Citigroup (C) director Duncan P. Hennes discloses deferred stock and dividend reinvestments

Rhea-AI Filing Summary

Citigroup Inc. director Duncan P. Hennes reported equity awards and dividend reinvestments in Citigroup common stock tied to his service as a non-employee director. On 01/02/2026, he acquired 1,262.605 shares of deferred common stock at $0 under Citigroup’s Compensation Plan for Non-Employee Directors, bringing his directly held common stock to 3,835.806 shares.

He also acquired 10.915 shares and 185.4199 shares of common stock at a price of $118.802 per share through reinvestment of dividend equivalents under the same plan. Following these transactions, he held 1,674.605 shares directly and 39,071.301 shares indirectly as deferred common stock held by Citigroup for his benefit, including 2,172.1160 shares that vested on 01/02/2026 and were transferred to his deferred compensation account.

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^*

HENNES DUNCAN P

(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	3,835.806	D
Common Stock	01/02/2026		A		10.915(2)	A	$118.802	1,674.605(3)	D
Common Stock	01/02/2026		A		185.4199(2)	A	$118.802	39,071.301(3)(4)	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. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors.

3. Reflects 2,172.1160 shares of deferred common stock which vested on 1/2/2026 and were transferred to the Reporting Person's deferred compensation account in accordance with the terms of the Issuer's Compensation Plan for Non-Employee Directors.

4. 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.

	Duncan P. Hennes 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) disclose for Duncan P. Hennes?

Citigroup disclosed that director Duncan P. Hennes reported acquisitions of Citigroup common stock on 01/02/2026, primarily through deferred share awards and dividend reinvestments under the Compensation Plan for Non-Employee Directors.

How many Citigroup (C) shares did Duncan P. Hennes acquire on 01/02/2026?

On 01/02/2026, Duncan P. Hennes acquired 1,262.605 deferred shares at $0, plus 10.915 shares and 185.4199 shares of common stock at $118.802 per share through dividend equivalent reinvestments.

What is the source of the new Citigroup (C) shares reported by Duncan P. Hennes?

The transactions reflect deferred share awards and reinvestment of dividend equivalents under Citigroup’s Compensation Plan for Non-Employee Directors, rather than open-market purchases.

How many Citigroup (C) shares does Duncan P. Hennes own directly and indirectly after the reported transactions?

After the reported transactions, Duncan P. Hennes held 1,674.605 shares of Citigroup common stock directly and 39,071.301 shares indirectly as deferred common stock held by Citigroup for his benefit.

What does the vesting of 2,172.1160 Citigroup (C) deferred shares mean for Duncan P. Hennes?

The filing states that 2,172.1160 shares of deferred common stock vested on 01/02/2026 and were transferred to Duncan P. Hennes’s deferred compensation account in line with the Compensation Plan for Non-Employee Directors.

Are the reported Citigroup (C) transactions by Duncan P. Hennes purchases or sales?

The Form 4 shows the transactions coded as acquisitions (A) of common stock and deferred common stock; there are no reported dispositions or sales in this excerpt.