Torres Cantu Ernesto 4

What Happened

• Ernesto Torres, Head of International at Citigroup, was granted 30,530.50 Performance Share Units (PSUs) tied to prior performance and had 8,041.66 shares withheld to satisfy tax withholding on vesting. The withheld shares were disposed at $115.55 each for total proceeds of $929,214. The PSUs are cash‑settled and expected to be paid on or about February 28, 2026.

Key Details

• Transaction date: February 20, 2026.
• Tax‑withholding disposal: 8,041.66 shares @ $115.55 = $929,214 (transaction code F).
• Award/acquisition: 30,530.50 PSUs (transaction code A); no immediate stock issued (derivative; cash‑settled).
• PSU background: Target award originally 59,629.89 PSUs (granted Feb 16, 2023); actual payout 30,530.50 PSUs based on performance over the 3‑year period ending Dec 31, 2025 (F2).
• PSU payout mechanics: Each PSU is payable in cash based on the average closing price of Citigroup stock over the 20 trading days before Jan 20, 2026 plus dividends from Dec 31, 2022 through Feb 28, 2026; payment expected ~Feb 28, 2026 (F3).
• Shares owned after transaction: Not disclosed in this filing.
• Filing timeliness: Report filed Feb 24, 2026 for a Feb 20, 2026 transaction — appears to be later than the typical Form 4 reporting window.

Context

• The award is a performance‑based, cash‑settled grant (PSUs), not an open‑market stock purchase. The withholding of shares (code F) is a routine disposal to cover tax withholding obligations upon vesting and does not necessarily indicate selling for investment reasons.
• For retail investors, PSUs reflect compensation tied to company performance; the cash settlement means no new shares were issued to the insider at vesting.