Citigroup (C) director adds common shares through dividend equivalents

Rhea-AI Filing Summary

Citigroup Inc. director Titilope Cole acquired additional common stock through a small equity award. On the transaction date, Cole received 17.3065 shares of Citigroup common stock at a reference price of $110.99 per share, credited as reinvested dividend equivalents under the company’s Compensation Plan for Non-Employee Directors. Following this award, Cole directly holds a total of 60,128.6126 Citigroup common shares, indicating this was a routine, compensation-related increase rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider COLE TITILOPE

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17.307	$110.99	$2K

Holdings After Transaction: Common Stock — 60,128.613 shares (Direct)

Footnotes (1)

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Key Figures

Shares acquired: 17.3065 shares Reference price per share: $110.99 per share Total holdings after transaction: 60,128.6126 shares

3 metrics

Shares acquired 17.3065 shares Grant/award acquisition of common stock via dividend equivalents

Reference price per share $110.99 per share Valuation used for the 17.3065-share award

Total holdings after transaction 60,128.6126 shares Citigroup common stock directly held by Titilope Cole after award

Key Terms

dividend equivalents, Compensation Plan for Non-Employee Directors, Common Stock, Grant, award, or other acquisition

4 terms

dividend equivalents financial

"Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Compensation Plan for Non-Employee Directors financial

"Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors."

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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^*

COLE TITILOPE

(Last) (First) (Middle)

CITIGROUP INC.

388 GREENWICH STREET

(Street)

NEW YORK NEW YORK 10013

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		A		17.3065(1)	A	$110.99	60,128.6126	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. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors.

	Titilope Cole by Joseph B. Wollard, Attorney-in-Fact	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Citigroup (C) director Titilope Cole report?

Citigroup director Titilope Cole reported receiving 17.3065 common shares as an equity award. The shares reflect reinvested dividend equivalents under Citigroup’s Compensation Plan for Non-Employee Directors, increasing Cole’s direct holdings to 60,128.6126 shares of Citigroup common stock.

Was the Citigroup (C) Form 4 transaction a market purchase or sale?

The Form 4 transaction was not a market purchase or sale. It records a grant-type acquisition of 17.3065 Citigroup common shares, credited as reinvested dividend equivalents under a compensation plan for non-employee directors, rather than an open-market trade on an exchange.

How many Citigroup (C) shares does Titilope Cole hold after this Form 4?

After this transaction, Titilope Cole directly holds 60,128.6126 Citigroup common shares. The Form 4 shows that 17.3065 new shares were added via dividend-equivalent reinvestment under the director compensation plan, modestly increasing the overall ownership position.

What does ‘dividend equivalents’ mean in Citigroup (C) director compensation?

In this context, dividend equivalents are cash amounts tied to dividends on underlying awards, credited in share form. For Titilope Cole, these dividend equivalents were reinvested into 17.3065 Citigroup common shares under the Compensation Plan for Non-Employee Directors, as disclosed in the Form 4 footnote.

What is the significance of transaction code "A" on the Citigroup (C) Form 4?

Transaction code "A" indicates a grant, award, or other acquisition of securities. For Citigroup director Titilope Cole, it reflects an automatic award of 17.3065 common shares via dividend-equivalent reinvestment, rather than a discretionary buy or sell in the open market.