Stock grant lifts Citizens Financial (NYSE: CFG) exec to 107,631 shares

Rhea-AI Filing Summary

Swimmer Theodore C reported acquisition or exercise transactions in this Form 4 filing.

Citizens Financial Group executive Theodore C. Swimmer, Head of Commercial Banking, received a grant of 17,259 shares of common stock on February 11, 2026 under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.

Following this award, he directly owns 107,631 shares of Citizens Financial Group common stock.

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^*

Swimmer Theodore C

(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)
	Head of Commercial Banking

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		17,259(1)	A	$0	107,631	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 executive Theodore C. Swimmer report?

The filing reports that Theodore C. Swimmer received a grant of 17,259 shares of Citizens Financial Group common stock. The award was made on February 11, 2026 under the company’s Amended and Restated 2014 Omnibus Incentive Plan as part of his compensation.

What is the role of Theodore C. Swimmer at Citizens Financial Group (CFG)?

Theodore C. Swimmer serves as Head of Commercial Banking at Citizens Financial Group. This officer position is disclosed in the Form 4, which identifies him as an executive officer rather than a director or 10% owner in the company’s capital structure.

How many CFG shares does Theodore C. Swimmer own after this Form 4 transaction?

After the reported award, Theodore C. Swimmer beneficially owns 107,631 shares of Citizens Financial Group common stock. The Form 4 indicates these shares are held directly, reflecting his updated ownership position following the 17,259-share grant on February 11, 2026.

What was the price per share for the CFG stock granted to Theodore C. Swimmer?

The 17,259 Citizens Financial Group common shares were granted at a price of $0 per share. This indicates a compensatory stock award rather than an open-market purchase, consistent with equity granted under an incentive compensation plan for company executives.

Under what plan was the 17,259-share CFG stock award granted?

The 17,259-share award was granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. This plan provides for equity-based compensation, and the filing notes that the reported common stock grant was made pursuant to this program.

Is Theodore C. Swimmer’s ownership in CFG direct or indirect after this award?

The Form 4 shows that Theodore C. Swimmer’s 107,631 Citizens Financial Group shares are held with direct ownership. The “D” code in the ownership column indicates he directly owns the reported common stock rather than through an intermediary entity or indirect structure.