Citigroup executive granted 18,104 PSUs in cash

Citigroup Inc. reported that Gonzalo Luchetti, Head of U.S. Personal Banking, acquired 18,104.67 Performance Share Units (PSUs) tied to a prior target award.

Rhea-AI Filing Summary

Citigroup Inc. reported that Gonzalo Luchetti, Head of U.S. Personal Banking, acquired 18,104.67 Performance Share Units (PSUs) tied to a prior target award. These PSUs became earned 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, expected to be delivered on or about February 28, 2026, and is valued using the average closing price of Citigroup common stock over twenty trading days preceding January 20, 2026, plus applicable dividends. Following these transactions, Luchetti directly holds 82,588.22 shares of Citigroup common stock.

Insider Trade Summary

Grant/Award: 18,104.67 shares

Grant/Award 2 txns

Insider LUCHETTI GONZALO

Role Head of U.S. Personal Banking

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	18,104.67	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 18,104.67 contracts (Direct); Common Stock — 82,588.22 shares (Direct)

Footnotes (2)

1. F1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 35,360.68 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 18,104.67 PSUs.
2. F2. (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.

FAQ

What did Gonzalo Luchetti report in this Citigroup (C) Form 4 filing?

The filing shows Gonzalo Luchetti acquired 18,104.67 Performance Share Units. These units were earned from a 2023 target award based on Citigroup’s three-year return on tangible common equity and cumulative tangible book value per share performance through December 31, 2025.

Are the Performance Share Units in Citigroup (C) stock or cash for Gonzalo Luchetti?

The Performance Share Units are payable only in cash, not stock. Each PSU equals the cash value of Citigroup’s average share price over twenty trading days before January 20, 2026, plus dividends declared on equivalent shares during the specified period.

When will Gonzalo Luchetti’s Citigroup (C) Performance Share Units be paid?

The PSUs are expected to be delivered in cash on or about February 28, 2026. The final cash amount will reflect Citigroup’s average share price over a defined twenty-day window and dividends from December 31, 2022 through February 28, 2026.

How were Gonzalo Luchetti’s Citigroup (C) Performance Share Units determined?

The earned 18,104.67 PSUs come from a 35,360.68 target award granted in February 2023. The number was set based on Citigroup’s average return on tangible common equity and cumulative tangible book value per share over the three-year performance period ending December 31, 2025.

How many Citigroup (C) common shares does Gonzalo Luchetti hold after this filing?

After the reported transactions, Gonzalo Luchetti directly holds 82,588.22 shares of Citigroup common stock. This reflects his direct ownership position as of the transaction date disclosed in the Form 4, separate from the cash-settled Performance Share Units.

What was the original target award of Citigroup (C) PSUs granted to Gonzalo Luchetti?

In February 2023, Luchetti received a target award of 35,360.68 Performance Share Units. The plan allowed him to earn between 0% and 150% of this target, depending on Citigroup’s three-year return on tangible common equity and cumulative tangible book value per share performance.

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Accepted by SEC EDGAR 02/24/2026 - 04:09 PM Learn about SEC filing dates

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^*

LUCHETTI GONZALO

(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)
	Head of U.S. Personal Banking

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								82,588.22	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		18,104.67		(1)(2)	(1)(2)	Common Stock	18,104.67	$0	18,104.67(1)(2)	D

Explanation of Responses:

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 35,360.68 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 18,104.67 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.

	Gonzalo Luchetti 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.
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