COLE TITILOPE 4

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.