Citizens Financial (NYSE: CFG) director receives dividend-based stock units

Rhea-AI Filing Summary

Citizens Financial Group director Claude E. Wade reported an automatic stock-based award. On this Form 4, he acquired 34.705 shares of Citizens Financial Group common stock in the form of restricted stock units at a price of $0.0000 per share.

The footnote explains these restricted stock units were credited to his account after the company’s dividend payment, under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. Following this transaction, Wade directly holds a total of 4,941.582 shares (including these units).

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wade Claude E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	34.705	$0.00	--

Holdings After Transaction: Common Stock — 4,941.582 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Wade Claude E.

(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		34.705(1)	A	$0	4,941.582	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 Citizens Financial Group (CFG) report for Claude E. Wade?

Claude E. Wade reported acquiring 34.705 shares of Citizens Financial Group common stock as restricted stock units at $0.0000 per share. These units were credited automatically following the issuer’s dividend payment under a non-employee directors compensation plan.

How many Citizens Financial Group (CFG) shares does Claude E. Wade hold after this Form 4?

After this transaction, Claude E. Wade holds 4,941.582 shares of Citizens Financial Group common stock, including restricted stock units. This total reflects the 34.705 units credited to his account following the company’s dividend payment under the directors compensation plan.

What type of securities did Claude E. Wade acquire in the latest CFG Form 4?

Claude E. Wade acquired Citizens Financial Group common stock in the form of restricted stock units. The filing shows 34.705 units credited at a price of $0.0000 per share, tied to the company’s dividend and granted under the 2014 Non-Employee Directors Compensation Plan.

Was cash paid for the Citizens Financial Group (CFG) shares reported in this Form 4?

No cash was paid for these shares; the transaction price per share is listed as $0.0000. The 34.705 restricted stock units were credited to Claude E. Wade’s account as a dividend-equivalent award under the non-employee directors compensation plan.

What plan governs the restricted stock units reported for CFG director Claude E. Wade?

The restricted stock units were granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. The Form 4 footnote states the units were credited after the issuer’s dividend payment pursuant to this specific plan.

Is the CFG Form 4 for Claude E. Wade an open-market stock purchase?

The Form 4 describes a grant or award acquisition of 34.705 restricted stock units, not an open-market purchase. The units were credited automatically after a dividend payment under the company’s 2014 Non-Employee Directors Compensation Plan for non-employee directors.