Citigroup (NYSE: C) executive withholds stock to cover vesting tax bill

Rhea-AI Filing Summary

Citigroup Inc. Head of Wealth Andrew M. Sieg reported a tax-withholding share disposition tied to stock vesting. On 2026-03-20, 21,901.21 shares of Citigroup common stock were withheld at $109.85 per share to satisfy tax obligations from previously awarded stock vesting. After this non-market transaction, Sieg directly holds 243,491.62 shares of Citigroup common stock.

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^*

Sieg Andrew M.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		F		21,901.21(1)	D	$109.85	243,491.62	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. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.

	Andrew M. Sieg by Joseph B. Wollard, Attorney-in-Fact	03/24/2026
	** 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 insider transaction did Citigroup (C) report for Andrew M. Sieg?

Citigroup reported that Andrew M. Sieg had 21,901.21 common shares withheld to cover tax obligations from vesting stock. This Form 4 event reflects a tax-withholding disposition, not an open-market purchase or sale, and is tied to previously awarded equity compensation.

Was the Citigroup (C) Form 4 transaction a stock sale by Andrew M. Sieg?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by Citigroup to satisfy tax obligations from the vesting of previously granted stock, a routine administrative step in equity compensation programs.

How many Citigroup (C) shares were withheld for Andrew M. Sieg’s taxes?

A total of 21,901.21 Citigroup common shares were withheld at a price of $109.85 per share. These shares were used to cover tax liabilities arising from the vesting of previously granted stock awards under the company’s compensation arrangements.

How many Citigroup (C) shares does Andrew M. Sieg hold after this Form 4?

Following the tax-withholding transaction, Andrew M. Sieg directly holds 243,491.62 Citigroup common shares. This figure reflects his remaining direct ownership after the company withheld shares to satisfy tax obligations linked to vesting equity awards.

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

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this Citigroup filing, it represents shares withheld to satisfy tax obligations when previously awarded stock vested, rather than a discretionary buy or sell order in the market.

What role does Andrew M. Sieg hold at Citigroup (C) in this Form 4?

Andrew M. Sieg is identified as an officer of Citigroup with the title Head of Wealth. The reported transaction reflects equity compensation mechanics associated with his executive role, specifically tax-withholding on vesting stock awards rather than a voluntary trading decision.