Garg Sunil 4

What Happened
Sunil Garg, CEO of Citibank, N.A., received an award of 20,066.01 Performance Share Units (PSUs) reported on Feb 20, 2026 (recorded as a derivative award, $0.00 per share). These PSUs are cash-settled — each PSU equals the cash value of the average closing price of Citigroup common stock for the 20 trading days before Jan 20, 2026, plus dividends, and payment is expected on or about Feb 28, 2026. The PSUs were earned under a 2023 target award and are paid based on three-year performance metrics rather than an open-market purchase or sale.

Key Details

• Transaction date: 2026-02-20; Form filed: 2026-02-24 (timely filed).
• Transaction code: A (award/grant); 20,066.01 PSUs acquired at $0.00 (derivative award).
• Shares owned after transaction: Not specified in the provided filing; these PSUs are cash-settled and do not immediately increase share ownership.
• Footnote highlights:
  • Original target award (declared Feb 16, 2023) was 39,191.42 PSUs; 20,066.01 PSUs were earned (≈51.2% of target) based on performance over 2023–2025 (RoTCE and TBVPS metrics).
  • Each PSU converts to a cash payment calculated from the average closing stock price for the 20 trading days before Jan 20, 2026 plus dividends; payment expected ~Feb 28, 2026.

Context: This was a performance-based, cash-settled compensation payout tied to multi-year company performance metrics, not an open-market trade. Such awards are routine executive compensation and do not by themselves signal a buy/sell decision by the insider.