Citigroup (NYSE: C) CEO Sunil Garg granted 20,066 cash-settled PSUs

Rhea-AI Filing Summary

Citigroup Inc. reported that Sunil Garg, CEO of Citibank, N.A., acquired an award of 20,066.01 Performance Share Units (PSUs). These PSUs were earned from a target grant made on February 16, 2023, based on performance 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 Citigroup’s common stock plus dividends over the measurement period. Following the reported transactions, Garg also directly holds 129,894.72 shares of Citigroup common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Garg Sunil

Role CEO, Citibank, N.A.

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	20,066.01	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 20,066.01 shares (Direct); Common Stock — 129,894.72 shares (Direct)

Footnotes (1)

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 39,191.42 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 20,066.01 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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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^*

Garg Sunil

(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)
	CEO, Citibank, N.A.

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								129,894.72	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		20,066.01		(1)(2)	(1)(2)	Common Stock	20,066.01	$0	20,066.01(1)(2)	D

Explanation of Responses:

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 39,191.42 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 20,066.01 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.

	Sunil Garg 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) disclose about Sunil Garg in this Form 4?

Citigroup disclosed that Sunil Garg, CEO of Citibank, N.A., received 20,066.01 Performance Share Units. These units were earned from a performance-based target award granted in 2023 and are payable only in cash based on Citigroup’s stock value and dividends over a defined period.

How many Performance Share Units did Sunil Garg receive from Citigroup (C)?

Sunil Garg received 20,066.01 Performance Share Units. This amount reflects the final earned portion of a 39,191.42-unit target award, determined by Citigroup’s return on tangible common equity and tangible book value per share over a three-year performance period ending December 31, 2025.

Are Sunil Garg’s Citigroup (C) Performance Share Units settled in stock or cash?

The Performance Share Units reported for Sunil Garg are payable only in cash. The cash value equals the average closing price of Citigroup common stock over twenty trading days before January 20, 2026, plus dividends declared on equivalent shares from December 31, 2022 through February 28, 2026.

When will Sunil Garg’s Performance Share Units from Citigroup (C) be paid?

The PSUs are expected to be paid on or about February 28, 2026. Payment will be in cash, calculated using Citigroup’s average closing share price over a specified twenty-day window in January 2026, plus accumulated dividends over the defined period ending February 28, 2026.

What performance metrics determined Sunil Garg’s earned PSUs at Citigroup (C)?

The earned 20,066.01 PSUs were based on Citigroup’s average return on tangible common equity and cumulative tangible book value per share. These metrics were measured over a three-year performance period ending December 31, 2025, with a payout range from 0% to 150% of the original target award.

How many Citigroup (C) common shares does Sunil Garg hold after this filing?

After the reported transactions, Sunil Garg directly holds 129,894.72 shares of Citigroup common stock. This figure reflects his direct ownership position in the company’s common equity as shown in the Form 4, separate from the cash-settled Performance Share Units award.