Sara Wechter - Feb 23, 2024 Form 4 Insider Report for CITIGROUP INC (C)

Role: Chief Human Resources Officer
Signature: Sara Wechter by Joseph B. Wollard, Attorney-in-Fact
Stock symbol: C
Transactions as of: Feb 23, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/27/2024, 04:03 PM
Previous filing: Feb 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	C	Common Stock						109K	Feb 23, 2024	Direct
holding	C	Common Stock						10.3	Feb 23, 2024	By 401(K) Plan

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	C	Performance Share Unit	Award	$0	+17.5K		$0.00	17.5K	Feb 23, 2024	Common Stock	17.5K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On 2/11/2021 the Reporting Person received from the Issuer a target award of 17,473.96 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, 2023 (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 17,473.96 PSUs. Each PSU is payable only in cash which is expected to be delivered on or about February 29, 2024. 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, 2024, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2020 through February 29, 2024.

Content

On 2/11/2021 the Reporting Person received from the Issuer a target award of 17,473.96 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, 2023 (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 17,473.96 PSUs. Each PSU is payable only in cash which is expected to be delivered on or about February 29, 2024. 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, 2024, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2020 through February 29, 2024.