Form 4: Mason Mark reports acquisition/exercise transactions in C

Rhea-AI Filing Summary

Mason Mark reported acquisition or exercise transactions in a Form 4 filing for C. The filing lists transactions totaling 52,367 shares. Following the reported transactions, holdings were 237,416 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mason Mark

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	52,367.39	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 237,415.63 shares (Direct); Common Stock — 349.229 shares (Indirect, By 401(K))

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
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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^*

Mason Mark

(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)
	Chief Financial Officer

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		52,367.39(1)	A	$0	237,415.63	D
Common Stock								349.229	I	By 401(K)

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.

	Mark Mason 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 did Citigroup (C) disclose about Mark Mason’s latest Form 4 transaction?

Citigroup reported that CFO Mark Mason received 52,367.39 deferred shares of common stock as an equity award. The grant was made at $0 per share under the 2019 Stock Incentive Plan and is structured as a compensation-related acquisition, not an open-market purchase.

How many Citigroup (C) shares does Mark Mason own after this Form 4 filing?

After the reported grant, Mark Mason beneficially owns 237,415.63 Citigroup common shares directly. The filing also shows an additional 349.229 shares held indirectly through a 401(k) plan, reflecting both his long-term incentive award and retirement-related holdings.

What are the vesting terms of Mark Mason’s new Citigroup (C) deferred stock award?

The Form 4 states the deferred stock vests in four equal annual installments beginning on January 20, 2027. None of the award is eligible for immediate sale, emphasizing its role as a long-term incentive tied to multi-year service and performance.

Was Mark Mason’s Citigroup (C) Form 4 transaction an open-market stock purchase?

No, the filing describes the transaction as a grant or award of 52,367.39 deferred shares at $0 per share. It is compensation under Citigroup’s 2019 Stock Incentive Plan, not an open-market purchase where shares are bought on a stock exchange.

How is Mark Mason’s 401(k) ownership in Citigroup (C) stock reported in this Form 4?

The Form 4 lists 349.229 Citigroup common shares held indirectly “By 401(K).” This line reflects Mason’s retirement-plan holdings and is classified as indirect beneficial ownership, separate from his directly held and newly awarded deferred stock.

What transaction code is used in Mark Mason’s Citigroup (C) Form 4, and what does it mean?

The Form 4 uses transaction code “A” for the common stock grant. The filing describes this as a grant, award, or other acquisition of 52,367.39 deferred shares, indicating compensation-related stock issuance rather than a market trade or sale of existing holdings.