Citigroup (C) executive Sunil Garg receives stock award and sells shares

Rhea-AI Filing Summary

Citigroup Inc. executive Sunil Garg reported both an equity award and a stock sale. On 02/11/2026 he received 23,097.38 shares of common stock at $0 as a deferred stock award under Citigroup’s 2019 Stock Incentive Plan, which vests in four equal annual installments starting January 20, 2027 and is not immediately saleable. On the same day he sold 18,000 shares of common stock in open-market transactions at an average price of $118.4928 per share. After these transactions, he directly held 129,894.72 Citigroup common shares.

Insider Trade Summary

Net Seller: 18,000 shares ($2,132,870)

Net Sell 2 txns

Insider Garg Sunil

Role CEO, Citibank, N.A.

Sold 18,000 shs ($2.13M)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,097.38	$0.00	--
Sale	Common Stock	18,000	$118.4928	$2.13M

Holdings After Transaction: Common Stock — 147,894.72 shares (Direct)

Footnotes (1)

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. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $118.4100 to USD $118.6200. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

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
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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^*

Garg Sunil

(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)
	CEO, Citibank, N.A.

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		A		23,097.38(1)	A	$0	147,894.72	D
Common Stock	02/11/2026		S		18,000	D	$118.4928(2)	129,894.72	D

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. 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.

2. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $118.4100 to USD $118.6200. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

	Sunil Garg 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.

FAQ

What insider transactions did Citigroup (C) executive Sunil Garg report?

Sunil Garg reported two transactions on February 11, 2026: an award of 23,097.38 Citigroup common shares at $0 under the 2019 Stock Incentive Plan, and an open-market sale of 18,000 shares at an average price of $118.4928 per share.

Was Sunil Garg’s Citigroup (C) stock award immediately saleable?

No, the 23,097.38-share award was deferred stock that vests in four equal annual installments beginning January 20, 2027. The filing states that none of this award is eligible for immediate sale, limiting near-term liquidity from the grant.

At what price did Sunil Garg sell Citigroup (C) shares on February 11, 2026?

He sold 18,000 Citigroup common shares at an average price of $118.4928. The filing notes this reflects multiple trades with prices ranging from $118.4100 to $118.6200, aggregated into a single reported line for disclosure purposes.

How many Citigroup (C) shares does Sunil Garg hold after these transactions?

Following the reported grant and sale, Sunil Garg directly owns 129,894.72 Citigroup common shares. This figure reflects his updated beneficial ownership after receiving the deferred stock award and completing the 18,000-share open-market sale.

What plan governed Sunil Garg’s Citigroup (C) stock award?

The award of 23,097.38 Citigroup common shares was granted under the company’s 2019 Stock Incentive Plan. It is structured as deferred stock, vesting in four equal annual installments beginning January 20, 2027, with no portion available for immediate sale.

What role does Sunil Garg hold in relation to Citigroup (C)?

Sunil Garg is identified as an officer with the title "CEO, Citibank, N.A.," an affiliate within the Citigroup structure. The reported transactions reflect his direct beneficial ownership in Citigroup common stock, as disclosed in the insider filing.