Citigroup (NYSE: C) director boosts holdings with dividend share grant

Rhea-AI Filing Summary

Citigroup Inc. director Grace E. Dailey acquired additional common shares through a compensation-related dividend reinvestment. She received 6.8255 shares of Citigroup common stock at $110.99 per share, described as a reinvestment of dividend equivalents under the company’s Compensation Plan for Non-Employee Directors. Following this automatic grant/award acquisition, her directly owned position increased to 17,724.675 shares of Citigroup common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dailey Grace E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6.826	$110.99	$757.56

Holdings After Transaction: Common Stock — 17,724.675 shares (Direct)

Footnotes (1)

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Key Figures

Shares acquired: 6.8255 shares Price per share: $110.99 per share Total shares after transaction: 17,724.675 shares

3 metrics

Shares acquired 6.8255 shares Grant/award acquisition on dividend equivalent reinvestment

Price per share $110.99 per share Value used for dividend equivalent reinvestment

Total shares after transaction 17,724.675 shares Direct holdings following Form 4 transaction

Key Terms

dividend equivalents, Compensation Plan for Non-Employee Directors, grant/award acquisition

3 terms

dividend equivalents financial

"Reinvestment of dividend equivalents under the Issuer's Compensation Plan"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Compensation Plan for Non-Employee Directors financial

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

grant/award acquisition financial

"transaction_action: grant/award acquisition for common stock"

Form 4 Insider Transactions: What Each Field Means →

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^*

Dailey Grace E

(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)
04/01/2026

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	04/01/2026		A		6.8255(1)	A	$110.99	17,724.675	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. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors.

	Grace E. Dailey by Joseph B. Wollard, Attorney-in-Fact	04/02/2026
	** 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)

FAQ

What insider transaction did Citigroup (C) director Grace E. Dailey report?

Grace E. Dailey reported acquiring 6.8255 Citigroup common shares. The shares were received as a grant tied to dividend equivalents under Citigroup’s Compensation Plan for Non-Employee Directors, modestly increasing her directly held stake in the company.

At what price were Grace E. Dailey’s new Citigroup (C) shares recorded?

The newly acquired 6.8255 Citigroup shares were recorded at $110.99 per share. This reflects the price used for the dividend equivalent reinvestment under the company’s Compensation Plan for Non-Employee Directors disclosed in the Form 4 filing.

How many Citigroup (C) shares does Grace E. Dailey hold after this Form 4 transaction?

After the reported transaction, Grace E. Dailey directly holds 17,724.675 Citigroup common shares. This total reflects the incremental addition of 6.8255 shares received through dividend equivalent reinvestment under the non-employee director compensation plan.

What is the nature of the Citigroup (C) shares acquired by Grace E. Dailey?

The shares represent a grant or award acquisition, not an open-market purchase. They arose from reinvestment of dividend equivalents credited under Citigroup’s Compensation Plan for Non-Employee Directors, as noted in the Form 4’s explanatory footnote.

Does Grace E. Dailey hold the reported Citigroup (C) shares directly or indirectly?

The Form 4 shows Grace E. Dailey’s ownership as direct. The 17,724.675 Citigroup common shares following the transaction are reported with a direct ownership code, indicating they are held in her own name rather than through an intermediary entity.