Citizens Financial (CFG) director receives 163.8 dividend RSUs in grant

Rhea-AI Filing Summary

Citizens Financial Group director Christopher Swift reported an automatic stock-based award rather than an open-market trade. He acquired 163.8 shares of common stock in the form of restricted stock units credited to his account at a price of $0.00 per share.

The units were added following a dividend payment under Citizens Financial Group’s Amended & Restated 2014 Non-Employee Directors Compensation Plan. After this dividend-equivalent award, Swift’s directly owned common stock balance increased to 23,323.609 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Swift Christopher

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	163.8	$0.00	--

Holdings After Transaction: Common Stock — 23,323.609 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^*

Swift Christopher

(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		163.8	A(1)	$0	23,323.609	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 did Citizens Financial Group (CFG) director Christopher Swift report on this Form 4?

Christopher Swift reported an automatic acquisition of 163.8 shares of Citizens Financial Group common stock. These were credited as restricted stock units tied to a dividend payment under the company’s 2014 Non-Employee Directors Compensation Plan, not purchased in the open market.

Was Christopher Swift’s Citizens Financial Group (CFG) Form 4 a stock purchase or a grant?

The Form 4 shows a grant-type acquisition, not a purchase. Swift received 163.8 restricted stock units at $0.00 per share, credited following a dividend payment under the Amended & Restated 2014 Non-Employee Directors Compensation Plan.

How many Citizens Financial Group (CFG) shares does Christopher Swift hold after this Form 4 transaction?

After the transaction, Christopher Swift’s direct ownership increased to 23,323.609 Citizens Financial Group common shares. This total reflects the additional 163.8 restricted stock units credited to his account as dividend equivalents under the company’s non-employee director compensation plan.

What is the significance of the 163.8 restricted stock units in Christopher Swift’s Citizens Financial Group (CFG) filing?

The 163.8 restricted stock units represent dividend-equivalent credits under a director compensation plan. They show ongoing stock-based compensation alignment for non-employee directors, rather than active buying or selling of Citizens Financial Group shares in the open market.

At what price were the Citizens Financial Group (CFG) shares acquired in Christopher Swift’s Form 4?

The reported acquisition price was $0.00 per share because the 163.8 shares were granted as restricted stock units. They were automatically credited following a dividend payment under Citizens Financial Group’s Amended & Restated 2014 Non-Employee Directors Compensation Plan.