Form 4: VAN SAUN BRUCE reports acquisition/exercise transactions in CFG

Rhea-AI Filing Summary

VAN SAUN BRUCE reported acquisition or exercise transactions in a Form 4 filing for CFG. The filing lists transactions totaling 89,433 shares. Following the reported transactions, holdings were 1,297,531 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

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^*

VAN SAUN BRUCE

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		89,433(1)	A	$0	1,297,531	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 Chairman and CEO Bruce Van Saun report?

Bruce Van Saun reported receiving an equity award of 89,433 CFG common shares. The award was granted on February 11, 2026, at a price of $0.00 per share under the company’s Amended and Restated 2014 Omnibus Incentive Plan as part of his executive compensation.

How many Citizens Financial Group (CFG) shares does Bruce Van Saun own after this award?

After the reported award, Bruce Van Saun beneficially owns 1,297,531 CFG shares. This total reflects his direct ownership of common stock following the February 11, 2026 grant of 89,433 shares reported in the Form 4 insider filing.

Was Bruce Van Saun’s February 2026 CFG stock transaction a market purchase or sale?

The February 2026 transaction was a stock award, not a market trade. The Form 4 shows transaction code “A” for an acquisition via grant or award, with 89,433 shares received at $0.00 per share under Citizens’ 2014 Omnibus Incentive Plan.

What plan governed the 89,433-share award to the CFG CEO?

The 89,433-share award was granted under the Citizens Financial Group 2014 Omnibus Incentive Plan. The footnote explains that these common shares, par value $0.01, were issued pursuant to the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.

What role does Bruce Van Saun hold at Citizens Financial Group (CFG)?

Bruce Van Saun serves as Chairman and Chief Executive Officer of Citizens Financial Group. The Form 4 identifies him as both a director and an officer of the company, with the specific officer title listed as “Chairman and CEO” in the reporting person’s relationship section.

How is the February 11, 2026 CFG insider transaction classified on the Form 4?

The transaction is classified with code “A” for a grant, award, or other acquisition. It covers 89,433 non-derivative common shares at $0.00 per share, resulting in total direct beneficial ownership of 1,297,531 Citizens Financial Group shares after the transaction.