=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-07-24
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: CITIZENS FINANCIAL GROUP INC/RI (CFG)
CIK: 0000759944
--- Reporting Owner ---
Name: VAN SAUN BRUCE
CIK: 0001199914
Role: Director, Officer (Chairman and CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-07-24 | Code: S (Open market sale)
Shares: -129,369 | Price: $72.07
Total Value: $9,323,623.83
Shares Owned After: 1,140,763 | Ownership: D (Direct)
Footnotes:
[F1] On July 24, 2026, the reporting person sold directly owned shares of common stock.
[F2] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.85 to $72.32, inclusive. The reporting person undertakes to
provide to Citizens Financial Group, Inc., any security holder of Citizens Financial Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the
number of shares sold at each separate price within the range set forth in this footnote.
[Transaction #2]
Security: Common Stock
Date: 2026-07-24 | Code: G (Gift)
Shares: -20,850 | Price: $0.00
Shares Owned After: 1,119,913 | Ownership: D (Direct)
Footnotes:
[F3] On July 24, 2026, the reporting person donated directly owned shares of common stock to a donor advised fund, which will use the gifted shares for charitable purposes.
[Transaction #3]
Security: Common Stock
Date: 2026-07-24 | Code: G (Gift)
Shares: -17,500 | Price: $0.00
Shares Owned After: 1,102,413 | Ownership: D (Direct)
Footnotes:
[F4] On July 24, 2026, the reporting person contributed directly owned shares of common stock to an irrevocable Spousal Lifetime Access Trust, of which the reporting person is a trustee, and the reporting person's spouse and descendants are the sole beneficiaries. The reporting person disclaims beneficial ownership of the securities held by the trust.
--- Holdings ---
[Holding #1]
Security: Common Stock
Ownership: I (Indirect)
--- Footnotes (Complete Index) ---
F1: On July 24, 2026, the reporting person sold directly owned shares of common stock.
F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.85 to $72.32, inclusive. The reporting person undertakes to
provide to Citizens Financial Group, Inc., any security holder of Citizens Financial Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the
number of shares sold at each separate price within the range set forth in this footnote.
F3: On July 24, 2026, the reporting person donated directly owned shares of common stock to a donor advised fund, which will use the gifted shares for charitable purposes.
F4: On July 24, 2026, the reporting person contributed directly owned shares of common stock to an irrevocable Spousal Lifetime Access Trust, of which the reporting person is a trustee, and the reporting person's spouse and descendants are the sole beneficiaries. The reporting person disclaims beneficial ownership of the securities held by the trust.
--- Signature ---
/s/ /s/ Bari Fredericks, as Attorney-in-Fact (2026-07-28)
