Citizens Financial (CFG) director awarded 258-share dividend-based stock grant

Rhea-AI Filing Summary

Citizens Financial Group director Terrance Lillis reported a stock-based award linked to dividend payments. He acquired 258.151 shares of common stock at a stated price of $0.0000 per share, credited as restricted stock units under the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan.

After this grant, his directly held common stock totaled 36,758.365 shares. The filing also notes 4,000 shares of common stock held indirectly through his spouse’s revocable trust, reflecting a separate ownership position rather than a new transaction.

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^*

Lillis Terrance

(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		258.151(1)	A	$0	36,758.365	D
Common Stock								4,000	I	Held by spouse in revocable trust

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 Terrance Lillis?

Citizens Financial Group reported director Terrance Lillis acquiring 258.151 common shares as restricted stock units. These units were credited following a dividend payment under the company’s 2014 Non-Employee Directors Compensation Plan, increasing his directly held stake while involving no cash purchase.

How many Citizens Financial Group (CFG) shares does Terrance Lillis hold after this transaction?

After the reported grant, Terrance Lillis directly holds 36,758.365 Citizens Financial Group common shares. The filing also notes 4,000 additional shares held indirectly through his spouse’s revocable trust, reflecting a separate ownership position disclosed as indirect beneficial ownership.

What is the nature of the 258.151 Citizens Financial Group (CFG) shares granted to Terrance Lillis?

The 258.151 shares represent restricted stock units credited to Lillis’s account. They were granted following Citizens Financial Group’s dividend payment, pursuant to the Amended & Restated 2014 Non-Employee Directors Compensation Plan, and are characterized as a grant, award, or other acquisition.

Did Terrance Lillis pay cash for the 258.151 Citizens Financial Group (CFG) shares?

No cash outlay is indicated for the 258.151 shares, which show a transaction price of $0.0000 per share. The units were credited as restricted stock units tied to a dividend payment under Citizens Financial Group’s non-employee directors compensation plan.

What indirect Citizens Financial Group (CFG) holdings related to Terrance Lillis are disclosed?

The filing discloses 4,000 Citizens Financial Group common shares held indirectly, described as being “Held by spouse in revocable trust.” This position is classified as indirect ownership and is separate from Lillis’s directly held shares after the restricted stock unit grant.