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Citigroup logoCitigroup C

Citigroup said on October 22, 2025 that its Compensation, Performance Management and Culture Committee unanimously approved a one-time award to Chief Executive Officer Jane Fraser, consisting of 1 restricted stock units (RSUs) with a grant date value of $25 million and 1.055 million Citigroup stock options.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Citigroup said on October 22, 2025 that its Compensation, Performance Management and Culture Committee unanimously approved a one-time award to Chief Executive Officer Jane Fraser, consisting of 1 restricted stock units (RSUs) with a grant date value of $25 million and 1.055 million Citigroup stock options.

  2. The company said the RSUs will vest and the options will become exercisable on a pro-rata basis following the 3rd, 4th and 5th anniversaries of the grant date, subject to Fraser's continued employment through the applicable vesting date. It said the RSU value and the option exercise price are based on the closing price on the grant date.

  3. The company said the award reflects the board's intent to ensure management continuity, recognize Fraser's leadership and reflect market developments in CEO compensation. The examples cited by the board include that more than 3 of 2 transformation programs are at or mostly at the target state.

  4. The company said the award is subject to standard forfeiture and clawback provisions for incentive compensation, as well as its Stock Ownership Commitment. Fraser must retain 75% of the net vested shares until her service as a director and executive officer ends, and 50% for 1 year after her executive officer status terminates.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Citigroup Approves 1-Time Equity Award for CEO Jane Fraser

Citigroup said on October 22, 2025 that its Compensation, Performance Management and Culture Committee unanimously approved a one-time award to Chief Executive Officer Jane Fraser, consisting of 1 restricted stock units (RSUs) with a grant date value of $25 million and 1.055 million Citigroup stock options.

Source · Based on the filing body and exhibits

RSU Vesting and Option Exercise Terms

The company said the RSUs will vest and the options will become exercisable on a pro-rata basis following the 3rd, 4th and 5th anniversaries of the grant date, subject to Fraser's continued employment through the applicable vesting date. It said the RSU value and the option exercise price are based on the closing price on the grant date.

Source · Based on the filing body and exhibits

Reasons the Company Cited for the Award

The company said the award reflects the board's intent to ensure management continuity, recognize Fraser's leadership and reflect market developments in CEO compensation. The examples cited by the board include that more than 3 of 2 transformation programs are at or mostly at the target state.

Source · Based on the filing body and exhibits

Forfeiture, Clawback and Stock Ownership Requirements

The company said the award is subject to standard forfeiture and clawback provisions for incentive compensation, as well as its Stock Ownership Commitment. Fraser must retain 75% of the net vested shares until her service as a director and executive officer ends, and 50% for 1 year after her executive officer status terminates.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.