CITIGROUP INC·4

Feb 24, 4:07 PM ET

Fraser Jane Nind 4

4 · CITIGROUP INC · Filed Feb 24, 2026

Research Summary

AI-generated summary of this filing

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Citigroup (C) CEO Jane Nind Receives 115,668.71 PSU Award

What Happened
Jane Nind, Chair & CEO of Citigroup, received an award of 115,668.71 Performance Share Units (PSUs) reported as a derivative grant on 2026-02-20 (transaction code A). The award is recorded at $0.00 per unit (standard for grants); the PSUs are payable only in cash and are expected to be delivered on or about February 28, 2026. The PSUs represent the earned portion of a February 16, 2023 target award of 225,915.45 PSUs based on performance metrics.

Key Details

  • Transaction date: 2026-02-20; Form 4 filed 2026-02-24 (appears within the standard 2-business-day reporting window).
  • Transaction type: A = Award/Grant (derivative). Reported acquisition amount: 115,668.71 PSUs; price shown $0.00.
  • Payment: PSUs payable in cash on/about Feb 28, 2026. Cash value = average closing price of Citigroup common stock for the 20 trading days ending Jan 20, 2026, plus dividends declared from Dec 31, 2022 through Feb 28, 2026 (per footnote).
  • Origin: Target award granted Feb 16, 2023 (225,915.45 PSUs); payout range 0%–150% based on RoTCE and cumulative TBVPS over the performance period; final earned amount = 115,668.71 PSUs.
  • Shares owned after transaction: Not disclosed in the provided Form 4.

Context
PSUs are performance-based long-term compensation that here pay out in cash rather than stock; this is a compensation realization, not an open-market buy or sell. Such awards reflect company compensation outcomes tied to specific performance goals but do not by themselves indicate the insider’s trading sentiment.

Insider Transaction Report

Form 4
Period: 2026-02-20
Fraser Jane Nind
DirectorChair & CEO
Transactions
  • Award

    Performance Share Units

    [F1][F2]
    2026-02-20+115,668.71115,668.71 total
    Common Stock (115,668.71 underlying)
Holdings
  • Common Stock

    935,831.31
Footnotes (2)
  • [F1]On February 16, 2023 the Reporting Person received from the Issuer a target award of 225,915.45 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 115,668.71 PSUs.
  • [F2](con't) Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2026. 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
Jane Fraser by Joseph B. Wollard, Attorney-in-Fact|2026-02-24

Documents

1 file
  • 4
    ownership.xmlPrimary

    4