Citigroup (C) CRO awarded 34,248 PSUs and has shares withheld for tax

Rhea-AI Filing Summary

Citigroup Inc. Chief Risk Officer Zdenek Turek reported equity compensation changes. He was granted 34,248 Performance Share Units (PSUs), payable only in cash based on Citigroup’s stock price and dividends over a defined performance period. To cover tax on vesting of earlier awards, 5,339.19 common shares at $115.55 per share were withheld, a tax-withholding disposition rather than an open-market sale. After these entries, he directly holds 237,471.65 common shares and the 34,248 PSUs, plus 125.693 common shares held indirectly through a 401(k) plan.

Insights

Equity compensation analyst

Routine equity award and tax withholding, no open-market trading.

The filing shows Zdenek Turek, Citigroup’s Chief Risk Officer, receiving 34,248 cash-settled Performance Share Units. These PSUs stem from a 2023 target award whose payout depends on return on tangible common equity and tangible book value per share over a three-year performance period ending December 31, 2025.

Each PSU will be paid in cash around February 28, 2026, based on the average Citigroup share price over twenty trading days before January 20, 2026, plus specified dividends. This structure ties compensation to multi-year performance and stock value without issuing new shares for this award.

The 5,339.19 common shares marked with code F were withheld to satisfy tax obligations on previously vested stock, not sold in the open market. Following these entries, Turek still holds a substantial direct common stock position and maintains a smaller indirect holding via a 401(k), indicating continued exposure to Citigroup equity.

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

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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^*

Turek Zdenek

(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 Risk 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		F		5,339.19(1)	D	$115.55	237,471.65	D
Common Stock								125.693	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(2)(3)	02/20/2026		A		34,248		(2)(3)	(2)(3)	Common Stock	34,248	$0	34,248(2)(3)	D

Explanation of Responses:

1. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.

2. On February 16, 2023 the Reporting Person received from the Issuer a target award of 66,890.62 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 34,248.00 PSUs.

3. (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.

	Zdenek Turek 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 equity award did Citigroup (C) grant to Chief Risk Officer Zdenek Turek?

Citigroup granted Zdenek Turek 34,248 Performance Share Units (PSUs). These are cash-settled units earned from a 2023 target award, tied to multi-year return on tangible common equity and tangible book value per share performance through December 31, 2025.

How and when will Zdenek Turek’s Citigroup (C) Performance Share Units be paid?

Each PSU will be paid only in cash, expected around February 28, 2026. The cash value equals the average Citigroup share price over twenty trading days before January 20, 2026, plus specified dividends during the performance period.

Did Citigroup (C) Chief Risk Officer Zdenek Turek sell common shares in this Form 4?

The Form 4 shows a tax-withholding disposition, not an open-market sale. 5,339.19 common shares at $115.55 per share were withheld to satisfy tax obligations related to previously vested stock awards.

How many Citigroup (C) common shares does Zdenek Turek hold after these transactions?

After the reported transactions, Zdenek Turek directly holds 237,471.65 Citigroup common shares. He also has an indirect position of 125.693 common shares held through a 401(k) plan, plus the 34,248 cash-settled PSUs awarded.

What performance metrics determine Zdenek Turek’s Citigroup (C) PSU payout?

The PSU 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. Results over that period determine how much of the 2023 target award is ultimately earned.