Citigroup awards cash-settled PSUs to legal chief

Citigroup Inc. reported that Chief Legal Officer and Corporate Secretary Brent McIntosh acquired 27,519.09 Performance Share Units (PSUs) on February 20, 2026.

Rhea-AI Filing Summary

Citigroup Inc. reported that Chief Legal Officer and Corporate Secretary Brent McIntosh acquired 27,519.09 Performance Share Units (PSUs) on February 20, 2026. These PSUs represent the earned portion of a prior target award of 53,748.23 PSUs granted in 2023, based on Citigroup’s return on tangible common equity and cumulative tangible book value per share over the three-year period ending December 31, 2025.

Each PSU is payable only in cash, expected around February 28, 2026, and its value will equal the average closing price of Citigroup common stock over the 20 trading days before January 20, 2026, plus dividends over the performance period. Following this award, McIntosh held 129,480.79 shares of Citigroup common stock directly.

Insider Trade Summary

Grant/Award: 27,519.09 shares

Grant/Award 2 txns

Insider McIntosh Brent

Role Chief Legal Off. & Corp. Sec'y

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	27,519.09	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 27,519.09 contracts (Direct); Common Stock — 129,480.79 shares (Direct)

Footnotes (2)

1. F1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 53,748.23 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 27,519.09 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 Citigroup (C) insider Brent McIntosh receive in this Form 4?

Brent McIntosh received an earned award of 27,519.09 Performance Share Units (PSUs). These units are part of Citigroup’s incentive program and are payable only in cash, tied to Citigroup’s stock price and dividends over a defined performance period.

How were Brent McIntosh’s Citigroup PSUs determined in this filing?

The 27,519.09 PSUs reflect performance against a 2023 target of 53,748.23 PSUs. Payout depends 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.

Are the Performance Share Units reported for Citigroup (C) stock-settled or cash-settled?

The reported Performance Share Units are cash-settled. Each PSU will be paid only in cash, based on the average Citigroup share price over 20 trading days before January 20, 2026, plus dividends during the performance period, with payment expected around February 28, 2026.

When will Brent McIntosh’s Citigroup PSUs from this Form 4 be paid?

The cash value of the 27,519.09 PSUs is expected to be delivered on or about February 28, 2026. The final amount will reflect Citigroup’s average share price before January 20, 2026 and dividends over the performance period.

How many Citigroup common shares does Brent McIntosh hold after this transaction?

After the reported transactions, Brent McIntosh directly held 129,480.79 shares of Citigroup common stock. This figure reflects his direct ownership position following the PSU award and is separate from the cash-settled Performance Share Units disclosed.

What performance metrics affect Brent McIntosh’s Citigroup PSU payout?

The payout depends 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. These metrics determine how much of the original target PSU award is ultimately earned.

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Accepted by SEC EDGAR 02/24/2026 - 04:10 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^*

McIntosh Brent

(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 Legal Off. & Corp. Sec'y

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								129,480.79	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		27,519.09		(1)(2)	(1)(2)	Common Stock	27,519.09	$0	27,519.09(1)(2)	D

Explanation of Responses:

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 53,748.23 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 27,519.09 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.

	Brent McIntosh 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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