Citigroup (C) director granted deferred common shares as board compensation

Rhea-AI Filing Summary

DUGAN JOHN CUNNINGHAM reported acquisition or exercise transactions in this Form 4 filing.

CITIGROUP INC director John Cunningham Dugan reported a compensation-related stock award rather than an open-market trade. He received 438.4242 deferred shares of common stock as a grant under Citigroup’s Compensation Plan for Non-Employee Directors, at a reference price of $142.5560 per share, held indirectly for his benefit. A separate entry reflects 12,193.9389 common shares held directly as of the same date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DUGAN JOHN CUNNINGHAM

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	438.424	$142.556	$63K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 32,842.199 shares (Indirect, See Footnote); Common Stock — 12,193.939 shares (Direct)

Footnotes (1)

1. Deferred shares awarded under the Issuer's Compensation Plan for Non-Employee Directors. 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.

Key Figures

Deferred shares granted: 438.4242 shares Grant reference price: $142.5560/share Direct holdings after transaction: 12,193.9389 shares +1 more

4 metrics

Deferred shares granted 438.4242 shares Award under Compensation Plan for Non-Employee Directors

Grant reference price $142.5560/share Deferred common stock award value

Direct holdings after transaction 12,193.9389 shares Citigroup common stock held directly

Indirect deferred holdings after award 32,842.1993 shares Deferred shares held for reporting person’s benefit

Key Terms

Deferred shares, Compensation Plan for Non-Employee Directors, indirect ownership

3 terms

Deferred shares financial

"Deferred shares awarded under the Issuer's Compensation Plan for Non-Employee Directors."

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

Compensation Plan for Non-Employee Directors financial

"Awarded under the Issuer's Compensation Plan for Non-Employee Directors."

indirect ownership financial

"Common Stock entry shows indirect ownership with nature of ownership 'See Footnote'."

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Available on EDGAR 07/02/2026 - 01:03 PM Accepted by SEC EDGAR 07/02/2026 - 01:03 PM Learn about SEC filing dates

FAQ

What did Citigroup (C) director John Cunningham Dugan report in this Form 4?

He reported a grant of 438.4242 deferred shares of Citigroup common stock. These were awarded as compensation under Citigroup’s Compensation Plan for Non-Employee Directors, rather than bought on the open market, and are held indirectly for his benefit by the company.

Was the Citigroup (C) Form 4 transaction a market purchase or a compensation grant?

It was a compensation grant, not a market purchase. The 438.4242 shares are deferred stock awarded under Citigroup’s Compensation Plan for Non-Employee Directors, with the shares held by Citigroup for the director’s benefit instead of being acquired in open-market trading.

How many Citigroup (C) shares does director John Cunningham Dugan hold after this Form 4?

The filing shows 12,193.9389 Citigroup common shares held directly. It also reports 32,842.1993 deferred shares held indirectly for his benefit under the Compensation Plan for Non-Employee Directors, giving context to both his direct and deferred stock positions.

What is the reference price for the Citigroup (C) deferred share grant in this Form 4?

The 438.4242 deferred Citigroup common shares are valued at a reference price of $142.5560 per share. This figure reflects the price used for the compensation award calculation, not necessarily a price paid in an open-market stock transaction.

How are the Citigroup (C) deferred shares in this Form 4 held for the director?

The deferred shares are held by Citigroup for the benefit of John Cunningham Dugan. They are issued under the company’s Compensation Plan for Non-Employee Directors, with the filing describing them as deferred shares of common stock maintained on his behalf.

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^*

DUGAN JOHN CUNNINGHAM

(Last) (First) (Middle)

CITIGROUP INC.

388 GREENWICH STREET

(Street)

NEW YORK NEW YORK 10013

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		A		438.4242(1)	A	$142.556	32,842.1993(2)	I	See Footnote
Common Stock								12,193.9389	D

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.

	John C. Dugan by Joseph B. Wollard, Attorney-in-Fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)