Fraser Jane Nind 4

What Happened
Jane N. Fraser, Chair & CEO of Citigroup, was granted a deferred stock award of 117,775.6 shares on February 11, 2026. The award was reported as an acquisition (grant) at $0.00 per share (award value not stated in the filing) and is a compensation grant rather than an open‑market purchase or sale.

Key Details

• Transaction date: February 11, 2026; Form 4 filed February 12, 2026 (timely filing).
• Transaction type/code: Award/Grant (A) under Citigroup’s 2019 Stock Incentive Plan.
• Shares granted: 117,775.6 shares (reported at $0.00 in the Form 4 as an award).
• Vesting: Footnote indicates the award vests in four equal annual installments beginning January 20, 2027; none of the award is eligible for immediate sale.
• Shares owned after transaction: not specified in the provided filing details.
• No 10b5‑1 plan, tax‑withholding sale, or immediate disposition was reported for this grant.

Context
This is a typical compensation grant (deferred stock) intended for retention and long‑term alignment; such awards are not the same as insider purchases and do not by themselves signal a buying preference in the market. The multi‑year vesting schedule restricts immediate sale and ties value to continued service and future performance.