CITIGROUP INC 8-K

What Happened
Citigroup filed an 8-K reporting that on February 11, 2026 the Compensation, Performance Management and Culture Committee approved 2025 incentive compensation awards for CEO Jane Fraser. Her total 2025 compensation is $42.0 million: a $1.5 million base salary plus $40.5 million in incentive awards. The incentive award is split into cash (15%, $6.075M), deferred stock (35%, $14.175M, vests ratably over 4 years subject to performance conditions) and performance share units (50%, $20.25M, vesting tied to 3-year tangible book value per share and weighted average return on tangible common equity). The number of deferred shares and PSU targets were calculated using the five-business-day average Citi share price prior to the grant date ($120.356).

Key Details

• Total 2025 CEO pay: $42.0M (Base $1.5M; Incentive $40.5M — Cash $6.075M; Deferred Stock $14.175M; PSUs $20.25M).
• Company performance cited: each of Citi’s five core businesses reported record 2025 revenues and positive operating leverage; firm-wide net income +13% and revenues +6% vs. 2024.
• Capital and returns: CET1 ratio 13.2% (above regulatory requirement); Citi returned over $17.5 billion to common shareholders in 2025 via buybacks and dividends.
• Operational and regulatory progress: OCC terminated its July 2024 amendment to Citibank’s 2020 Consent Order; ongoing simplification/divestitures (agreement to sell Poland consumer business, internal approvals to sell remaining Russia institutional operations, and a closed sale of a 25% Banamex stake).

Why It Matters
The filing shows Citi’s board tied the CEO’s pay heavily to performance and multi‑year metrics (deferred stock and PSUs), which aligns compensation with sustained financial improvement and shareholder returns. The disclosed company metrics (revenue and net income growth, capital ratio, and $17.5B returned to shareholders) provide context for the payout and may be relevant to investors assessing management execution and capital return policy. More detailed disclosure about this award and other named executive officers will appear in Citi’s 2026 Proxy Statement expected in April 2026.