Citigroup (C) exec gets 30,530 PSUs and withholds shares for tax

Rhea-AI Filing Summary

Citigroup Inc executive Ernesto Torres Cantu, Head of International, reported compensation-related equity activity. He was granted 30,530.50 Performance Share Units on February 20, 2026, payable only in cash based on Citigroup’s performance over a three-year period ending December 31, 2025.

To cover tax withholding tied to previously vested stock, 8,041.66 shares of common stock were disposed of at $115.55 per share. After these transactions, he directly owned 147,060.92 Citigroup common shares, with an additional 45,835 shares reported as indirectly owned by his spouse.

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^*

Torres Cantu Ernesto

(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 International

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		8,041.66(1)	D	$115.55	147,060.92	D
Common Stock								45,835	I	By Spouse

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		30,530.5		(2)(3)	(2)(3)	Common Stock	30,530.5	$0	30,530.5(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 59,629.89 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 30,530.50 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.

	Ernesto Torres Cantu by Joseph B. Wollard, Attorneyin-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 did Citigroup (C) executive Ernesto Torres Cantu report in this Form 4 filing?

Ernesto Torres Cantu reported a grant of 30,530.50 Performance Share Units and a tax-related share disposition. The filing also updates his direct holdings to 147,060.92 shares and discloses 45,835 shares indirectly owned through his spouse.

How many Performance Share Units did Citigroup (C) grant to Ernesto Torres Cantu?

Citigroup granted Ernesto Torres Cantu 30,530.50 Performance Share Units. These PSUs derive from a 59,629.89 target award and are tied to return on tangible common equity and tangible book value performance over a three-year period ending December 31, 2025.

Are the Performance Share Units in this Citigroup (C) Form 4 paid in stock or cash?

The Performance Share Units are payable only in cash, not stock. Payment is expected on or about February 28, 2026, based on Citigroup’s average stock price over a specified 20-day period and dividends over the performance window.

Why were 8,041.66 Citigroup (C) shares disposed of in this Form 4?

The 8,041.66 shares of Citigroup common stock were withheld to satisfy tax obligations from the vesting of previously awarded stock. This tax-withholding disposition used a price of $115.55 per share, rather than representing an open-market sale.

What are Ernesto Torres Cantu’s Citigroup (C) share holdings after these transactions?

Following the reported transactions, Ernesto Torres Cantu directly holds 147,060.92 Citigroup common shares. The filing also reports an additional 45,835 shares as indirectly owned by his spouse, reflecting family holdings associated with the executive.

What performance period determines Ernesto Torres Cantu’s Citigroup (C) Performance Share Units payout?

The payout for Ernesto Torres Cantu’s Performance Share Units is based on Citigroup’s performance over a three-year period ending December 31, 2025. Metrics include average return on tangible common equity and cumulative tangible book value per share during this timeframe.