McIntosh Brent 4

What Happened
Brent McIntosh, Citigroup’s Chief Legal Officer & Corporate Secretary, was awarded 27,519.09 Performance Share Units (PSUs) on 2026-02-20. The grant is reported as a derivative award (code A) with an acquisition price of $0.00; the PSUs are payable only in cash and are expected to be paid on or about February 28, 2026.

Key Details

• Transaction date: 2026-02-20; Form 4 filed 2026-02-24 (timely filed).
• Award type/code: Performance Share Units (derivative award, code A).
• Shares/units awarded: 27,519.09 PSUs (cash-settled). Reported acquisition price: $0.00.
• Original target: 53,748.23 PSUs granted 2023-02-16 with 0%–150% payout range; the earned amount (27,519.09) is about 51% of target.
• Cash value determination: Each PSU equals the cash value of one share based on the average closing price for the 20 trading days before Jan 20, 2026, plus dividends declared from Dec 31, 2022 through Feb 28, 2026. Final cash payout will be calculated at settlement.
• Shares owned after transaction: Not specified in this filing.
• Filing timeliness: Filed within required period (not flagged late).

Context
PSUs are performance-based, cash-settled awards tied to Citigroup’s RoTCE and cumulative tangible book value per share over the 2023–2025 performance period. Because these units are paid in cash rather than delivered as stock, this award does not change the insider’s share count directly but does represent compensation earned based on company performance. Such awards are routine long-term compensation and do not by themselves indicate the insider’s short-term trading sentiment.