Form 4: Citigroup CRO Turek Reports Stock, PSU Transactions

Citigroup's Chief Risk Officer Zdenek Turek reported the withholding of common stock for tax obligations and the vesting of performance share units.

Summary

• Zdenek Turek, Chief Risk Officer of Citigroup Inc., reported transactions on February 20, 2026.
• 5,339.19 shares of common stock were disposed of at a price of $115.55 per share to satisfy tax withholding obligations related to the vesting of previously awarded stock.
• Following this transaction, Turek directly owns 237,471.65 shares of common stock and indirectly owns 125.693 shares via a 401(K) plan.
• Turek earned 34,248 Performance Share Units (PSUs) based on performance during the three-year period ending December 31, 2025.
• The original target award for these PSUs, granted on February 16, 2023, was 66,890.62 units.
• The PSUs were tied to Citigroup's average return on tangible common equity (RoTCE) and cumulative tangible book value per share (TBVPS) over the performance period.
• Each PSU is payable in cash, equivalent to the average closing price of one share of common stock for the twenty trading days preceding January 20, 2026, plus dividends from December 31, 2022, through February 28, 2026.
• The cash payment for the earned PSUs is expected on or about February 28, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as slightly negative. While the tax withholding is routine, the below-target payout of Performance Share Units suggests that Citigroup's performance against its internal metrics for executive compensation was not optimal during the specified period.

Positives

• The vesting of Performance Share Units indicates that certain performance targets were met, leading to a payout for the Chief Risk Officer.
• The transaction for tax withholding is a routine event associated with executive compensation, reflecting the vesting of previously awarded stock.

Negatives

• The number of Performance Share Units earned (34,248) is significantly below the target award (66,890.62), indicating that Citigroup's performance metrics (RoTCE and TBVPS) did not fully meet the criteria for a maximum payout.

Future Outlook

The filing indicates that the cash payment for the earned Performance Share Units is expected on or about February 28, 2026. This concludes the payout for a performance period that ended on December 31, 2025.

Industry Context

StockSavvy.ai notes that performance-based equity awards, such as Performance Share Units, are a common component of executive compensation in the financial services industry. These awards are designed to align management incentives with long-term shareholder value creation, typically tied to key financial metrics like RoTCE and TBVPS. The below-target payout for these PSUs could suggest that Citigroup's performance over the specified three-year period, while positive enough to warrant a payout, did not reach the upper echelons relative to its internal targets, potentially reflecting broader market conditions or specific company challenges within the competitive banking sector.

Comparison to Industry Standards

• Performance Share Units (PSUs) tied to metrics like Return on Tangible Common Equity (RoTCE) and Tangible Book Value Per Share (TBVPS) are standard executive compensation practices across major financial institutions, including peers like JPMorgan Chase & Co. (JPM), Bank of America Corp. (BAC), and Wells Fargo & Co. (WFC).
• The structure of a three-year performance period is also common, aiming to incentivize sustained long-term performance.
• While the specific RoTCE and TBVPS targets and actual results for Citigroup are not detailed in this filing, the fact that the earned PSUs are approximately 51% of the target award suggests that Citigroup's performance, relative to its internal goals, was moderate during the 2023-2025 period. This contrasts with periods where strong performance might lead to payouts exceeding 100% of target, as seen in some peer companies during robust economic cycles.

Stakeholder Impact

• Shareholders may infer that the company's performance against key internal metrics (RoTCE, TBVPS) for the 2023-2025 period was not strong enough to warrant a full executive payout, potentially influencing their perception of management effectiveness and future outlook.
• The Chief Risk Officer, Zdenek Turek, receives a cash payout for earned PSUs, which is part of his compensation package, aligning his interests with company performance.

Next Steps

• Cash payment for the earned Performance Share Units is expected on or about February 28, 2026.

Key Dates

Keywords

Citigroup, C, Form 4, Insider Transaction, Executive Compensation, Performance Share Units, Stock Withholding, Zdenek Turek, Chief Risk Officer, RoTCE, TBVPS