LUCHETTI GONZALO 4

What Happened

• Gonzalo Luchetti, Head of U.S. Personal Banking at Citigroup (C), was credited with 18,104.67 Performance Share Units (PSUs) on 2026-02-20. The reported acquisition is a derivative award (code A) with a $0.00 per‑share purchase price — i.e., a compensation grant rather than an open‑market trade.
• These PSUs are cash‑settled (not actual shares) and are expected to be paid on or about February 28, 2026. The cash value per PSU will be the average closing price of Citigroup common stock over the 20 trading days before January 20, 2026, plus dividends declared from December 31, 2022 through February 28, 2026.

Key Details

• Transaction date: 2026-02-20; Form filed: 2026-02-24.
• Award: 18,104.67 PSUs; reported acquisition price: $0.00 (derivative award).
• Origin: Target PSU award of 35,360.68 granted 2023-02-16; payout determined at 0–150% of target based on Citigroup’s RoTCE and cumulative TBVPS over the 3‑year performance period ending 12/31/2025. Performance resulted in 18,104.67 PSUs being earned (see footnotes).
• Payment: Cash settlement expected ~2026-02-28; valuation formula described above.
• Shares owned after transaction: not provided in the supplied data.
• Filing timing: Form 4 filed 2026-02-24 for a 2026-02-20 transaction (filed several days after the transaction). Section 16 generally requires filings within two business days; investors may note the timing.

Context

• PSUs are performance‑based compensation; these units convert to cash rather than newly issued shares, so this does not directly increase insider shareholdings.
• Such awards are routine executive compensation tied to multi‑year performance metrics and should not be interpreted as an insider market buy or sell signal by itself.