Habner Pamela 4

What Happened

• Pamela Habner, Head of U.S. Consumer Cards at Citigroup (C), reported two transactions: she was granted a deferred stock award of 19,816.21 shares (no immediate cash value) and sold 29,754 shares in an open-market sale. The sale generated approximately $3,488,945 at an average price of $117.26 per share. The award is reported at $0 cost because it is a deferred stock grant.

Key Details

• Transaction dates: Award reported 2026-02-11; open-market sale executed 2026-02-12; Form 4 filed 2026-02-13.
• Sale details: 29,754 shares sold, average price $117.26, total proceeds ~$3,488,945. Price range across the trades: $117.05 to $117.6557 (see footnote F2).
• Award details: 19,816.21 deferred shares granted under the 2019 Stock Incentive Plan (footnote F1). Vesting: four equal annual installments beginning January 20, 2027; none eligible for immediate sale.
• Shares owned after transaction: not specified in this filing.
• Filing timeliness: Form 4 filed Feb 13, 2026 (appears timely based on reported transaction dates).
• Footnotes: F1 explains vesting schedule and sale restriction; F2 notes the sale price is an average for multiple transactions and fuller details can be provided to the SEC on request.

Context

• The sale was an open-market disposition (S) and the grant was a deferred equity award (A). Sales can be routine (tax or diversification) and do not necessarily indicate a change in insider sentiment; the deferred award cannot be sold immediately and vests over future years.