[Form 4] CITIGROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Citigroup Inc. director Diana L. Taylor reported two non-derivative acquisitions on 10/01/2025 under Form 4. The filings show an acquisition of 12.5934 shares and an acquisition of 334.7651 shares, each recorded at a price of $102.368, and explained as a reinvestment of dividend equivalents under the issuer's compensation plan for non-employee directors. After these transactions, the reporting person holds 2,161.201 shares directly and 57,450.1413 shares indirectly; the indirect holdings are described as deferred shares held by the issuer for the reporting person under the same plan. The form is signed by an attorney-in-fact on behalf of Ms. Taylor on 10/03/2025.

Positive

• Reinvestment of dividend equivalents resulted in additional director-held shares on 10/01/2025
• 57,450.1413 deferred shares are held by the issuer for the reporting person, maintaining substantial indirect ownership

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Director increased holdings via dividend reinvestment; indirect deferred shares remain substantial.

Diana L. Taylor acquired 12.5934 and 334.7651 shares on 10/01/2025 through a reinvestment mechanism tied to the director compensation plan, recorded at $102.368 per share. The filing explicitly states these purchases are dividend-equivalent reinvestments, not open-market trades.

The report also discloses 57,450.1413 shares held indirectly as deferred shares by the issuer for the reporting person, which is a disclosure about the form of compensation rather than a third-party holding. This reflects compensation structure and ongoing director ownership alignment but contains no indication of voluntary cash purchases or sales.

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).

1. Name and Address of Reporting Person^*

TAYLOR DIANA L

(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		334.7651(1)	A	$102.368	57,450.1413(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.

	Diana L. Taylor 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.
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.

FAQ

What did the Citigroup (C) Form 4 filed for Diana L. Taylor report?

The Form 4 reports acquisitions of 12.5934 and 334.7651 shares on 10/01/2025 at $102.368 per share, via reinvestment of dividend equivalents, and discloses 2,161.201 direct and 57,450.1413 indirect shares owned following the transactions.

What was the reason given for the share acquisitions in the Form 4?

The filings state the shares were acquired by reinvestment of dividend equivalents under Citigroup's Compensation Plan for Non-Employee Directors.

Are the reported holdings direct or indirect for Diana L. Taylor?

The Form 4 shows 2,161.201 shares held directly and 57,450.1413 shares held indirectly as deferred shares held by the issuer for her benefit.

What price per share is disclosed for the transactions?

Each acquisition is recorded at a price of $102.368 per share in the Form 4.