Citigroup exec share withholding for tax on vesting

Citigroup Inc. reported that officer Pamela Habner, Head of U.S. Consumer Cards, had common stock withheld to cover taxes on a stock vesting event.

Rhea-AI Filing Summary

Citigroup Inc. reported that officer Pamela Habner, Head of U.S. Consumer Cards, had common stock withheld to cover taxes on a stock vesting event. On January 20, 2026, 14,699.91 shares of Citigroup common stock were withheld at $118.04 per share to satisfy tax withholding obligations in connection with the vesting of previously awarded stock. After this transaction, Habner directly beneficially owned 73,494.71 shares of Citigroup common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 14,699.91 shares

Exercise Price or Tax Liability 1 txn

Insider Habner Pamela

Role Head of U.S. Consumer Cards

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	14,699.91	$118.04	$1.74M

Holdings After Transaction: Common Stock — 73,494.71 shares (Direct)

Footnotes (1)

1. F1. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Citigroup (C) report in this Form 4?

The filing reports that officer Pamela Habner had 14,699.91 shares of Citigroup common stock withheld on January 20, 2026 to cover tax obligations related to vested stock.

Who is the reporting person in this Citigroup (C) Form 4 and what is their role?

The reporting person is Pamela Habner, who is an officer of Citigroup Inc. with the title Head of U.S. Consumer Cards.

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

Transaction code "F" indicates the withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock, rather than an open-market sale.

How many Citigroup (C) shares does Pamela Habner own after this transaction?

Following the tax withholding transaction, Pamela Habner beneficially owns 73,494.71 shares of Citigroup common stock in direct ownership form.

Was the Citigroup (C) insider transaction a market sale of shares?

No. According to the footnote, the 14,699.91 shares were withheld by the issuer to satisfy tax withholding obligations tied to the vesting of previously awarded stock, not sold in the open market.

What was the price used for the share withholding in the Citigroup (C) Form 4?

The shares of Citigroup common stock were withheld at a price of $118.04 per share to cover tax withholding obligations on vested stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/20/2026 - 05:06 PM EST Learn about SEC filing dates

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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hours per response:			0.5

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^*

Habner Pamela

(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)
	Head of U.S. Consumer Cards

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		14,699.91(1)	D	$118.04	73,494.71	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.

	Pamela Habner by Joseph B. Wollard, Attorney-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.
* 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.
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