Citigroup (C) CHRO reports 15,490-share tax withholding and 92K-share stake

Rhea-AI Filing Summary

Citigroup Inc. insider Sara Wechter, Chief Human Resources Officer, reported a tax-related share withholding. On 01/20/2026, 15,490.68 shares of Citigroup common stock were withheld at $118.04 per share to satisfy tax withholding obligations tied to the vesting of previously awarded stock. After this transaction, she beneficially owned 92,414.68 shares of common stock directly and 10.91 shares indirectly through a 401(k) plan.

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^*

Wechter Sara

(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)
	Chief Human Resources Officer

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		15,490.68(1)	D	$118.04	92,414.68	D
Common Stock								10.91	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)
				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.

	Sara Wechter by Joseph B. Wollard, Attorney-in-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).
** 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

Who is the insider in this Citigroup (C) Form 4 filing?

The insider is Sara Wechter, who serves as Citigroup Inc.'s Chief Human Resources Officer and is an officer but not a director or 10% owner.

What type of Citigroup (C) transaction did Sara Wechter report?

She reported a transaction coded F, which reflects the withholding of shares of common stock to cover tax withholding obligations related to the vesting of previously awarded stock.

How many Citigroup (C) shares were withheld for taxes in this Form 4?

A total of 15,490.68 shares of Citigroup common stock were withheld at a price of $118.04 per share to satisfy tax withholding obligations.

How many Citigroup (C) shares does Sara Wechter own after the reported transaction?

Following the transaction, she beneficially owned 92,414.68 shares of Citigroup common stock directly and 10.91 shares indirectly through a 401(k) plan.

Does the Citigroup (C) Form 4 indicate any derivative securities for this insider?

No derivative securities are listed for this reporting person in the provided tables; only common stock holdings and the tax-related share withholding are shown.

Was this Citigroup (C) insider transaction part of a Rule 10b5-1 trading plan?

The form includes a box to indicate transactions under a Rule 10b5-1(c) trading plan, but the provided content does not show that this box was checked for the reported transaction.