Citizens Financial (NYSE: CFG) awards 34,951 shares to commercial bank chair

Rhea-AI Filing Summary

MCCREE DONALD H III reported acquisition or exercise transactions in this Form 4 filing.

Citizens Financial Group executive Donald H. McCree III, Chair of the Commercial Bank, received an award of 34,951 shares of common stock on February 11, 2026. The shares were granted at a price of $0 per share under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. Following this equity award, McCree directly beneficially owns 229,871 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

OMB APPROVAL

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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^*

MCCREE DONALD H III

(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)
	Chair of the Commercial Bank

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		34,951(1)	A	$0	229,871	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.
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FAQ

What insider transaction did CFG executive Donald H. McCree report?

Donald H. McCree III reported an acquisition of 34,951 shares of Citizens Financial Group common stock. The shares were granted as an equity award at $0 per share under the company’s 2014 Omnibus Incentive Plan, increasing his direct beneficial ownership to 229,871 shares.

Was the CFG insider transaction a purchase or an award of shares?

The transaction was an award of shares, not an open-market purchase. Donald H. McCree III received 34,951 Citizens Financial Group common shares at $0 per share as a grant under the Amended and Restated 2014 Omnibus Incentive Plan, reflecting equity-based compensation.

How many CFG shares does Donald H. McCree own after this Form 4 filing?

After the reported award, Donald H. McCree III directly beneficially owns 229,871 shares of Citizens Financial Group common stock. This total includes the newly granted 34,951 shares awarded on February 11, 2026, under the company’s omnibus incentive compensation plan.

What plan was used for the Citizens Financial Group share award to McCree?

The share award to Donald H. McCree III was granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. This plan provides equity-based compensation in the form of common stock awards to company executives and other eligible participants.

What role does Donald H. McCree hold at Citizens Financial Group (CFG)?

Donald H. McCree III serves as Chair of the Commercial Bank at Citizens Financial Group. His Form 4 filing reflects equity compensation tied to this executive role, including the February 11, 2026 award of 34,951 shares of Citizens common stock at $0 per share.

What was the transaction code used in Donald McCree’s CFG Form 4?

The Form 4 lists transaction code “A” for Donald H. McCree III’s activity. Code A indicates a grant, award, or other acquisition, here representing the 34,951-share common stock award under Citizens Financial Group’s Amended and Restated 2014 Omnibus Incentive Plan.