Bruce Van Saun, Chairman and Chief Executive Officer of Citizens Financial Group Inc., disclosed multiple transactions involving his beneficial ownership of the company's common stock on July 24, 2026. The transactions include a direct sale of shares, a charitable donation through a donor advised fund, and a contribution to an irrevocable trust for his spouse and descendants. The disclosure provides transparency into executive portfolio management and philanthropic activities.

Key Points

  • NYSE: CFG-PI
  • Van Saun sold 129,369 shares of common stock at a weighted average price of $72.07 per share
  • Van Saun donated 20,850 shares to a donor advised fund for charitable purposes and contributed 17,500 shares to an irrevocable Spousal Lifetime Access Trust
  • Following all transactions, Van Saun directly beneficially owned 1,102,413 shares of common stock, with an additional 17,500 shares held indirectly through the trust

Executive Share Sale at $72.07 Weighted Average Price

On July 24, 2026, Van Saun sold a total of 129,369 shares of Citizens Financial Group common stock in what the disclosure characterizes as a direct transaction. The filing states that the shares were sold at a weighted average price of $72.07 per share. The disclosure further indicates that these shares were executed across multiple transactions within a price range of $71.85 to $72.32, inclusive. This pricing range suggests the transactions were executed over a period of time during the trading day, rather than as a single block trade.

The aggregate value of the share sale, calculated at the weighted average price, would represent a significant transaction for the executive. The filing notes that Van Saun undertakes to provide to Citizens Financial Group, any shareholder, or the Securities and Exchange Commission staff upon request, full information regarding the number of shares sold at each separate price within the disclosed range. This commitment aligns with standard disclosure obligations for executive transactions.

Charitable Donation Through Donor Advised Fund

On the same date, Van Saun donated 20,850 shares of directly owned common stock to a donor advised fund. The filing states that the gifted shares will be used by the fund for charitable purposes. No monetary value or pricing information is provided in the disclosure for the donated shares, as the transaction is reported as a gift with a code designation of "G" and a $0 price indicator, which is standard for non-sale transactions.

A donor advised fund is a charitable giving vehicle that allows donors to make tax-deductible contributions while maintaining advisory privileges over the distribution of grants to qualified charities. The transfer of shares directly to such a fund, rather than liquidating the shares first, is a common estate planning and philanthropic strategy employed by high-net-worth individuals. The shares transferred maintain their character as Citizens Financial Group equity while being deployed for charitable impact.

Spousal Lifetime Access Trust Contribution

Van Saun contributed an additional 17,500 shares of directly owned common stock to an irrevocable Spousal Lifetime Access Trust on July 24, 2026. The filing identifies that Van Saun serves as a trustee of this trust, while his spouse and descendants are identified as the sole beneficiaries. The contribution is reported as a "G" transaction code, consistent with the charitable donation classification, with a $0 price designation.

The filing notes that Van Saun disclaims beneficial ownership of the securities held by the trust, which is a standard practice when a grantor establishes an irrevocable trust and relinquishes control of the transferred assets. However, the filing separately reports the 17,500 shares held by the spouse in the irrevocable Spousal Lifetime Access Trust as indirectly beneficially owned by Van Saun. This dual reporting reflects the complex ownership structure that emerges when a trustee transfers assets to a trust for family members while still maintaining fiduciary responsibilities.

Post-Transaction Beneficial Ownership Structure

Following all three transactions on July 24, 2026, Van Saun's beneficial ownership of Citizens Financial Group common stock was reconfigured. The filing discloses that Van Saun directly and beneficially owned 1,102,413 shares of common stock in direct form following the completion of all reported transactions. This figure reflects the impact of the 129,369-share sale offset by the accumulation of shares through the grant transactions that appear earlier in the transaction sequence.

In addition to his direct holdings, the disclosure identifies 17,500 shares held indirectly through the irrevocable Spousal Lifetime Access Trust. While Van Saun disclaims beneficial ownership of assets within the irrevocable trust structure, Securities and Exchange Commission rules require inclusion of such shares in beneficial ownership calculations when the executive maintains certain control rights or when family members are beneficiaries. The combined direct and indirect position totals approximately 1.12 million shares, reflecting Van Saun's substantial ongoing equity stake in the financial institution he leads.

Transaction Dates and Execution Timeline

All four reported transactions occurred on a single trading day, July 24, 2026. The disclosure identifies this date as the earliest transaction date in the report. The coordinated execution of a sale, a charitable donation, and a trust contribution on the same day suggests this may have been part of a broader portfolio rebalancing, charitable giving, or estate planning initiative undertaken by the executive. The timing concentration is noteworthy as it consolidates multiple adjustments to ownership structure within a single disclosure period.

The filing was submitted to the Securities and Exchange Commission on July 28, 2026, which represents four business days after the transaction execution date. This timeline aligns with standard Form 4 filing requirements, which generally mandate disclosure within two business days of transaction execution, with an additional grace period available in certain circumstances. The submission was executed by Bari Fredericks as attorney-in-fact, indicating that Van Saun authorized legal counsel to complete and file the disclosure document on his behalf.

Officer and Director Status Confirmation

The disclosure confirms that Van Saun holds both officer and director positions at Citizens Financial Group. His title is identified as Chairman and Chief Executive Officer, representing the highest executive leadership role within the organization. The filing's checkbox indicators confirm both his officer and director status, which subjects him to the reporting obligations and restrictions imposed by Section 16 of the Securities Exchange Act of 1934. These restrictions limit the ability of company insiders to trade in company securities during certain periods and require public disclosure of all transactions.

The Section 16 reporting regime applies to all directors, officers, and beneficial owners of more than 10 percent of any class of equity security of a reporting company. Van Saun's substantial shareholding of over 1.1 million shares, combined with his executive officer and director roles, ensures comprehensive coverage under these disclosure requirements. The filing demonstrates compliance with these legal obligations and provides investors with transparency regarding executive portfolio decisions.

No Rule 10b5-1 Trading Plan Indicated

The disclosure does not indicate that any of the reported transactions were executed pursuant to a Rule 10b5-1 trading plan. The filing includes a checkbox option to indicate when transactions are made under such an affirmative defense plan, which allows corporate insiders to execute pre-planned trades even during blackout periods or when they possess material nonpublic information. The absence of this indication suggests that the July 24 transactions were executed outside of any pre-established Rule 10b5-1 arrangement.

Rule 10b5-1 plans are often utilized by executives to demonstrate compliance with insider trading restrictions by establishing trading programs before any material nonpublic information is obtained. The fact that no such plan is referenced here does not indicate any violation or impropriety; rather, it simply reflects that these particular transactions were executed through normal discretionary trading channels or as charitable transfers, rather than through a pre-arranged systematic trading program.

Multiple Price Execution and Transaction Distribution

The sale of 129,369 shares was executed across multiple separate transactions within the price range of $71.85 to $72.32 per share, with the weighted average of these multiple executions calculated at $72.07. This price range indicates that individual transactions within the sale may have varied by approximately $0.47 per share, or roughly 0.65 percent from the minimum to maximum price. Such variation is typical for large block sales that are distributed across multiple executions to minimize market impact and obtain optimal execution prices.

The filing explicitly states that Van Saun undertakes to provide detailed information regarding the number of shares executed at each separate price point within the disclosed range upon request to Citizens Financial Group, any shareholder, or the Securities and Exchange Commission. This commitment ensures that the full transaction details remain available for regulatory review and shareholder inquiry, even though the Form 4 summary presents only the weighted average price and total shares sold.