Citizens Financial (NYSE: CFG) director adds 258 dividend-linked RSUs

Rhea-AI Filing Summary

Citizens Financial Group director reports stock-based award from dividend equivalents. Edward J. Kelly III acquired 258.151 shares of Citizens Financial Group common stock at a stated price of $0.0000 per share. These shares reflect restricted stock units credited to his account following the company’s dividend payment under the Non-Employee Directors Compensation Plan.

After this award, Kelly directly holds a total of 36,758.365 Citizens Financial Group common shares, showing the updated size of his equity stake as a non-employee director.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KELLY EDWARD J III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	258.151	$0.00	--

Holdings After Transaction: Common Stock — 36,758.365 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

KELLY EDWARD J III

(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		258.151(1)	A	$0	36,758.365	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 insider transaction did CFG director Edward J. Kelly III report?

Edward J. Kelly III reported acquiring 258.151 Citizens Financial Group common shares. The award came as restricted stock units credited after a dividend payment under the company’s Non-Employee Directors Compensation Plan, updating his disclosed equity position as a non-employee director.

Was cash paid for the CFG shares reported in this Form 4?

No cash was paid for these CFG shares; the transaction price is recorded as $0.0000 per share. The 258.151 shares resulted from restricted stock units credited after a dividend payment under the company’s Amended & Restated 2014 Non-Employee Directors Compensation Plan.

How many CFG shares does Edward J. Kelly III hold after this transaction?

After this transaction, Edward J. Kelly III directly holds 36,758.365 Citizens Financial Group common shares. This total reflects his updated ownership following the 258.151-share restricted stock unit credit tied to the issuer’s dividend payment and director compensation plan.

What is the source of the new CFG shares credited to the director?

The new CFG shares come from restricted stock units credited after the issuer’s dividend payment. They were granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, which provides equity-based compensation for non-employee members of the board.

Does the CFG Form 4 indicate a buy or sell by the director?

The CFG Form 4 indicates an acquisition, not an open-market buy or sell. The 258.151 shares were recorded under transaction code “A” as a grant or award of restricted stock units linked to dividend equivalents, rather than a market purchase or sale.