8-KOther EventsExhibits & Filings

CITIGROUP INC 8-K Report, Corporate Update (Feb 12, 2026)

Filed February 12, 2026For Securities:CC-PNC-PR

Summary

Citigroup Inc. (Citi) has filed a Form 8-K to disclose the incentive compensation awards for its CEO, Jane Fraser, for the 2025 performance year. The Compensation Committee approved a total compensation of $42 million, comprising a $1.5 million base salary and $40.5 million in incentive awards. This award reflects significant achievements in 2025, including record revenues across all five business segments, a 13% increase in net income, and a 6% rise in overall revenues compared to 2024. The report also highlights progress in regulatory compliance, the termination of a July 2024 consent order amendment by the OCC, and advancements in the firm's risk and control environment and data management. Furthermore, the filing details Citi's strategic simplification efforts, including progress on international divestitures, the sale of a stake in Banamex, and the integration of its Retail Banking business into Wealth. The Compensation Committee considered competitive market levels for executive pay in its determination. Investors should note that more comprehensive compensation details for Ms. Fraser and other named executive officers will be available in Citi's 2026 Proxy Statement.

Key Highlights

  • 1CEO Jane Fraser awarded $42 million in total compensation for 2025 performance.
  • 22025 incentive award comprises $1.5 million base salary and $40.5 million in incentive compensation (cash, deferred stock, and performance share units).
  • 3All five of Citi's business segments reported record revenues and improved operating leverage in 2025.
  • 4Net income increased by 13% and total revenues by 6% in 2025 compared to 2024.
  • 5Citi's CET1 Capital Ratio remains strong at 13.2%, exceeding regulatory requirements.
  • 6Significant progress made in regulatory compliance, including the termination of an OCC consent order amendment.
  • 7Strategic simplification efforts continued with progress on international divestitures and business integrations.

Frequently Asked Questions

For 2025 performance, CEO Jane Fraser was awarded a total compensation of $42 million. This includes a base salary of $1.5 million and $40.5 million in incentive awards.

The incentive award reflects Ms. Fraser's leadership in strengthening Citi's performance, strategic vision, and execution. Key achievements include record revenues across all five business segments, a 13% increase in net income, a 6% increase in revenues, strong capital ratios, significant progress in regulatory compliance, and advancements in the firm's transformation and simplification efforts.

Ms. Fraser's incentive compensation of $40.5 million is structured as follows: 15% ($6.075 million) as a cash incentive, 35% ($14.175 million) as deferred stock that vests over four years subject to performance conditions, and 50% ($20.25 million) as Performance Share Units (PSUs) that vest based on tangible book value per share and return on tangible common equity over three years.

The termination of the July 2024 amendment to Citibank's 2020 Consent Order by the Office of the Comptroller of the Currency (OCC) signifies a positive development in Citi's regulatory compliance efforts and its relationship with its primary federal regulator.