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Citigroup (C) COO granted 34,255 cash-settled performance share units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Citigroup Inc. Chief Operating Officer Anand Selvakesari reported an equity incentive tied to prior performance. He acquired 34,255.54 Performance Share Units (PSUs), which resulted from a 2023 target award that could range from 0% to 150% based on a three-year performance period ending December 31, 2025.

Each PSU will be settled only in cash, expected on or about February 28, 2026, and is valued using the average closing price of Citigroup common stock over twenty trading days before January 20, 2026, plus equivalent dividends. Following the transactions, he directly holds 231,227.31 shares of Citigroup common stock.

Positive

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Insider Selvakesari Anand
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award Performance Share Units 34,255.54 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Performance Share Units — 34,255.54 shares (Direct); Common Stock — 231,227.31 shares (Direct)
Footnotes (1)
  1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 66,905.35 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 34,255.54 PSUs. (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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Selvakesari Anand
(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)
Chief Operating Officer
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 231,227.31 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 34,255.54 (1)(2) (1)(2) Common Stock 34,255.54 $0 34,255.54(1)(2) D
Explanation of Responses:
1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 66,905.35 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 34,255.54 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.
Anand Selvakesari 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Citigroup (C) report for Anand Selvakesari?

Citigroup reported that Chief Operating Officer Anand Selvakesari acquired 34,255.54 Performance Share Units. These units stem from a 2023 target award whose final size depended on Citigroup’s performance over a three-year period ending December 31, 2025.

How were Anand Selvakesari’s Citigroup (C) Performance Share Units determined?

The 34,255.54 Performance Share Units were earned from a 2023 target award of 66,905.35 units, adjustable from 0% to 150% based on Citigroup’s average RoTCE and cumulative tangible book value per share over the three-year performance period ending December 31, 2025.

How will the Citigroup (C) Performance Share Units be paid to Anand Selvakesari?

Each Performance Share Unit is payable only in cash, expected on or about February 28, 2026. The cash value equals the average Citigroup share closing price over twenty trading days before January 20, 2026, plus equivalent dividends over the specified period.

What performance metrics affect Anand Selvakesari’s Citigroup (C) PSU award?

The PSU payout depends on Citigroup’s average return on tangible common equity and cumulative tangible book value per share. These metrics are measured over a three-year performance period ending December 31, 2025, determining how much of the original target award ultimately vests.

How many Citigroup (C) common shares does Anand Selvakesari hold after this filing?

After the reported transactions, Anand Selvakesari directly holds 231,227.31 shares of Citigroup common stock. This figure reflects his post-transaction ownership position as disclosed, separate from the cash-settled Performance Share Units awarded based on prior performance.

Are Anand Selvakesari’s Citigroup (C) Performance Share Units stock or cash-settled?

The Performance Share Units are cash-settled rather than delivering Citigroup stock. Each unit’s value is tied to the average Citigroup share price over a defined twenty-day period and includes dividends declared on equivalent shares through February 28, 2026.