Swimmer Theodore C 4

What Happened

• Theodore C. Swimmer, Head of Commercial Banking at Citizens Financial Group (CFG), was granted 20,383 shares under the company's equity plan on 2026-03-01. To satisfy tax withholding, 18,677 shares were surrendered/disposed at $60.19 per share for proceeds of $1,124,169. The grant has an acquisition price of $0.00. Net shares retained from the award: 20,383 − 18,677 = 1,706 shares.

Key Details

• Transaction dates: 2026-03-01 (award and tax-withholding disposition); Form 4 filed 2026-03-03 (timely).
• Awarded shares: 20,383 at $0.00 (code A — grant/award).
• Shares withheld/disposed for taxes: 18,677 at $60.19, total $1,124,169 (code F — tax withholding).
• Shares owned after the transaction: not disclosed in the filing.
• Footnote: The grant was made under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (see F1).
• Filing timeliness: Report filed quickly (filed two days after transaction date), no late-filing flag indicated.

Context

• This was an equity award with shares withheld to cover tax obligations, not an open-market sale. Withholding disposals are routine administrative transactions and do not necessarily signal the insider’s view of the stock. The award (code A) combined with the withholding (code F) is a common way companies settle tax liabilities when issuing restricted stock or similar incentives.