Citigroup (C) director John C. Dugan adds deferred stock holdings

Rhea-AI Filing Summary

Citigroup Inc. reported that director John C. Dugan filed a Form 4 disclosing acquisitions of deferred common stock on 01/02/2026 under the company’s Compensation Plan for Non-Employee Directors. One transaction added 1,262.605 deferred common shares at a price of $0, bringing his directly held beneficial ownership to 14,310.9389 shares. A second transaction added 526.0854 deferred common shares at a price of $118.802, held indirectly, for a total of 31,840.6613 shares reported as indirectly beneficially owned for his benefit.

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^*

DUGAN JOHN CUNNINGHAM

(Last) (First) (Middle)

CITIGROUP INC., CORPORATE LAW DEPARTMENT

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		A		1,262.605(1)	A	$0	14,310.9389	D
Common Stock	01/02/2026		A		526.0854(1)	A	$118.802	31,840.6613(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. Deferred shares awarded 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.

	John C. Dugan by Joseph B. Wollard, Attorney-in-Fact	01/06/2026
	** 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 insider transaction did Citigroup (C) report for John C. Dugan?

Citigroup reported that director John C. Dugan acquired additional deferred common stock on 01/02/2026 under the Compensation Plan for Non-Employee Directors.

How many Citigroup (C) shares does John C. Dugan now own directly and indirectly?

After the reported transactions, John C. Dugan beneficially owns 14,310.9389 Citigroup common shares directly and 31,840.6613 common shares indirectly for his benefit.

What were the sizes of the Citigroup (C) share awards to John C. Dugan?

On 01/02/2026, John C. Dugan received 1,262.605 deferred Citigroup common shares at $0 and 526.0854 deferred common shares at $118.802.

How are John C. Dugan’s indirect Citigroup (C) holdings structured?

The filing states that 31,840.6613 deferred common shares are held by Citigroup for the benefit of John C. Dugan under the Compensation Plan for Non-Employee Directors.

What role does John C. Dugan have at Citigroup (C)?

The Form 4 identifies John C. Dugan as a director of Citigroup Inc., and the filing is made by one reporting person.

Was a Rule 10b5-1 trading plan box available on this Citigroup (C) Form 4?

The form includes a checkbox to indicate transactions under a Rule 10b5-1(c) plan, but the excerpt only shows the presence of that option, not its selection status.