Citizens Financial (CFG) director receives 283 dividend stock units

Rhea-AI Filing Summary

Citizens Financial Group director Marita Zuraitis reported an automatic acquisition of additional equity-based compensation. On February 18, 2026, she received 283.494 restricted stock units credited to her account following the company’s dividend payment under the Non-Employee Directors Compensation Plan.

After this grant, her directly held common stock equivalent holdings increased to 54,862.017 shares. These units were credited at no cash cost, reflecting dividend-equivalent accruals tied to a prior equity award rather than an open-market purchase.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ZURAITIS MARITA

(Last) (First) (Middle)

C/O CITIZENS FINANCIAL GROUP, INC.

600 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIZENS FINANCIAL GROUP INC/RI [ CFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		A		283.494(1)	A	$0	54,862.017	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects restricted stock units credited to the reporting person's account following the issuer's dividend payment, pursuant to an award granted to the filer pursuant to the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

Remarks:

	/s/ Bari Fredericks, as Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Citizens Financial (CFG) director Marita Zuraitis report in this Form 4?

Director Marita Zuraitis reported an automatic acquisition of 283.494 restricted stock units tied to Citizens Financial Group’s dividend. These units are credited under the Non-Employee Directors Compensation Plan, increasing her directly held common stock equivalents to 54,862.017 shares.

Was Marita Zuraitis buying or selling Citizens Financial (CFG) stock?

She was not buying or selling shares on the open market. Instead, she acquired 283.494 restricted stock units automatically as dividend equivalents under Citizens Financial Group’s Non-Employee Directors Compensation Plan, with no cash changing hands in this transaction.

How many Citizens Financial (CFG) shares does Marita Zuraitis hold after this transaction?

Following the transaction, Marita Zuraitis directly holds 54,862.017 common stock equivalents of Citizens Financial Group. This total reflects the addition of 283.494 restricted stock units credited as dividend equivalents to her existing director equity award position.

What is the nature of the 283.494 units reported for Citizens Financial (CFG)?

The 283.494 units are restricted stock units credited as dividend equivalents. They were added to Marita Zuraitis’s account following Citizens Financial Group’s dividend payment, pursuant to the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

Did Marita Zuraitis pay anything for the new Citizens Financial (CFG) units?

No cash payment was involved. The reported 283.494 restricted stock units were credited at a price per unit of 0.0000, reflecting an automatic dividend-equivalent accrual under Citizens Financial Group’s Non-Employee Directors Compensation Plan rather than a market purchase.

What plan governs the equity units reported by Citizens Financial (CFG) director Marita Zuraitis?

The restricted stock units are issued under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Dividend payments result in additional units, like the 283.494 RSUs credited to Marita Zuraitis on February 18, 2026.