Form 4: Sieg Andrew M. reports acquisition/exercise transactions in C

Rhea-AI Filing Summary

Sieg Andrew M. reported acquisition or exercise transactions in a Form 4 filing for C. The filing lists transactions totaling 32,700 shares. Following the reported transactions, holdings were 301,409 shares.

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^*

Sieg Andrew M.

(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 Wealth

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		32,699.99(1)	A	$0	301,408.95	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.

	Andrew M. Sieg 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.
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FAQ

What insider transaction did Citigroup (C) report for Andrew M. Sieg?

Citigroup reported that Head of Wealth Andrew M. Sieg acquired 32,699.99 shares of common stock as a deferred stock award. The grant was made at a price of $0 as part of the company’s 2019 Stock Incentive Plan on February 11, 2026.

How many Citigroup (C) shares does Andrew M. Sieg own after this Form 4?

After the reported award, Andrew M. Sieg beneficially owns 301,408.95 shares of Citigroup common stock directly. This total reflects the addition of 32,699.99 deferred shares granted on February 11, 2026, under Citigroup’s 2019 Stock Incentive Plan.

Is the Citigroup (C) deferred stock award to Andrew M. Sieg immediately saleable?

No, the deferred stock award is not immediately saleable. The filing states that none of the award is eligible for immediate sale. Instead, it vests over time according to a specified four‑year schedule beginning in January 2027.

When does Andrew M. Sieg’s Citigroup (C) deferred stock grant start vesting?

The deferred stock grant begins vesting on January 20, 2027. It vests in four equal annual installments starting on that date, meaning the award becomes available gradually over four years rather than all at once.

What plan governs Andrew M. Sieg’s deferred stock award at Citigroup (C)?

The award is granted under Citigroup’s 2019 Stock Incentive Plan. This plan provides for deferred stock awards to company personnel, and the filing specifies that Sieg’s grant follows its terms, including multi‑year vesting and no eligibility for immediate sale.

What Form 4 transaction code was used for Andrew M. Sieg’s Citigroup (C) grant?

The transaction used code “A,” which indicates a grant, award, or other acquisition of securities. In this case, it reflects a deferred stock award of 32,699.99 Citigroup common shares at a price of $0 under the 2019 Stock Incentive Plan.