Stein Richard L. 4

What Happened

• Richard L. Stein, Chief Risk Officer of Citizens Financial Group (CFG), received a grant of 12,958 shares under the company's omnibus incentive plan on March 1, 2026. The filing shows 12,295 of those shares were withheld to cover tax liabilities (transaction code F) at $60.19 per share, generating $740,036 in withholding.
• The award is reported as an acquisition (code A) with a $0.00 per-share acquisition price in the filing (typical for restricted stock awards). Net shares retained by Stein after withholding: 663 shares (12,958 granted minus 12,295 withheld), roughly worth $39,906 at $60.19/share. The gross implied value of the grant is about $779,942.

Key Details

• Transaction date: 2026-03-01; Form 4 filed: 2026-03-03 (appears timely under Section 16 reporting rules).
• Grant: 12,958 shares (code A, $0.00 acquisition price in filing).
• Withheld for taxes: 12,295 shares (code F) at $60.19 = $740,036.
• Shares owned after transaction: not reported in the provided excerpt of the filing.
• Footnote: Shares granted pursuant to the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.
• This withholding is a tax payment (stock retention) rather than an open-market sale.

Context

• This was a stock award with shares withheld to satisfy tax liability (a common, routine administrative action). It is not an open-market sale and does not necessarily signal a change in insider sentiment.
• Net effect to the insider: receipt of a small number of net shares (663) after tax withholding; the filing shows the company covered taxes by retaining shares rather than the insider selling on the open market.