Form 4: Coughlin Brendan reports acquisition/exercise transactions in CFG

Rhea-AI Filing Summary

Coughlin Brendan reported acquisition or exercise transactions in a Form 4 filing for CFG. The filing lists transactions totaling 24,379 shares. Following the reported transactions, holdings were 281,088 shares.

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

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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^*

Coughlin Brendan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A		24,379(1)	A	$0	281,088.351	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 an award of shares of common stock of the company, par value $0.01, which has been granted to the filer pursuant to the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.

Remarks:

	/s/ Bari Fredericks as Attorney-in-Fact	02/13/2026
	** 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 President Brendan Coughlin report on this Form 4?

Brendan Coughlin reported receiving an equity award of 24,379 shares of Citizens Financial Group common stock. The shares were granted at $0 per share under the company’s 2014 Omnibus Incentive Plan, reflecting compensation rather than an open-market transaction.

How many CFG shares does Brendan Coughlin own after this reported grant?

After the reported grant, Brendan Coughlin beneficially owns 281,088.351 shares of Citizens Financial Group common stock. This figure represents his direct ownership following the 24,379-share award reported as an acquisition on February 11, 2026.

Was Brendan Coughlin’s CFG Form 4 transaction a purchase or a grant?

The transaction was a grant, not a purchase. The Form 4 shows a transaction code “A,” indicating a grant, award, or other acquisition, with 24,379 shares of common stock received at a price of $0 per share as incentive compensation.

What plan governed Brendan Coughlin’s 24,379-share CFG stock award?

The 24,379-share award was granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. This plan provides equity-based compensation in the form of company common stock to executives and other eligible participants.

Does Brendan Coughlin hold his reported CFG shares directly or indirectly?

He holds the reported shares directly. The Form 4 indicates an ownership code of “D” for direct ownership, with no nature-of-ownership footnote describing any trust, partnership, or other indirect holding structure for the reported common stock.

What is the significance of transaction code “A” in Brendan Coughlin’s CFG filing?

Transaction code “A” denotes a grant, award, or other acquisition of securities. In this case, it indicates that Brendan Coughlin received 24,379 shares of Citizens Financial Group common stock as an equity award, rather than buying or selling shares in the open market.