Citigroup grants 19,613 PSUs to services head

Citigroup Inc. Head of Services Syed Shahmir Khaliq reported an acquisition of 19,613.39 Performance Share Units that were earned from a 2023 target award based on performance through December 31, 2025.

Rhea-AI Filing Summary

Citigroup Inc. Head of Services Syed Shahmir Khaliq reported an acquisition of 19,613.39 Performance Share Units that were earned from a 2023 target award based on performance through December 31, 2025. Each PSU will be paid only in cash around February 28, 2026, based on the average Citigroup share price and dividends over specified periods. Following this award, he directly holds 117,226.53 shares of Citigroup common stock.

Insider Trade Summary

Grant/Award: 19,613.39 shares

Grant/Award 2 txns

Insider KHALIQ SYED SHAHMIR

Role Head of Services

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	19,613.39	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 19,613.39 contracts (Direct); Common Stock — 117,226.53 shares (Direct)

Footnotes (2)

1. F1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 38,307.40 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 19,613.39 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

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What did Citigroup (C) executive Syed Shahmir Khaliq report on this Form 4?

He reported an acquisition of 19,613.39 Performance Share Units earned from a prior target award. These units are tied to Citigroup’s return on tangible common equity and tangible book value per share over a three-year period ending December 31, 2025.

How are the 19,613.39 Performance Share Units for Citigroup (C) valued?

Each Performance Share Unit is payable only in cash, equal to the cash value of the average closing price of one Citigroup share over twenty trading days before January 20, 2026. The value also includes dividends declared on equivalent shares through February 28, 2026.

When will Syed Shahmir Khaliq receive cash for the Citigroup (C) Performance Share Units?

The cash payment for the Performance Share Units is expected on or about February 28, 2026. The amount will depend on Citigroup’s average share price over a defined January 2026 period plus specified dividends through that delivery date.

What performance period determined the number of Citigroup (C) PSUs earned?

The earned 19,613.39 Performance Share Units were based on performance over a three-year period ending December 31, 2025. Citigroup’s average return on tangible common equity and cumulative tangible book value per share during this period drove the final payout level.

How many Citigroup (C) common shares does Syed Shahmir Khaliq directly hold after this report?

After the reported transactions, he directly holds 117,226.53 shares of Citigroup common stock. This figure reflects his direct ownership position reported as of the transaction date and is separate from the cash-settled Performance Share Units.

Were the Citigroup (C) Performance Share Units part of a larger target award?

Yes. In February 2023, he received a target award of 38,307.40 Performance Share Units, with a possible payout from 0% to 150% of target. Based on subsequent performance, he ultimately became entitled to 19,613.39 units from that award.

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Accepted by SEC EDGAR 02/24/2026 - 04:08 PM EST 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^*

KHALIQ SYED SHAHMIR

(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 Services

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								117,226.53	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		19,613.39		(1)(2)	(1)(2)	Common Stock	19,613.39	$0	19,613.39(1)(2)	D

Explanation of Responses:

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 38,307.40 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 19,613.39 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.

	Syed Shahmir Khaliq 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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