Citigroup (C) executive records 19,671.68 shares withheld for taxes

Rhea-AI Filing Summary

Citigroup Inc. executive Syed Shahmir Khaliq, Head of Services, reported one transaction in Citigroup common stock. On 01/20/2026, 19,671.68 shares of common stock were withheld at $118.04 per share. According to the filing, these shares were retained by the company to satisfy tax withholding obligations tied to the vesting of previously awarded stock, rather than being an open-market sale.

After this tax-related withholding, Khaliq reported 84,656.16 shares of Citigroup common stock owned directly.

Insights

Equity compensation and governance analyst

Routine tax withholding on vested stock; no open‑market sale.

The filing shows Syed Shahmir Khaliq, Head of Services at Citigroup Inc., had 19,671.68 shares of common stock withheld on 01/20/2026 at $118.04 per share. The transaction code is F, and the footnote clarifies this was to cover tax withholding obligations when previously granted stock vested.

This type of transaction is common in equity compensation programs and does not reflect a discretionary sale into the market. Following the withholding, Khaliq directly held 84,656.16 shares of Citigroup common stock. The filing mainly updates ownership records; its impact on the broader investment case is limited.

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

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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^*

KHALIQ SYED SHAHMIR

(Last) (First) (Middle)

CITIGROUP INC.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Services

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		F		19,671.68(1)	D	$118.04	84,656.16	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. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.

	Syed Shahmir Khaliq by Joseph B. Wollard, Attorney-in-Fact	01/20/2026
	** 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.
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FAQ

Who is the insider in this Citigroup (C) Form 4 filing?

The insider is Syed Shahmir Khaliq, an officer of Citigroup Inc. with the title Head of Services, as disclosed in the filing.

What type of Citigroup (C) transaction did Syed Shahmir Khaliq report?

He reported a Form 4 non-derivative transaction coded F, meaning shares of common stock were withheld to pay taxes related to the vesting of previously awarded stock.

How many Citigroup (C) shares were withheld for taxes in this Form 4?

The filing reports that 19,671.68 shares of Citigroup common stock were withheld at a price of $118.04 per share to satisfy tax withholding obligations.

How many Citigroup (C) shares does Syed Shahmir Khaliq own after the reported transaction?

After the tax withholding transaction, Syed Shahmir Khaliq reported 84,656.16 shares of Citigroup common stock held directly.

Was this Citigroup (C) Form 4 transaction an open-market sale?

No. The footnote explains that the Form 4 transaction was a withholding of shares to cover tax obligations upon vesting of previously awarded stock, not a discretionary sale into the open market.

Does the Citigroup (C) Form 4 mention derivative securities for this insider?

The Form 4 includes a section for derivative securities, but for this insider and date, no derivative transactions are listed in the provided excerpt.