Form 4: Ruttledge Michael reports acquisition/exercise transactions in CFG

Rhea-AI Filing Summary

Ruttledge Michael reported acquisition or exercise transactions in a Form 4 filing for CFG. The filing lists transactions totaling 10,787 shares. Following the reported transactions, holdings were 140,718 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^*

Ruttledge Michael

(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)
	Chief Information Officer

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		10,787(1)	A	$0	140,718	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.
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’s Michael Ruttledge report on this Form 4?

Michael Ruttledge reported receiving an equity award of 10,787 shares of Citizens Financial Group common stock. The shares were granted at $0 per share under the company’s 2014 Omnibus Incentive Plan, increasing his directly held stake in CFG.

How many CFG shares does Michael Ruttledge own after this reported grant?

After the stock award, Michael Ruttledge beneficially owns 140,718 shares of Citizens Financial Group common stock. This total reflects his direct holdings immediately following the 10,787-share grant reported in the Form 4 insider transaction filing.

Was the CFG stock transaction by Michael Ruttledge a purchase or an award?

The transaction was an award, not a market purchase. Ruttledge received 10,787 shares of Citizens Financial Group common stock as a grant under the Amended and Restated 2014 Omnibus Incentive Plan at a stated price of $0 per share.

What is Michael Ruttledge’s role at Citizens Financial Group (CFG)?

Michael Ruttledge serves as Chief Information Officer at Citizens Financial Group. His Form 4 filing reflects equity compensation tied to this executive role, documenting an award of 10,787 shares of common stock under the company’s omnibus incentive plan.

Under which plan did CFG grant shares to Michael Ruttledge?

The shares were granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. This plan allows the company to issue stock-based awards, such as the 10,787-share common stock grant reported in Ruttledge’s Form 4 filing.

Is Michael Ruttledge’s ownership in CFG reported as direct or indirect?

Michael Ruttledge’s ownership in Citizens Financial Group following this transaction is reported as direct. The Form 4 shows 140,718 shares of common stock held directly after receiving the 10,787-share grant, with no indirect ownership nature disclosed.