Form 4: Wechter Sara reports acquisition/exercise transactions in C

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Form Type

Rhea-AI Filing Summary

Wechter Sara reported acquisition or exercise transactions in a Form 4 filing for C. The filing lists transactions totaling 23,647 shares. Following the reported transactions, holdings were 116,062 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wechter Sara

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,647.25	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 116,061.93 shares (Direct); Common Stock — 10.911 shares (Indirect, By 401(K))

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/13/2026 - 04:09 PM

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^*

Wechter Sara

(Last)

(First)

(Middle)

CITIGROUP INC.

388 GREENWICH STREET

(Street)

NEW YORK

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 Human Resources Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2026		A		23,647.25⁽¹⁾	A	$0	116,061.93	D
Common Stock								10.911	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

	Sara Wechter 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Citigroup (C) report for Sara Wechter?

Citigroup reported that Chief Human Resources Officer Sara Wechter received a grant of 23,647.25 deferred common shares. The award was made on February 11, 2026 at a grant price of $0 per share under the company’s 2019 Stock Incentive Plan as a non-market equity award.

How many Citigroup (C) shares does Sara Wechter own after this Form 4?

After the reported grant, Sara Wechter beneficially owns 116,061.93 Citigroup common shares directly. She also holds 10.911 additional shares indirectly through a 401(k) plan, reflecting her total reported beneficial ownership in the company’s stock following this transaction.

Is Sara Wechter’s Citigroup (C) stock award immediately saleable?

The stock award is not immediately saleable. The deferred stock granted under Citigroup’s 2019 Stock Incentive Plan vests in four equal annual installments starting January 20, 2027, and the filing explicitly states that none of the awarded shares are eligible for immediate sale.

What type of transaction was reported in this Citigroup (C) Form 4?

The filing shows an acquisition coded as a grant or award (transaction code A), not a market purchase. Sara Wechter received 23,647.25 deferred common shares at $0 per share as part of her compensation, rather than buying shares on the open market.

Under which plan was Sara Wechter’s Citigroup (C) stock grant issued?

The deferred stock grant was issued under Citigroup’s 2019 Stock Incentive Plan. This plan provides equity-based compensation, and the filing notes that the award vests in four equal annual installments beginning January 20, 2027, with no portion initially available for sale.

How is part of Sara Wechter’s Citigroup (C) ownership held indirectly?

A small portion of Sara Wechter’s Citigroup ownership, totaling 10.911 common shares, is held indirectly through a 401(k) plan. The filing identifies this as indirect beneficial ownership with the nature of ownership described specifically as “By 401(K)” in the ownership table.