Form 4: RYAN TIMOTHY reports acquisition/exercise transactions in C

Rhea-AI Filing Summary

RYAN TIMOTHY reported acquisition or exercise transactions in a Form 4 filing for C. The filing lists transactions totaling 28,628 shares. Following the reported transactions, holdings were 58,395 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RYAN TIMOTHY

Role Hd. of Tech. & Bus. Enablement

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	28,627.57	$0.00	--

Holdings After Transaction: Common Stock — 58,394.95 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
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^*

RYAN TIMOTHY

(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)
	Hd. of Tech. & Bus. Enablement

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		28,627.57(1)	A	$0	58,394.95	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.

	Timothy Ryan 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 Timothy Ryan?

Citigroup reported that executive Timothy Ryan acquired 28,627.57 shares of deferred common stock as an equity award. The grant was made at $0 per share and increased his direct beneficial ownership to 58,394.95 Citigroup shares following the transaction.

Was Timothy Ryan’s Citigroup (C) stock transaction a market purchase or a grant?

The transaction was a stock grant, not a market purchase. Timothy Ryan received 28,627.57 deferred Citigroup common shares under the 2019 Stock Incentive Plan at $0 per share as part of his compensation, rather than buying them on the open market.

When do Timothy Ryan’s new Citigroup (C) deferred shares vest?

The deferred stock award vests in four equal annual installments beginning on January 20, 2027. This means portions of the 28,627.57-share grant will vest each year over four years, aligning with his continued service at Citigroup during that period.

Can Timothy Ryan immediately sell the new Citigroup (C) shares he was granted?

None of the newly granted deferred shares are eligible for immediate sale. The award is structured to vest over time, with four equal annual installments starting January 20, 2027, so any potential sale would follow the vesting of each installment.

How many Citigroup (C) shares does Timothy Ryan own after this Form 4 transaction?

Following the reported award, Timothy Ryan beneficially owns 58,394.95 Citigroup common shares directly. This total reflects the addition of 28,627.57 deferred shares granted on February 11, 2026, as disclosed in the insider transaction report.

Under which plan was Timothy Ryan’s Citigroup (C) stock award granted?

The award was granted under Citigroup’s 2019 Stock Incentive Plan. It consists of deferred common stock that vests in four equal annual installments beginning January 20, 2027, and none of the awarded shares are available for immediate sale upon grant.