Citizens Financial (NYSE: CFG) director granted 216 restricted stock units

Rhea-AI Filing Summary

Citizens Financial Group director Robert G. Leary reported an automatic equity award linked to dividends rather than an open-market trade. He acquired 215.7100 shares of common stock in the form of restricted stock units at a price of $0.00 per share.

The filing explains that these restricted stock units were credited to his account following the company’s dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After this grant, his directly held common stock, including these units, totals 30,715.1150 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^*

Leary Robert G

(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		215.71(1)	A	$0	30,715.115	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 Robert G. Leary report?

Robert G. Leary reported an automatic equity award, acquiring 215.7100 restricted stock units of Citizens Financial Group common stock. The units were credited following a dividend payment under the company’s 2014 Non-Employee Directors Compensation Plan for non-employee directors.

Was Robert G. Leary’s CFG Form 4 a stock purchase or a grant?

The Form 4 reflects a grant of restricted stock units, not an open-market stock purchase. The units were credited at a price of $0.00 per share in connection with dividend payments under Citizens Financial Group’s non-employee director compensation plan.

How many CFG shares does Robert G. Leary hold after this Form 4 transaction?

Following this restricted stock unit credit, Robert G. Leary reports beneficial ownership of 30,715.1150 shares of Citizens Financial Group common stock held directly. This total includes the 215.7100 restricted stock units received in connection with the recent dividend payment.

Why did Robert G. Leary receive 215.7100 CFG restricted stock units?

He received 215.7100 restricted stock units as dividend-equivalent credits under a prior award. The units were added following Citizens Financial Group’s dividend payment pursuant to the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

Does the CFG Form 4 show Robert G. Leary buying or selling shares for cash?

The Form 4 does not show cash buying or selling. Instead, it records an automatic credit of 215.7100 restricted stock units at $0.00 per share, tied to a dividend-equivalent feature in Citizens Financial Group’s non-employee director compensation plan.