Citizens Financial (CFG) director gets 283-share dividend RSU credit

Rhea-AI Filing Summary

Citizens Financial Group director Christine M. Cumming reported an automatic equity award tied to dividends rather than an open-market trade. She acquired 283.494 shares of common stock in the form of restricted stock units credited to her account at a price of $0.00 per share.

According to the disclosure, these units were added following the company’s dividend payment under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan. After this grant/award acquisition, her directly owned common stock balance stands at 49,733.017 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^*

Cumming Christine M

(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		283.494(1)	A	$0	49,733.017	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 Christine Cumming report?

Christine M. Cumming reported an automatic grant of 283.494 restricted stock units of Citizens Financial Group common stock. These units were credited to her account in connection with a dividend, under the company’s 2014 Non-Employee Directors Compensation Plan, not through an open-market purchase.

How many CFG shares does Christine Cumming own after this Form 4?

After this transaction, Christine M. Cumming directly owns 49,733.017 shares of Citizens Financial Group common stock. The increase reflects 283.494 restricted stock units credited following a dividend payment under the company’s Amended & Restated 2014 Non-Employee Directors Compensation Plan.

Was the CFG Form 4 transaction an open-market purchase or sale?

The Form 4 transaction was not an open-market purchase or sale. It reflects a grant or award acquisition of 283.494 restricted stock units credited at $0.00 per share, tied to a dividend under the 2014 Non-Employee Directors Compensation Plan for non-employee directors.

What is the nature of the CFG equity award reported by Christine Cumming?

The equity award consists of restricted stock units credited following Citizens Financial Group’s dividend payment. These units were granted under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan, specifically designed for non-employee directors, and represent an automatic dividend-equivalent award.

Does the CFG Form 4 show a change in Christine Cumming’s ownership type?

The Form 4 shows that Christine M. Cumming’s ownership remains direct. The 283.494 restricted stock units were added to her directly held Citizens Financial Group common stock holdings, bringing her direct ownership total to 49,733.017 shares after the grant/award acquisition.