CITIGROUP INC·4

Feb 24, 4:08 PM ET

KHALIQ SYED SHAHMIR 4

4 · CITIGROUP INC · Filed Feb 24, 2026

Research Summary

AI-generated summary of this filing

Updated

Citigroup (C) Head of Services Khaliq Shahmir Receives Award

What Happened
Khaliq Syed Shahmir, Head of Services at Citigroup, was granted 19,613.39 performance share units (PSUs) reported as an award on 2026-02-20. The Form 4 records the acquisition as a derivative award with a reported price of $0.00 (code A). The PSUs are cash-settled and are expected to be paid on or about February 28, 2026; the filing does not state a dollar amount since payout will be based on a subsequent price calculation.

Key Details

  • Transaction date: 2026-02-20 (Form 4 filed 2026-02-24 — timely filing).
  • Transaction type/code: Award (A) of 19,613.39 PSUs; reported price $0.00 (derivative).
  • Payment: PSUs payable in cash on/about Feb 28, 2026.
  • Value calculation: Cash payout equals the average closing price of Citigroup stock for the 20 trading days immediately preceding Jan 20, 2026, plus dividends declared from Dec 31, 2022 through Feb 28, 2026 (per footnote).
  • Original target: On Feb 16, 2023 Shahmir received a target award of 38,307.40 PSUs (0–150% payout range); based on performance for 2023–2025 he earned 19,613.39 PSUs (≈51.2% of target).
  • Shares owned after transaction: Not reported on this filing.
  • Footnotes: F1/F2 describe performance metrics (RoTCE and TBVPS over the 3‑year performance period) and the cash‑settlement formula.

Context
This was a performance-based PSU award (derivative, cash-settled), not an open-market purchase or sale. PSUs reflect compensation tied to multi-year performance goals (return on tangible common equity and tangible book value per share) and do not represent immediate stock trading by the insider. Because payout is cash-settled and based on a later price average, the final dollar value will be known when the payment is made.

Insider Transaction Report

Form 4
Period: 2026-02-20
KHALIQ SYED SHAHMIR
Head of Services
Transactions
  • Award

    Performance Share Units

    [F1][F2]
    2026-02-20+19,613.3919,613.39 total
    Common Stock (19,613.39 underlying)
Holdings
  • Common Stock

    117,226.53
Footnotes (2)
  • [F1]On February 16, 2023 the Reporting Person received from the Issuer a target award of 38,307.40 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 19,613.39 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
Syed Shahmir Khaliq by Joseph B. Wollard, Attorney-in-Fact|2026-02-24

Documents

1 file
  • 4
    ownership.xmlPrimary

    4