Citigroup (C) director Titilope Cole earns 18,356 cash-settled PSUs

Rhea-AI Filing Summary

COLE TITILOPE reported acquisition or exercise transactions in this Form 4 filing.

Citigroup Inc. director Titilope Cole reported an equity-based compensation award. On February 16, 2023, Cole received a target of 35,851.80 Performance Share Units (PSUs), with an actual earned amount of 18,356.12 PSUs based on Citigroup’s average return on tangible common equity and cumulative tangible book value per share over a three‑year period ending December 31, 2025. Each PSU is settled only in cash, calculated from the average closing price of Citigroup common stock for the twenty trading days before January 20, 2026, plus dividends through February 28, 2026, when payment is expected. After this filing, Cole directly holds 60,111.3061 shares of Citigroup common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider COLE TITILOPE

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	18,356.12	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 18,356.12 shares (Direct); Common Stock — 60,111.306 shares (Direct)

Footnotes (1)

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 35,851.80 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 18,356.12 PSUs. Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2026. (con't) 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

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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^*

COLE TITILOPE

(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
	Officer (give title below)		Other (specify below)

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								60,111.3061	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		18,356.12		(1)(2)	(1)(2)	Common Stock	18,356.12	$0	18,356.12(1)(2)	D

Explanation of Responses:

1. On February 16, 2023 the Reporting Person received from the Issuer a target award of 35,851.80 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 18,356.12 PSUs. Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2026.

2. (con't) 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.

	Titilope Cole 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.
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FAQ

What insider transaction did Citigroup (C) report for Titilope Cole?

Citigroup director Titilope Cole reported an award of 18,356.12 Performance Share Units. These units are earned based on three-year performance metrics and will be paid only in cash, linked to Citigroup’s share price and dividends around early 2026.

How were Titilope Cole’s Citigroup PSUs determined and over what period?

Cole’s 18,356.12 PSUs were earned from a 35,851.80 target award, based on performance from December 31, 2022 through December 31, 2025. The payout depends on Citigroup’s average return on tangible common equity and cumulative tangible book value per share over that period.

What payout range was possible for Titilope Cole’s Citigroup PSU award?

The PSU award allowed a payout from 0% to 150% of the 35,851.80 target units. The final 18,356.12 units reflect Citigroup’s actual performance against RoTCE and tangible book value per share goals during the three-year performance period.

Will Titilope Cole receive Citigroup stock or cash for the PSUs?

The Performance Share Units are payable only in cash, not stock. Each PSU equals the cash value of Citigroup’s average share price over twenty trading days before January 20, 2026, plus dividends declared through approximately February 28, 2026.

When is Titilope Cole expected to receive cash from the Citigroup PSUs?

Cash payment for the PSUs is expected on or about February 28, 2026. The amount will be based on Citigroup’s average stock price over twenty trading days before January 20, 2026 and dividends declared during the performance and settlement period.

How many Citigroup common shares does Titilope Cole hold after this filing?

After the reported transactions, Titilope Cole directly holds 60,111.3061 Citigroup common shares. This figure reflects her direct ownership position disclosed alongside the PSU cash-settled award in the insider transaction report.