Citigroup (C) banking head sells 19,974 shares after 27,951-share grant

Rhea-AI Filing Summary

Citigroup Inc. Head of U.S. Personal Banking Gonzalo Luchetti reported both a stock award and a share sale. On February 11, 2026, he acquired 27,951.02 shares of deferred common stock at $0 under Citigroup's 2019 Stock Incentive Plan, bringing his holdings to 102,562.22 shares. This award vests in four equal annual installments starting January 20, 2027 and cannot be sold immediately. On February 12, 2026, he executed an open-market sale of 19,974 common shares at an average price of $115.0257, with individual trades ranging from $114.88 to $115.286, leaving him with 82,588.22 shares held directly.

Insider Trade Summary

Net Seller: 19,974 shares ($2,297,523)

Net Sell 2 txns

Insider LUCHETTI GONZALO

Role Head of U.S. Personal Banking

Sold 19,974 shs ($2.30M)

Type	Security	Shares	Price	Value
Sale	Common Stock	19,974	$115.0257	$2.30M
Grant/Award	Common Stock	27,951.02	$0.00	--

Holdings After Transaction: Common Stock — 82,588.22 shares (Direct)

Footnotes (1)

1. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in four equal annual installments beginning on January 20, 2027; none of the award is eligible for immediate sale. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $114.88 to USD $115.286. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

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^*

LUCHETTI GONZALO

(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 U.S. Personal Banking

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A		27,951.02(1)	A	$0	102,562.22	D
Common Stock	02/12/2026		S		19,974	D	$115.0257(2)	82,588.22	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. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in four equal annual installments beginning on January 20, 2027; none of the award is eligible for immediate sale.

2. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $114.88 to USD $115.286. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

	Gonzalo Luchetti by Joseph B. Wollard, Attorney-in-Fact	02/13/2026
	** 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.

FAQ

What insider transactions did Citigroup (C) executive Gonzalo Luchetti report?

Gonzalo Luchetti reported two transactions: a grant of 27,951.02 deferred Citigroup common shares on February 11, 2026 and an open-market sale of 19,974 common shares on February 12, 2026, both held and transacted as direct ownership.

How many Citigroup (C) shares did Gonzalo Luchetti sell and at what price?

He sold 19,974 Citigroup common shares in an open-market transaction at an average price of $115.0257 per share. The individual sale prices ranged from $114.88 to $115.286, as disclosed, with all sales reported together on a single transaction line.

What stock award did Gonzalo Luchetti receive from Citigroup (C)?

He received an award of 27,951.02 deferred Citigroup common shares at $0 under the 2019 Stock Incentive Plan. The award vests in four equal annual installments starting January 20, 2027, and none of the granted shares are eligible for immediate sale.

How many Citigroup (C) shares does Gonzalo Luchetti own after these transactions?

After the February 12, 2026 sale, Gonzalo Luchetti beneficially owns 82,588.22 Citigroup common shares directly. This reflects the prior grant of 27,951.02 deferred shares and the subsequent disposition of 19,974 shares in the open market.

What role does Gonzalo Luchetti hold at Citigroup (C) in this Form 4?

In this Form 4, Gonzalo Luchetti is identified as an officer of Citigroup with the title Head of U.S. Personal Banking. The reported equity grant and share sale relate to his position and compensation as a senior executive of the company.

Are Gonzalo Luchetti’s awarded Citigroup (C) shares immediately saleable?

No, the awarded 27,951.02 deferred Citigroup shares are not immediately saleable. They vest in four equal annual installments beginning January 20, 2027, meaning portions become available over time according to the plan’s vesting schedule.