Citigroup (NYSE: C) executive stock withheld to cover tax obligations

Rhea-AI Filing Summary

Citigroup Inc. Chief Client Officer David Livingstone reported a tax-related share disposition. On the vesting of previously awarded stock, 85,180.13 shares of Citigroup common stock were withheld to satisfy tax obligations at a price of $132.18 per share. After this withholding, he directly holds 345,083.02 Citigroup common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Livingstone David

Role Chief Client Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	85,180.13	$132.18	$11.26M

Holdings After Transaction: Common Stock — 345,083.02 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 85,180.13 shares Withholding price per share: $132.18 per share Shares held after transaction: 345,083.02 shares

3 metrics

Shares withheld for taxes 85,180.13 shares Common Stock withheld for tax obligations on vesting

Withholding price per share $132.18 per share Value used for tax-withholding disposition

Shares held after transaction 345,083.02 shares Direct Citigroup common stock ownership post-transaction

Key Terms

tax withholding, vesting, Common Stock, non-derivative, +1 more

5 terms

tax withholding financial

"to satisfy tax withholding obligations in connection with the vesting"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

vesting financial

"in connection with the vesting of previously awarded stock"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Common Stock financial

"Withholding of shares of common stock to satisfy tax"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

non-derivative financial

"transaction_type": "non-derivative""

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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^*

Livingstone David

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Client Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

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	04/20/2026		F		85,180.13(1)	D	$132.18	345,083.02	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.

	David Livingstone by Joseph B. Wollard, Attorney-in-Fact	04/22/2026
	** 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 did Citigroup (C) executive David Livingstone report in this Form 4?

David Livingstone reported that 85,180.13 Citigroup common shares were withheld to satisfy tax obligations tied to vesting of previously granted stock. This is a compensation-related event, not an open-market trade, and he continues to hold 345,083.02 shares directly afterward.

Was David Livingstone’s Citigroup (C) transaction a stock sale?

No, the transaction reflects tax withholding, not an open-market stock sale. Shares were delivered back to Citigroup to cover tax liabilities from vesting of earlier stock awards, a routine administrative step commonly seen with executive equity compensation.

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

A total of 85,180.13 Citigroup common shares were withheld to cover tax obligations. The shares relate to the vesting of previously awarded stock, as described in the footnote, rather than discretionary buying or selling in the open market by the executive.

How many Citigroup (C) shares does David Livingstone hold after this transaction?

After the tax-withholding disposition, David Livingstone directly holds 345,083.02 Citigroup common shares. This figure, reported in the filing, shows his remaining direct ownership after the company retained some shares to satisfy the associated tax liability.

What does transaction code F mean in Citigroup (C) insider filings?

Transaction code F indicates shares used to pay an exercise price or tax liability, rather than a typical market sale. In this case, Citigroup common shares were withheld to satisfy taxes upon vesting of previously granted stock awards to the executive.

Does this Citigroup (C) Form 4 indicate any option exercises or derivative activity?

No derivative transactions are reported in this Form 4. The filing shows only a non-derivative Common Stock entry, where shares were withheld for taxes on vesting. The derivative summary section lists no remaining options or other derivative positions in this disclosure.