Citigroup (C) executive earns 22,075 cash-settled performance units after 3-year test

Rhea-AI Filing Summary

Citigroup Inc. reported that executive Skyler Edward, Head of Enterprise Services & Public Affairs, acquired 22,075.62 Performance Share Units (PSUs) as a grant tied to long-term performance. These PSUs were earned from a 2023 target award based on Citigroup’s average return on tangible common equity and cumulative tangible book value per share over a three-year performance period ending December 31, 2025.

Each PSU is payable only in cash, with payment expected on or about February 28, 2026. The cash value will equal the average closing price of Citigroup common stock over twenty trading days preceding January 20, 2026, plus dividends on equivalent shares over the measurement period. Following this award, Edward’s directly held common stock position is reported at 207,022 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Skyler Edward

(Last) (First) (Middle)

CITIGROUP INC.

388 GREENWICH STREET

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Hd of Ent Svc & Public Affairs

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								207,022	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(1)(2)	02/20/2026		A		22,075.62		(1)(2)	(1)(2)	Common Stock	22,075.62	$0	22,075.62(1)(2)	D

Explanation of Responses:

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 43,116.45 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 22,075.62 PSUs.

2. (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.

	Edward Skyler by Joseph B. Wollard, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Citigroup (C) executive Skyler Edward report on this Form 4?

Citigroup executive Skyler Edward reported acquiring 22,075.62 Performance Share Units as a performance-based grant. These units were earned from a 2023 target award and are tied to Citigroup’s return on tangible common equity and tangible book value per share over a three-year period.

Are the Performance Share Units reported by Citigroup (C) payable in stock or cash?

The Performance Share Units are payable only in cash, not in Citigroup stock. Each unit’s value equals the average closing price of Citigroup common shares over a set 20-day period, plus dividends on equivalent shares over the applicable timeframe.

When are the Performance Share Units for Citigroup (C) executive Skyler Edward expected to be paid?

The Performance Share Units are expected to be settled in cash on or about February 28, 2026. The final cash amount will depend on Citigroup’s share price over a defined 20-day window and dividends during the performance period ending December 31, 2025.

What performance metrics determined Skyler Edward’s earned PSUs at Citigroup (C)?

The earned 22,075.62 PSUs were based on Citigroup’s average return on tangible common equity and cumulative tangible book value per share. These metrics were measured over a three-year performance period ending December 31, 2025, with a possible payout range of 0% to 150% of the original target.

How many Citigroup (C) common shares does Skyler Edward hold after this Form 4?

After the reported transactions, Skyler Edward is shown as directly holding 207,022 shares of Citigroup common stock. This reported common share balance is separate from the cash-settled Performance Share Units disclosed in the same insider filing.

What was the original target Performance Share Unit award granted to Skyler Edward at Citigroup (C)?

On February 16, 2023, Skyler Edward received a target award of 43,116.45 Performance Share Units. The actual earned amount could range from 0% to 150% of this target, depending on Citigroup’s specified financial performance over the three-year measurement period.