Jane Nind Fraser - 21 Feb 2025 Form 4 Insider Report for CITIGROUP INC (C)

Role: Chief Executive Officer, Director
Signature: Jane Fraser by Joseph B. Wollard, Attorney-in-Fact
Issuer symbol: C
Transactions as of: 21 Feb 2025
Net transactions value: $0
Form type: 4
Filing time: 24 Feb 2025, 16:01:19 UTC
Previous filing: 18 Feb 2025
Next filing: 24 Oct 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	C	Common Stock						626,418	21 Feb 2025	Direct

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	+105,623		$0.000000	105,623	21 Feb 2025	Common Stock	105,623		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On February 10, 2022 the Reporting Person received from the Issuer a target award of 159,071.33 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, 2024 (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 105,623.36 PSUs.
F2	(con't) Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2025. 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, 2025, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2021 through February 28, 2025.

Content

On February 10, 2022 the Reporting Person received from the Issuer a target award of 159,071.33 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, 2024 (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 105,623.36 PSUs.

(con't) Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2025. 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, 2025, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2021 through February 28, 2025.