Citizens Financial (NYSE: CFG) director receives 132.716-share dividend RSU grant

Rhea-AI Filing Summary

Citizens Financial Group director Michele N. Siekerka reported an automatic acquisition of common stock on February 18, 2026. She received 132.716 shares of common stock at $0.00 per share as restricted stock units credited to her account following the company's dividend payment, under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After this grant, she directly held 63,551.978 common shares. The filing also reports indirect holdings of 6,102 shares in an IRA and 297 shares each held for a daughter and a son, with no new transactions reported in those accounts.

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^*

SIEKERKA MICHELE N

(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		132.716(1)	A	$0	63,551.978	D
Common Stock								6,102	I	By IRA
Common Stock								297	I	By daughter
Common Stock								297	I	By son

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 CFG director Michele N. Siekerka report in this Form 4?

Michele N. Siekerka reported an automatic acquisition of Citizens Financial Group common stock. She received restricted stock units credited after a dividend payment under the company’s non-employee director compensation plan, increasing her directly held common shares as of February 18, 2026.

How many Citizens Financial Group (CFG) shares did Michele Siekerka acquire?

She acquired 132.716 Citizens Financial Group common shares. These were credited as restricted stock units at $0.00 per share, reflecting additional stock awarded in connection with a dividend payment, rather than an open-market purchase transaction on that date.

What is Michele Siekerka’s total direct CFG stock ownership after this transaction?

After the award, Michele Siekerka directly owned 63,551.978 Citizens Financial Group common shares. This figure reflects the updated balance in her direct ownership account following the 132.716-share restricted stock unit credit on February 18, 2026.

How were the new CFG shares granted to Michele Siekerka structured?

The new shares were structured as restricted stock units credited after a dividend. They were granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan and carried a reported price of $0.00 per share on the Form 4.

What indirect Citizens Financial Group holdings are reported for Michele Siekerka?

The filing shows indirect holdings of 6,102 CFG common shares in an IRA and 297 shares each held for a daughter and a son. These entries reflect positions as of February 18, 2026, with no new transaction amounts reported for those accounts.

Does this CFG Form 4 show any stock sales by Michele Siekerka?

The Form 4 does not report any sales by Michele Siekerka. It shows one acquisition of 132.716 shares as a grant or award and lists several indirect holdings, all without any sell transactions on February 18, 2026.