COLE TITILOPE 4

4 · CITIGROUP INC · Filed Feb 24, 2026

AI-generated summary of this filing

Updated Feb 24, 2026

Citigroup Director Cole Titilope Receives 18,356 PSUs Award

What Happened

Cole Titilope, a director of Citigroup Inc., was granted 18,356.12 performance share units (PSUs) reported as a derivative award on 2026-02-20. The award is cash-settled (reported at $0.00 per share on the Form 4) and is expected to be paid on or about February 28, 2026.

Key Details

Transaction date: 2026-02-20; Form 4 filed: 2026-02-24 (filed timely within the two-business-day window).
Award type: PSUs (derivative, cash-settled) — code A (grant/award).
Shares/units granted: 18,356.12 PSUs (no per-unit dollar shown on Form 4 because payment is cash-settled).
Original target grant (Feb 16, 2023): 35,851.80 PSUs; actual payout is ~18,356.12 PSUs (~51% of target) based on performance for the 2023–2025 period.
Payment mechanics (footnote): Each PSU equals the cash value of the 20-trading-day average closing price of Citigroup common stock ending Jan 20, 2026, plus dividends declared from Dec 31, 2022 through Feb 28, 2026. PSUs are payable only in cash around Feb 28, 2026.
Shares owned after transaction: Not specified in the provided filing excerpt.

Context

This was not a purchase or sale of Citigroup stock but the vesting/payout of a performance-based award tied to Citigroup’s RoTCE and cumulative tangible book value per share over a three-year performance period (2023–2025). Cash-settled PSUs do not transfer shares to the insider; they provide a cash value based on the company’s stock price and declared dividends.

Form 4

Period: 2026-02-20

Director

Transactions

Award
Performance Share Units
[F1][F2]
2026-02-20+18,356.12→ 18,356.12 total
→ Common Stock (18,356.12 underlying)

Holdings

Footnotes (2)

[F1]On February 16, 2023 the Reporting Person received from the Issuer a target award of 35,851.80 Performance Share Units ("PSUs"), with the possibility to earn from 0% to 150% of the target award, based on (i) the Issuer's average return on tangible common equity ("RoTCE") over the three-year period ending on December 31, 2025 (the "Performance Period") and (ii) the Issuer's cumulative tangible book value per share ("TBVPS") over the Performance Period. Based on performance during the Performance Period, the Reporting Person is entitled to receive 18,356.12 PSUs. Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2026.
[F2](con't) Each PSU is equivalent to the cash value of the average of the closing prices of one share of the Issuer's common stock on the New York Stock Exchange for the twenty trading days immediately preceding January 20, 2026, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2022 through February 28, 2026.

Signature

Titilope Cole by Joseph B. Wollard, Attorney-in-Fact|2026-02-24

1 file