Citigroup (NYSE: C) executive reports tax withholding of vested shares

Rhea-AI Filing Summary

Citigroup Inc. officer Ernesto Torres Cantu, Head of International, reported a share withholding related to equity compensation. On 01/20/2026, 16,647.9 shares of Citigroup common stock were withheld at $118.04 per share to cover tax obligations tied to the vesting of previously granted stock awards, rather than an open-market sale. After this transaction, Torres Cantu directly held 148,121.17 shares of Citigroup common stock. The filing also shows an additional 89,008 shares held indirectly through his spouse.

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^*

Torres Cantu Ernesto

(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)
	Head of International

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		F		16,647.9(1)	D	$118.04	148,121.17	D
Common Stock								89,008	I	By Spouse

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.

	Ernesto Torres Cantu by Joseph B. Wollard, Attorneyin-Fact	01/20/2026
	** 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).
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FAQ

What insider transaction did Citigroup (C) report for Ernesto Torres Cantu?

The filing shows that on 01/20/2026, Ernesto Torres Cantu had 16,647.9 Citigroup common shares withheld at $118.04 per share to satisfy tax withholding obligations on previously vested stock awards.

Was the Citigroup (C) insider transaction an open-market sale?

No. The footnote explains the transaction was a withholding of shares to cover tax obligations in connection with the vesting of earlier stock awards, not a discretionary open-market sale.

How many Citigroup (C) shares does Ernesto Torres Cantu own after the reported transaction?

Following the withholding transaction, Ernesto Torres Cantu directly owned 148,121.17 shares of Citigroup common stock as reported in the Form 4.

What indirect Citigroup (C) holdings are reported for Ernesto Torres Cantu?

The Form 4 discloses an additional 89,008 Citigroup common shares held indirectly, noted as being held "By Spouse".

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

Transaction code "F" indicates the payment of tax liability by withholding securities that were otherwise due to be delivered upon the vesting of previously awarded stock.

What is Ernesto Torres Cantu27s role at Citigroup (C)?

Ernesto Torres Cantu is reported as an officer of Citigroup Inc., serving as Head of International according to the Form 4.