Turek Zdenek 4

What Happened
Zdenek Turek, Chief Risk Officer of Citigroup, was credited with 34,248 performance share units (PSUs) tied to a prior 2023 target award and had 5,339.19 shares of common stock withheld to satisfy tax withholding obligations. The withheld shares were valued at $115.55 each, totaling $616,943. The PSUs are cash-settled (recorded at $0 on the Form 4) and are expected to be paid in cash around February 28, 2026.

Key Details

• Transaction date: February 20, 2026 (Form 4 filed February 24, 2026 — filing appears timely).
• Withholding (F): 5,339.19 shares withheld at $115.55 per share — proceeds/withholding value = $616,943 (disposition to cover taxes).
• Award (A): 34,248 PSUs reported as acquired (derivative; recorded at $0 on Form 4).
• PSU background (Footnote): Original target award on Feb 16, 2023 was 66,890.62 PSUs (0–150% payout range). Based on performance through Dec 31, 2025 (RoTCE and cumulative TBVPS), the earned payout was 34,248 PSUs.
• PSU payout mechanics: Each PSU pays in cash equal to the average closing price of Citigroup stock for the 20 trading days before Jan 20, 2026, plus dividends from Dec 31, 2022 through expected payment date; payment expected on/about Feb 28, 2026.
• Shares owned after transaction: not specified in the filing.
• Transaction codes: F = tax withholding (routine); A = award/grant (derivative).

Context
This was not an open-market purchase or directional sale; the PSUs are performance-based and will be paid in cash, and the share disposition was a routine withholding to satisfy tax obligations upon vesting. Such tax-withholding dispositions are common and do not necessarily indicate insider sentiment about the stock.