President and Chief Financial Officer, replacing the current CFO who will depart in mid-August. Mr. Banerjee, a 25-year financial services veteran most recently serving as CFO of Barclays Bank PLC, will assume responsibility for Financial Planning and Analysis, Business Line Finance, Controller, Investor Relations, Treasury, Tax, Capital Management, and Property & Procurement.

He will start on October 24, 2025 and his employment agreement (entered August 6, 2025) provides a $700,000 base salary, $3,700,000 guaranteed 2025 incentive (reduced by any role-based allowance from his prior employer), and a buy-out award valued at approximately $5,000,000 paid in cash and restricted stock units vesting over four years. The company named an interim CFO to cover the period between departures, and Mr. Banerjee’s contract includes standard severance, change-of-control protections and restrictive covenants.

On 22 Jul 2025 Citizens Financial Group (NYSE:CFG) filed an 8-K announcing a proposed public offering of a new Series I Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock. Pricing has not yet occurred and the offering may be withdrawn.

If completed, CFG intends to use the net proceeds to redeem some or all of its outstanding 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, on the 6 Oct 2025 dividend date. Replacing the higher-coupon Series F with the new Series I could lower funding costs and improve capital efficiency, but execution, final size, coupon and timing remain subject to market conditions. No financial metrics were provided in this filing; Q2-25 earnings and a financial supplement were previously furnished as Exhibits 99.1 and 99.2.

Citizens Financial Group (CFG) has filed a Form 144 indicating a proposed sale of 34,075 common shares by an affiliate holder on or about 21-Jul-2025. At the recent market price used in the filing, the block is valued at $1.62 million. The shares were originally acquired on 06-Apr-2022 through a merger/acquisition transaction. The proposed broker is Fidelity Brokerage Services and the shares will be sold on the NYSE.

The amount to be sold represents roughly 0.008 % of CFG’s ~432.8 million shares outstanding, signalling an immaterial dilution impact. No other sales by this person were reported in the past three months, and the filer certifies no undisclosed adverse information. Form 144s are routine disclosures rather than definitive sale confirmations, but they can flag insider sentiment; here, the dollar size is modest compared with CFG’s market capitalization, so market impact should be limited.