Citigroup (C) CFO Mason reports 29,209.72 shares withheld for taxes

Rhea-AI Filing Summary

Citigroup Inc. Chief Financial Officer Mark Mason reported a tax-related share withholding tied to vested stock awards. On 01/20/2026, 29,209.72 shares of Citigroup common stock were withheld at a price of $118.04 per share to satisfy tax withholding obligations arising from the vesting of previously awarded stock. After this transaction, Mason beneficially owned 185,048.24 Citigroup common shares directly and 349.201 shares indirectly through a 401(k) plan. The filing reflects administration of equity compensation rather than an open-market sale.

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

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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^*

Mason Mark

(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)
	Chief Financial Officer

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		29,209.72(1)	D	$118.04	185,048.24	D
Common Stock								349.201	I	By 401(K)

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.

	Mark Mason 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

What did Citigroup (C) CFO Mark Mason report in this Form 4?

Citigroup Chief Financial Officer Mark Mason reported a tax-related withholding of 29,209.72 shares of Citigroup common stock on 01/20/2026. The shares were withheld to cover tax obligations from the vesting of previously awarded stock.

Was the Citigroup (C) CFO’s transaction an open-market sale?

No. The footnote states the transaction involved withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock, rather than a discretionary open-market sale.

How many Citigroup (C) shares does the CFO own after this Form 4 transaction?

After the withholding transaction, Mark Mason beneficially owned 185,048.24 Citigroup common shares directly and 349.201 shares indirectly through a 401(k) plan.

What was the price used for the Citigroup (C) share withholding?

The reported transaction price for the withheld Citigroup common stock was $118.04 per share on 01/20/2026.

What does the transaction code "F" mean in this Citigroup (C) Form 4?

The transaction code "F" indicates a tax-related transaction, specifically the withholding of shares to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.

What is the indirect Citigroup (C) holding disclosed in the Form 4?

The filing reports an indirect holding of 349.201 shares of Citigroup common stock held "By 401(K)", indicating shares held in a 401(k) retirement plan associated with Mark Mason.