STOCK TITAN

Citigroup (C) director Form 4 shows new deferred stock award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Citigroup Inc. director Ellen Costello reported changes in her ownership of Citigroup common stock. On 01/02/2026, she acquired 1,262.605 shares of common stock at a price of $0, described as deferred shares awarded under Citigroup’s Compensation Plan for Non-Employee Directors. Following this transaction, she holds 1,262.605 shares directly, 5,217 shares indirectly through a trust, and 66,669.944 deferred shares of common stock held by Citigroup for her benefit, as well as 820 shares jointly owned with her spouse and 600 shares held indirectly by her spouse.

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Insider COSTELLO ELLEN
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 1,262.605 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,262.605 shares (Direct); Common Stock — 5,217 shares (Indirect, By Trust)
Footnotes (1)
  1. Deferred shares awarded under the Issuer's Compensation Plan for Non-Employee Directors. Reflects 2,117 shares of deferred common stock that vested on 1/2/2026 and were transferred to the Reporting Person's Trust in accordance with her instructions. Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person pursuant to the Issuer's Compensation Plan for Non-Employee Directors. Represents shares of common stock jointly owned by the Reporting Person and her spouse.
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*
COSTELLO ELLEN

(Last) (First) (Middle)
CITIGROUP INC., CORPORATE LAW DEPARTMENT
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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026
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 01/02/2026 A 1,262.605(1) A $0 1,262.605(2) D
Common Stock 5,217(2) I By Trust
Common Stock 66,669.944(3) I See Footnote
Common Stock 820(4) D
Common Stock 600 I By Spouse
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. Deferred shares awarded under the Issuer's Compensation Plan for Non-Employee Directors.
2. Reflects 2,117 shares of deferred common stock that vested on 1/2/2026 and were transferred to the Reporting Person's Trust in accordance with her instructions.
3. Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person pursuant to the Issuer's Compensation Plan for Non-Employee Directors.
4. Represents shares of common stock jointly owned by the Reporting Person and her spouse.
Ellen Costello by Joseph B. Wollard, Attorney-in-Fact 01/06/2026
** 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 Ellen Costello?

Citigroup reported that director Ellen Costello acquired 1,262.605 shares of Citigroup common stock on 01/02/2026 at a price of $0, identified as deferred shares under the company’s Compensation Plan for Non-Employee Directors.

How many Citigroup (C) shares does Ellen Costello own directly after this Form 4?

After the reported transaction, Ellen Costello beneficially owns 1,262.605 Citigroup common shares directly.

What indirect Citigroup (C) holdings does Ellen Costello report?

Ellen Costello reports 5,217 Citigroup shares indirectly through a trust, 66,669.944 deferred shares of common stock held by Citigroup for her benefit, and 600 shares held indirectly by her spouse.

What are the 2,117 deferred Citigroup (C) shares mentioned in the Form 4 footnotes?

The filing explains that 2,117 shares of deferred common stock vested on 01/02/2026 and were transferred to Ellen Costello’s trust in accordance with her instructions.

What does the Form 4 say about Citigroup (C) shares jointly owned by Ellen Costello?

The Form 4 states that 820 Citigroup common shares are jointly owned by Ellen Costello and her spouse.

Under what plan were Citigroup (C) deferred shares awarded to Ellen Costello?

The footnotes state that the deferred shares were awarded under Citigroup’s Compensation Plan for Non-Employee Directors.