Citigroup (NYSE: C) exec sells 29,754 shares, receives deferred stock grant

Rhea-AI Filing Summary

Pamela Habner, Head of U.S. Consumer Cards at Citigroup Inc., reported both an equity award and a share sale. On February 11, 2026, she acquired 19,816.21 shares of common stock at $0 as a deferred stock award under Citigroup’s 2019 Stock Incentive Plan. This grant vests in four equal annual installments starting January 20, 2027 and is not eligible for immediate sale.

On February 12, 2026, she completed an open-market sale of 29,754 shares of Citigroup common stock at an average price of $117.2597, with individual trades ranging from $117.05 to $117.6557. After these transactions, she directly owned 63,556.92 shares of Citigroup common stock.

Insider Trade Summary

Net Seller: 29,754 shares ($3,488,945)

Net Sell 2 txns

Insider Habner Pamela

Role Head of U.S. Consumer Cards

Sold 29,754 shs ($3.49M)

Type	Security	Shares	Price	Value
Sale	Common Stock	29,754	$117.2597	$3.49M
Grant/Award	Common Stock	19,816.21	$0.00	--

Holdings After Transaction: Common Stock — 63,556.92 shares (Direct)

Footnotes (1)

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. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $117.05 to USD $117.6557. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

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
Estimated average burden
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)
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		19,816.21(1)	A	$0	93,310.92	D
Common Stock	02/12/2026		S		29,754	D	$117.2597(2)	63,556.92	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.

2. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $117.05 to USD $117.6557. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

	Pamela Habner 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 transactions did Citigroup (C) report for Pamela Habner?

Pamela Habner reported two transactions: a deferred stock award and an open-market sale. She received 19,816.21 Citigroup common shares as a grant, then sold 29,754 shares at an average price of $117.2597, ending with 63,556.92 shares owned directly.

How many Citigroup (C) shares did Pamela Habner sell and at what price?

Pamela Habner sold 29,754 Citigroup common shares in an open-market transaction at a $117.2597 average price. The filing notes multiple trades, with individual prices ranging from $117.05 to $117.6557, all reported together as a single aggregated sale line.

What stock award did Pamela Habner receive from Citigroup (C)?

She received an award of 19,816.21 Citigroup common shares as deferred stock under the 2019 Stock Incentive Plan. The award vests in four equal annual installments starting January 20, 2027, and none of these granted shares are eligible for immediate sale upon grant.

When do Pamela Habner’s Citigroup (C) deferred stock awards vest?

The deferred stock award vests in four equal annual installments beginning January 20, 2027. Each year, one-quarter of the 19,816.21 granted shares becomes vested, according to the company’s 2019 Stock Incentive Plan terms described in the Form 4 filing footnotes.

How many Citigroup (C) shares does Pamela Habner own after these transactions?

After the reported award and sale, Pamela Habner directly owns 63,556.92 shares of Citigroup common stock. This figure reflects the Form 4 total following the 19,816.21-share deferred stock grant and the 29,754-share open-market sale disclosed in the filing.

What is Pamela Habner’s role at Citigroup (C) in this Form 4?

In the Form 4, Pamela Habner is listed as an officer of Citigroup, serving as Head of U.S. Consumer Cards. The transactions involve her direct beneficial ownership of Citigroup common stock, reported under Section 16 insider trading disclosure requirements.