How many Performance Share Units did Citigroup (C) grant to Sara Wechter originally?

On February 16, 2023, Sara Wechter received a target award of 36,126.83 Performance Share Units . The plan allowed her to earn between 0% and 150% of this target, depending on Citigroup’s return on tangible common equity and cumulative tangible book value per share.

How will Sara Wechter’s Citigroup (C) Performance Share Units be paid out?

Each Performance Share Unit is payable only in cash , not stock. Payment is expected on or about February 28, 2026 , based on the average Citigroup share price over 20 trading days before January 20, 2026, plus equivalent dividends through February 28, 2026.

Citigroup (C) HR chief earns 18,496.94 cash-settled performance units

Q: What did Citigroup (C) disclose about Sara Wechter in this Form 4?

Citigroup reported that Chief Human Resources Officer Sara Wechter acquired 18,496.94 Performance Share Units (PSUs) . These units relate to a long-term incentive award that depends on Citigroup’s profitability and tangible book value performance over a three-year period ending December 31, 2025.

Q: Does this Citigroup (C) Form 4 show any stock buys or sells by Sara Wechter?

The Form 4 shows an acquisition of Performance Share Units as a grant or award, not an open-market stock purchase or sale. It also updates her direct and indirect common stock holdings, but does not report explicit buy or sell transactions in Citigroup shares.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Citigroup Inc. reported that Chief Human Resources Officer Sara Wechter acquired 18,496.94 Performance Share Units (PSUs) tied to long‑term performance. These PSUs stem from a target award of 36,126.83 PSUs granted in 2023, with a payout range from 0% to 150% of target based on results.

The final PSU amount is based on Citigroup’s average return on tangible common equity and cumulative tangible book value per share over the three‑year period ending December 31, 2025. Each PSU will be settled only in cash, expected on or about February 28, 2026, using the average closing price of Citigroup common stock for the 20 trading days immediately before January 20, 2026 plus equivalent dividends.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Wechter Sara

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	18,496.94	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 18,496.94 shares (Direct); Common Stock — 116,061.93 shares (Direct); Common Stock — 10.911 shares (Indirect, By 401(K))

Footnotes (1)

On February 16, 2023 the Reporting Person received from the Issuer a target award of 36,126.83 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 18,496.94 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 04:13 PM

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^*

Wechter Sara

(Last)

(First)

(Middle)

CITIGROUP INC.

388 GREENWICH STREET

(Street)

NEW YORK

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 Human Resources 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								116,061.93	D
Common Stock								10.911	I	By 401(K)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	⁽¹⁾⁽²⁾	02/20/2026		A		18,496.94		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	18,496.94	$0	18,496.94⁽¹⁾⁽²⁾	D

Explanation of Responses:

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 36,126.83 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 18,496.94 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.

	Sara Wechter 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 did Citigroup (C) disclose about Sara Wechter in this Form 4?

Citigroup reported that Chief Human Resources Officer Sara Wechter acquired 18,496.94 Performance Share Units (PSUs). These units relate to a long-term incentive award that depends on Citigroup’s profitability and tangible book value performance over a three-year period ending December 31, 2025.

What performance period applies to Sara Wechter’s Citigroup (C) PSUs?

The Performance Share Units use a three-year performance period ending on December 31, 2025. Citigroup measures average return on tangible common equity and cumulative tangible book value per share over this timeframe to determine how many PSUs are ultimately earned from the original target award.

How is the value of Citigroup (C) PSUs for Sara Wechter calculated?

Each PSU equals the cash value of the average closing price of one Citigroup common share on the NYSE for the 20 trading days immediately before January 20, 2026, plus dividends declared on equivalent shares from December 31, 2022 through February 28, 2026.

Does this Citigroup (C) Form 4 show any stock buys or sells by Sara Wechter?

The Form 4 shows an acquisition of Performance Share Units as a grant or award, not an open-market stock purchase or sale. It also updates her direct and indirect common stock holdings, but does not report explicit buy or sell transactions in Citigroup shares.