Citigroup (NYSE: C) CEO Jane Fraser awarded 115,668 cash PSUs

Rhea-AI Filing Summary

Fraser Jane Nind reported acquisition or exercise transactions in this Form 4 filing.

Citigroup Inc. Chair & CEO Jane Fraser reported an award of 115,668.71 Performance Share Units (PSUs) as of February 20, 2026. These PSUs relate to a target award granted in February 2023 and were determined based on Citigroup’s return on tangible common equity and tangible book value per share over the three-year period ending December 31, 2025.

Each PSU is payable only in cash, expected to be delivered on or about February 28, 2026, and is tied to the cash value of the average closing price of Citigroup common stock over twenty trading days immediately preceding January 20, 2026, plus specified dividends. Following these transactions, Fraser held 935,831.31 shares of Citigroup common stock directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fraser Jane Nind

Role Chair & CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	115,668.71	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 115,668.71 shares (Direct); Common Stock — 935,831.31 shares (Direct)

Footnotes (1)

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 225,915.45 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 115,668.71 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
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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^*

Fraser Jane Nind

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair & CEO

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								935,831.31	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		115,668.71		(1)(2)	(1)(2)	Common Stock	115,668.71	$0	115,668.71(1)(2)	D

Explanation of Responses:

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 225,915.45 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 115,668.71 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.

	Jane Fraser 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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FAQ

What did Citigroup (C) CEO Jane Fraser report in this Form 4 filing?

Jane Fraser reported an acquisition of 115,668.71 Performance Share Units (PSUs). These units were earned from a February 2023 target award based on Citigroup’s three-year return on tangible common equity and tangible book value per share performance through December 31, 2025.

How many Performance Share Units did Jane Fraser ultimately earn at Citigroup (C)?

Jane Fraser earned 115,668.71 Performance Share Units. The original February 2023 target was 225,915.45 PSUs, with a 0%–150% payout range, and the final amount was determined by Citigroup’s three-year performance ending December 31, 2025.

Are the Performance Share Units in Jane Fraser’s Citigroup (C) Form 4 paid in stock or cash?

The Performance Share Units reported for Jane Fraser are payable only in cash. Each PSU equals the cash value of the average Citigroup share price over twenty trading days before January 20, 2026, plus dividends from December 31, 2022 through February 28, 2026.

When is Jane Fraser expected to receive cash payment for the Citigroup (C) PSUs?

Cash payment for Jane Fraser’s 115,668.71 Performance Share Units is expected on or about February 28, 2026. The payout amount will be based on the specified average Citigroup share price window and accumulated dividends through that same date.

What performance metrics determined Jane Fraser’s Citigroup (C) PSU payout?

Her PSU payout was determined by Citigroup’s average return on tangible common equity and cumulative tangible book value per share. These metrics were measured over the three-year performance period ending December 31, 2025 and drove the final 115,668.71-unit award.

How many Citigroup (C) common shares did Jane Fraser hold after the reported transactions?

After the reported transactions, Jane Fraser held 935,831.31 shares of Citigroup common stock directly. This figure reflects her direct ownership position as of the February 20, 2026 transaction date disclosed in the filing.