Citigroup (C) CEO Jane Fraser awarded 117,775.6 shares in stock grant

Rhea-AI Filing Summary

Citigroup Chair & CEO Jane Fraser acquired 117,775.6 shares of Citigroup common stock on February 11, 2026 through a stock award at $0 per share. The award consists of deferred stock granted under Citigroup’s 2019 Stock Incentive Plan.

The deferred stock vests in four equal annual installments beginning on January 20, 2027, and none of the award is eligible for immediate sale. Following this grant, Fraser beneficially owns 935,831.31 shares of Citigroup common stock held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fraser Jane Nind

(Last) (First) (Middle)

CITIGROUP INC.

388 GREENWICH STREET

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		A		117,775.6(1)	A	$0	935,831.31	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in four equal annual installments beginning on January 20, 2027; none of the award is eligible for immediate sale.

	Jane Fraser by Joseph B. Wollard, Attorney-in-Fact	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Citigroup (C) report for CEO Jane Fraser?

Citigroup (C) reported that Chair & CEO Jane Fraser received 117,775.6 shares of common stock as a deferred stock award at $0 per share on February 11, 2026, increasing her direct beneficial ownership to 935,831.31 shares.

Is Jane Fraser’s new Citigroup (C) stock award immediately saleable?

No. The filing states that none of the deferred stock award is eligible for immediate sale. The 117,775.6-share grant is restricted and subject to vesting conditions, limiting Fraser’s ability to sell these specific shares until they vest over time.

How does Jane Fraser’s Citigroup (C) deferred stock award vest?

The award vests in four equal annual installments beginning on January 20, 2027. Each year, one-quarter of the 117,775.6 deferred shares becomes vested, gradually increasing Fraser’s unrestricted ownership as the installment schedule progresses.

Under which plan was Jane Fraser’s Citigroup (C) stock award granted?

The deferred stock was granted under Citigroup’s 2019 Stock Incentive Plan. This plan governs equity-based compensation, including stock awards like the 117,775.6-share grant reported, and typically ties vesting to continued service or performance conditions.

What is Jane Fraser’s total Citigroup (C) share ownership after this Form 4?

After the reported award, Jane Fraser beneficially owns 935,831.31 shares of Citigroup common stock directly. This figure includes the newly granted deferred stock and represents her total direct beneficial holding as disclosed in the Form 4.