Citigroup director receives stock-based awards

CITIGROUP INC director Duncan P. Hennes reported routine stock-based compensation awards.

Rhea-AI Filing Summary

CITIGROUP INC director Duncan P. Hennes reported routine stock-based compensation awards. On April 1, he acquired 6.8255 shares of common stock at $110.99 per share through reinvestment of dividend equivalents under the Compensation Plan for Non-Employee Directors.

He also acquired 211.2152 deferred shares of common stock at $110.99 per share, which are held by Citigroup for his benefit under the same compensation plan. Following these transactions, he holds 1,681.4305 shares directly and 39,282.5162 deferred shares indirectly.

Insider Trade Summary

Grant/Award: 218.0407 shares

Grant/Award 2 txns

Insider HENNES DUNCAN P

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6.8255	$110.99	$757.56
Grant/Award	Common Stock	211.2152	$110.99	$23K

Holdings After Transaction: Common Stock — 1,681.4305 shares (Direct); Common Stock — 39,282.5162 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors.
2. F2. 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.

Key Figures

Shares acquired via dividend equivalents: 6.8255 shares Dividend-equivalent award price: $110.99/share Deferred shares awarded: 211.2152 shares +2 more

5 metrics

Shares acquired via dividend equivalents 6.8255 shares Common Stock awarded at $110.99 per share

Dividend-equivalent award price $110.99/share Price used for 6.8255-share award

Deferred shares awarded 211.2152 shares Common Stock deferred under director compensation plan at $110.99

Direct holdings after transaction 1,681.4305 shares Citigroup common stock held directly by Hennes

Indirect deferred holdings after transaction 39,282.5162 shares Deferred Citigroup common stock held for Hennes’ benefit

Key Terms

dividend equivalents, deferred shares, Compensation Plan for Non-Employee Directors

3 terms

dividend equivalents financial

"Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors."

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.

deferred shares financial

"Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person"

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

Compensation Plan for Non-Employee Directors financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Citigroup (C) director Duncan P. Hennes report?

Duncan P. Hennes reported acquiring small amounts of Citigroup common stock as compensation. He received 6.8255 shares via dividend-equivalent reinvestment and 211.2152 deferred shares, both at $110.99 per share, under Citigroup’s Compensation Plan for Non-Employee Directors.

Were Duncan P. Hennes’ Citigroup (C) transactions open-market purchases or compensation awards?

The transactions were compensation-related awards, not open-market purchases. They reflect reinvested dividend equivalents and deferred shares granted under Citigroup’s Compensation Plan for Non-Employee Directors, rather than discretionary buying or selling in the open market.

How many Citigroup (C) shares does Duncan P. Hennes hold after these transactions?

After these awards, Duncan P. Hennes holds 1,681.4305 Citigroup common shares directly. He also has 39,282.5162 deferred shares of common stock held by Citigroup for his benefit under the Compensation Plan for Non-Employee Directors.

What is the nature of the indirect Citigroup (C) holdings reported by Duncan P. Hennes?

The indirect holdings are deferred shares of Citigroup common stock. They are held by Citigroup for the benefit of Duncan P. Hennes under the company’s Compensation Plan for Non-Employee Directors, rather than being held in a traditional brokerage account.

At what price were the Citigroup (C) shares awarded to Duncan P. Hennes?

Both the 6.8255 shares from dividend-equivalent reinvestment and the 211.2152 deferred shares were valued at $110.99 per share. This price is used to record the compensation-related stock awards in the Form 4 filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:03 PM EDT Learn about SEC filing dates

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^*

HENNES DUNCAN P

(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	1,681.4305	D
Common Stock	04/01/2026		A		211.2152(1)	A	$110.99	39,282.5162(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.

	Duncan P. Hennes 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)