[Form 4] CITIGROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Renee James, a director reporting through the Citigroup Inc. corporate law department, reported two non-derivative acquisitions of Common Stock on 10/01/2025. The filing shows an acquisition of 12.5934 shares at a reported price of $102.368, and a separate acquisition of 167.6309 shares at the same price. Following those transactions the reporting person is shown as beneficially owning 2,161.201 shares directly and 28,767.7021 shares indirectly. The footnotes state the smaller amount reflects reinvestment of dividend equivalents under the issuer's compensation plan for non-employee directors and the larger amount represents deferred shares held by the issuer for the reporting person’s benefit.

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).

1. Name and Address of Reporting Person^*

James Renee Jo

(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)
10/01/2025

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	10/01/2025		A		12.5934(1)	A	$102.368	2,161.201	D
Common Stock	10/01/2025		A		167.6309(1)	A	$102.368	28,767.7021(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. Reinvestment of dividend equivalents 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.

	Renee James by Joseph B. Wollard, Attorney-in-Fact	10/03/2025
	** 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 did the Citigroup (C) Form 4 filed for Renee James report?

The Form 4 reports two acquisitions on 10/01/2025: 12.5934 shares and 167.6309 shares of Citigroup common stock at $102.368 per share.

Why were the shares acquired according to the Form 4?

Footnote (1) states the 12.5934 shares were a reinvestment of dividend equivalents under the issuer's compensation plan for non-employee directors.

What does the indirect ownership of 28,767.7021 shares represent?

Footnote (2) explains this represents deferred shares held by the issuer for the benefit of the reporting person under the compensation plan for non-employee directors.

When was the Form 4 signed and by whom?

The signature block shows Renee James by Joseph B. Wollard, Attorney-in-Fact with a signature date of 10/03/2025.

Are these transactions purchases or administratively recorded allocations?

The Form 4 transaction code is reported as V and footnotes identify the entries as reinvestment of dividend equivalents and deferred shares, indicating compensation-plan allocations rather than open-market trading.