Citigroup (C) director Turley reports routine stock and deferred share awards

Rhea-AI Filing Summary

Citigroup Inc. director James S. Turley reported stock-based compensation awards rather than open-market trades. On April 1, 2026, he acquired 6.8255 shares of Citigroup common stock at $110.99 per share through reinvestment of dividend equivalents under the company’s Compensation Plan for Non-Employee Directors, bringing his directly held stake to 2,806.4305 shares.

On the same date, he also acquired 211.2152 deferred shares of common stock at $110.99 per share, which the company holds for his benefit under the same compensation plan, increasing his indirect deferred holdings to 39,282.5162 shares. These awards reflect routine director compensation and do not represent discretionary open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Turley James S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6.826	$110.99	$757.56
Grant/Award	Common Stock	211.215	$110.99	$23K

Holdings After Transaction: Common Stock — 2,806.431 shares (Direct); Common Stock — 39,282.516 shares (Indirect, See Footnote)

Footnotes (1)

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

Direct shares acquired: 6.8255 shares at $110.99 Direct holdings after award: 2,806.4305 shares Deferred shares acquired: 211.2152 shares at $110.99 +2 more

5 metrics

Direct shares acquired 6.8255 shares at $110.99 Dividend equivalent reinvestment on April 1, 2026

Direct holdings after award 2,806.4305 shares Common stock held directly after April 1, 2026 transaction

Deferred shares acquired 211.2152 shares at $110.99 Deferred common stock credited April 1, 2026

Indirect deferred holdings 39,282.5162 shares Deferred Citigroup common stock held for Turley’s benefit

Transaction code A (grant/award acquisition) Both transactions classified as awards, not market trades

Key Terms

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

4 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"

Compensation Plan for Non-Employee Directors financial

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

indirect ownership financial

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

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^*

Turley James S

(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	2,806.4305	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.

	James S. Turley 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)

FAQ

What did Citigroup (C) director James S. Turley report in this Form 4?

James S. Turley reported routine stock-based compensation awards, not market trades. He received small amounts of Citigroup common stock and deferred shares under the company’s Compensation Plan for Non-Employee Directors, reflecting ongoing director compensation rather than a change in investment stance.

How many Citigroup (C) shares did James S. Turley acquire directly?

He acquired 6.8255 Citigroup common shares at $110.99 per share. These came from reinvested dividend equivalents under the non-employee director compensation plan, increasing his directly held position to 2,806.4305 shares after the reported transaction.

What are the indirect Citigroup (C) holdings reported by James S. Turley?

Turley reported 211.2152 deferred Citigroup shares acquired at $110.99 per share. These deferred shares are held by Citigroup for his benefit under the Compensation Plan for Non-Employee Directors, bringing his total indirect deferred holdings to 39,282.5162 shares.

Were James S. Turley’s Citigroup (C) transactions open-market buys or sells?

The transactions were not open-market buys or sells. They are coded as “A” for grant or award acquisitions, reflecting dividend equivalent reinvestments and deferred share awards under Citigroup’s non-employee director compensation plan, rather than discretionary trading in the market.

What do dividend equivalents mean in this Citigroup (C) Form 4 filing?

Dividend equivalents are cash amounts tied to dividends on underlying shares, here reinvested as additional Citigroup stock. In this filing, dividend equivalents under the non-employee director compensation plan were converted into 6.8255 new shares credited to James S. Turley’s direct holdings.

How large is James S. Turley’s total reported Citigroup (C) position after these awards?

After these awards, Turley holds 2,806.4305 Citigroup shares directly and 39,282.5162 deferred shares indirectly. Both positions arise from compensation arrangements for non-employee directors, combining current stock ownership with deferred share units held for his benefit.