KHALIQ SYED SHAHMIR 4

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.