LUCHETTI GONZALO 4

What Happened

• Gonzalo Luchetti, Head of U.S. Personal Banking at Citigroup, reported two transactions. On 2026-02-11 he was granted 27,951.02 shares as a deferred stock award (reported at $0.00). On 2026-02-12 he sold 19,974 shares in an open-market transaction for an average price of $115.03, totaling about $2,297,523.
• The grant is a deferred stock award under Citigroup’s 2019 Stock Incentive Plan; the sale was a routine open-market disposition (sales are often routine rather than a signal of company outlook).

Key Details

• Transaction dates & prices:
  • 2026-02-11: Award (code A) — 27,951.02 shares @ $0.00 (deferred stock).
  • 2026-02-12: Sale (code S) — 19,974 shares @ average $115.03; total reported proceeds ≈ $2,297,523. Price range for the sale transactions: $114.88 to $115.286 (per footnote).
• Shares owned after transaction: not disclosed in this Form 4.
• Notable footnotes:
  • F1: Award vests in four equal annual installments starting January 20, 2027; none of the award shares are eligible for immediate sale.
  • F2: The reported sale price is an average; full per-trade details can be provided upon SEC request.
• Filing timeliness: Report covers period 2026-02-11 and was filed 2026-02-13; this appears to be a timely Form 4 filing.

Context

• The award is deferred stock (not a cash bonus or exercised option) and will vest over four years beginning 1/20/2027, so those shares are not immediately marketable.
• The sale was an open-market disposal (not identified as part of a 10b5-1 plan in the filing). Sales by insiders are common for liquidity or tax purposes; the Form 4 does not state the seller’s motivation.