Wechter Sara 4

What Happened
Sara Wechter, Chief Human Resources Officer of Citigroup, was credited with 18,496.94 Performance Share Units (PSUs) on 2026-02-20 (transaction code A — award). The filing shows these PSUs were recorded at $0.00 because they are a derivative, performance-based award payable in cash; payment is expected on or about Feb 28, 2026. The PSUs represent roughly 51.2% of an original target award of 36,126.83 PSUs granted on Feb 16, 2023, after performance for the three-year period ending Dec 31, 2025 was measured.

Key Details

• Transaction date: 2026-02-20; Form 4 filed: 2026-02-24 (timely — filed within the standard two business days).
• Award: 18,496.94 PSUs recorded at $0.00 (derivative award).
• Shares owned after transaction: Not disclosed in the provided filing excerpt.
• Footnote summary: The PSUs were part of a 2023 target award subject to Citigroup’s RoTCE and cumulative TBVPS performance over 2023–2025; payout is in cash, calculated as the average closing price of Citigroup common stock for the 20 trading days before Jan 20, 2026, plus dividends from Dec 31, 2022 through Feb 28, 2026. Payment expected ~Feb 28, 2026.
• Transaction type: Performance-based cash award (derivative), not an open-market buy or sale.

Context
Performance Share Units are compensation tied to multi-year company performance; they are paid in cash here rather than shares. Such awards are routine executive compensation and do not indicate an insider buying or selling stock on the open market.