Citigroup (C) director reports new deferred share grant for 2026

Rhea-AI Filing Summary

Citigroup Inc. director Peter B. Henry reported receiving a new award of deferred common stock under the company’s Compensation Plan for Non-Employee Directors. On 01/02/2026, he acquired 1,262.605 shares of common stock at a price of $0, reflecting stock-based compensation rather than an open-market purchase.

After this transaction, he beneficially owns 3,403.0225 shares of Citigroup common stock directly and an additional 27,737.9785 deferred shares held by Citigroup for his benefit under the same compensation plan. The filing is signed on his behalf by an attorney-in-fact.

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^*

Henry Peter B.

(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	3,403.0225	D
Common Stock								27,737.9785(2)	I	See Footnote

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. 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.

	Peter B. Henry 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.
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FAQ

What insider transaction did Citigroup (C) report for director Peter B. Henry?

The filing shows that director Peter B. Henry received an award of 1,262.605 shares of Citigroup common stock as deferred shares under the company’s Compensation Plan for Non-Employee Directors on 01/02/2026 at a price of $0.

How many Citigroup (C) shares does Peter B. Henry own after this Form 4?

Following the reported transaction, Peter B. Henry beneficially owns 3,403.0225 Citigroup common shares directly and 27,737.9785 deferred shares of common stock held by Citigroup for his benefit under the Compensation Plan for Non-Employee Directors.

What is the nature of the deferred shares reported for Citigroup (C)?

The filing explains that the deferred shares are awarded under Citigroup’s Compensation Plan for Non-Employee Directors and are held by the issuer for the benefit of the reporting person rather than being immediately delivered as regular shares.

Was the Citigroup (C) director transaction an open-market purchase or compensation?

The transaction is described as an award of deferred shares under Citigroup’s Compensation Plan for Non-Employee Directors at a price of $0, indicating it is stock-based compensation, not an open-market purchase.

Who signed the Citigroup (C) Form 4 for Peter B. Henry?

The Form 4 is signed as “Peter B. Henry by Joseph B. Wollard, Attorney-in-Fact”, indicating it was executed by an attorney-in-fact on behalf of the reporting person.