Mason Mark 4
4 · CITIGROUP INC · Filed Feb 24, 2026
Research Summary
AI-generated summary of this filing
Citigroup CFO Mark Mason Sells 3,627 Shares, Receives 39,347 PSUs
What Happened
Mark Mason, Chief Financial Officer of Citigroup Inc. (C), reported two dispositions on Feb 20, 2026: 1,627 shares sold at $114.40 ($186,128) and 2,000 shares sold at $114.96 ($229,917), totaling 3,627 shares and ~$416,045. On the same date he was credited with 39,347.48 performance share units (PSUs) valued at $0 in the filing because they are a cash‑settled award (derivative).
Key Details
- Transaction dates: Feb 20, 2026 (sales and PSU award); Form 4 filed Feb 24, 2026 (timely filing).
- Sales: 1,627 shares @ $114.40 = $186,128; 2,000 shares @ $114.96 = $229,917; total proceeds ≈ $416,045. Reported as open‑market or private sales (code S).
- Award: 39,347.48 PSUs (code A), cash‑settled; reported acquisition price $0 in filing. PSUs expected to be paid on or about Feb 28, 2026.
- Footnote summary: On Feb 16, 2023 Mason received a target award of 76,850.54 PSUs (0–150% payout). Based on Citigroup’s performance (average RoTCE and cumulative TBVPS for 2023–2025), he earned 39,347.48 PSUs. PSU cash value is based on the average closing price of Citigroup common stock for the 20 trading days before Jan 20, 2026 plus dividends declared from Dec 31, 2022 through Feb 28, 2026.
- Shares owned after the transactions: not specified in the provided filing excerpt.
Context
- The PSUs are a performance award payable in cash (not newly issued shares); the $0 acquisition price in the Form 4 reflects that structure.
- Sales were reported as dispositions (S); such open‑market sales are common for executives and do not, by themselves, indicate company outlook.
- Filing was submitted within required SEC timing (filed Feb 24 for Feb 20 transactions).
Insider Transaction Report
Form 4
Mason Mark
Chief Financial Officer
Transactions
- Sale
Common Stock
2026-02-20$114.40/sh−1,627$186,128→ 235,788.63 total - Sale
Common Stock
2026-02-20$114.96/sh−2,000$229,917→ 233,788.63 total - Award
Performance Share Units
[F1][F2]2026-02-20+39,347.48→ 39,347.48 total→ Common Stock (39,347.48 underlying)
Holdings
- 349.229(indirect: By 401(k))
Common Stock
Footnotes (2)
- [F1]On February 16, 2023 the Reporting Person received from the Issuer a target award of 76,850.54 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 39,347.48 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
Mark Mason by Joseph B. Wollard, Attorney-in-Fact|2026-02-24