Citigroup (NYSE: C) CAO covers tax bill with share withholding

Rhea-AI Filing Summary

Citigroup Inc.'s chief accounting officer, Nicole Giles, had shares withheld to cover taxes on vested stock awards. On 01/20/2026, 33,835.7 shares of Citigroup common stock were withheld at a price of $118.04 per share to satisfy tax withholding obligations tied to previously granted stock. After this tax-related withholding, Giles beneficially owned 97,347.14 shares of Citigroup common stock directly. This reflects an administrative step associated with equity compensation rather than an open‑market sale.

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^*

Giles Nicole

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		F		33,835.7(1)	D	$118.04	97,347.14	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. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.

	Nicole Giles by Joseph B. Wollard, Atttorney-in-Fact	01/20/2026
	** 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 Nicole Giles?

Citigroup reported that chief accounting officer Nicole Giles had 33,835.7 shares of common stock withheld on 01/20/2026 to satisfy tax withholding obligations on previously awarded stock.

Was the Citigroup (C) Form 4 transaction an open-market sale?

No. The Form 4 states the transaction was a code F event, described as withholding of shares to satisfy tax withholding obligations upon vesting of earlier stock awards, not a discretionary open‑market sale.

How many Citigroup (C) shares does Nicole Giles own after the reported transaction?

Following the tax withholding transaction, Nicole Giles beneficially owned 97,347.14 shares of Citigroup common stock, held directly.

What price per share was used for the Citigroup (C) tax withholding transaction?

The Form 4 shows that the 33,835.7 withheld shares were valued at $118.04 per share for tax withholding purposes.

What does transaction code F mean in the Citigroup (C) Form 4?

Transaction code F on a Form 4 indicates the payment of tax liability by delivering or withholding securities, in this case Citigroup common stock related to vested awards.

Does the Citigroup (C) Form 4 indicate indirect ownership or another entity for this transaction?

No. The filing classifies the ownership as Direct (D), and the footnote only explains that shares were withheld for tax obligations on previously awarded stock, without attributing them to another entity.