Form 4: Livingstone David reports acquisition/exercise transactions in C

Rhea-AI Filing Summary

Livingstone David reported acquisition or exercise transactions in a Form 4 filing for C. The filing lists transactions totaling 17,595 shares. Following the reported transactions, holdings were 456,001 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Livingstone David

Role Chief Client Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17,594.61	$0.00	--

Holdings After Transaction: Common Stock — 456,000.56 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Livingstone David

(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 Client Officer

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		17,594.61(1)	A	$0	456,000.56	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 February 20, 2027; none of the award is eligible for immediate sale.

	David Livingstone by Joseph B. Wollard, Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Citigroup (C) report for David Livingstone?

Citigroup reported that Chief Client Officer David Livingstone received a grant of 17,594.61 shares of deferred common stock. The award was recorded on February 11, 2026 as an acquisition at $0 per share under Citigroup’s 2019 Stock Incentive Plan.

Is the Citigroup (C) deferred stock award to David Livingstone immediately saleable?

No, the deferred stock award is not immediately saleable. The filing states that none of the granted stock is eligible for immediate sale. Instead, the award vests over time in four equal annual installments starting on February 20, 2027.

How many Citigroup (C) shares does David Livingstone own after this Form 4 transaction?

After the reported transaction, David Livingstone beneficially owns 456,000.56 shares of Citigroup common stock. This figure reflects his direct ownership following the grant of 17,594.61 deferred shares recorded on February 11, 2026 in the Form 4 filing.

What is the vesting schedule of David Livingstone’s Citigroup (C) deferred stock grant?

The deferred stock grant vests in four equal annual installments. Vesting begins on February 20, 2027, with one quarter of the award vesting each year. This schedule gradually delivers full ownership rather than providing immediate unrestricted shares.

Under which plan was the Citigroup (C) deferred stock granted to David Livingstone?

The deferred stock was granted under Citigroup’s 2019 Stock Incentive Plan. The filing describes the transaction as an award of deferred stock pursuant to this plan, aligning executive compensation with equity that vests over several years rather than at once.

What transaction code did Citigroup (C) use for David Livingstone’s Form 4 award?

The transaction used code “A,” which the filing describes as a grant, award, or other acquisition. It covers the issuance of 17,594.61 deferred Citigroup common shares to David Livingstone on February 11, 2026 at a price of $0 per share.