Citigroup (C) executive reports tax-withholding disposition of vested shares

Rhea-AI Filing Summary

Citigroup Inc. Chief Client Officer David Livingstone reported a tax-related share disposition. On the vesting of previously awarded stock, 25,737.41 shares of common stock were withheld at $115.55 per share to satisfy tax obligations, leaving him with 430,263.15 directly owned shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Livingstone David

Role Chief Client Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	25,737.41	$115.55	$2.97M

Holdings After Transaction: Common Stock — 430,263.15 shares (Direct)

Footnotes (1)

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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
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^*

Livingstone David

(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 Client Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		25,737.41(1)	D	$115.55	430,263.15	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.

	David Livingstone by Joseph B. Wollard, Attorney-in-Fact	02/24/2026
	** 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.

FAQ

What insider transaction did Citigroup (C) report for David Livingstone?

Citigroup reported a tax-withholding disposition for Chief Client Officer David Livingstone. On previously awarded stock vesting, 25,737.41 common shares were withheld to cover tax obligations, rather than sold in the open market, according to the Form 4 footnote.

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

The Form 4 shows 25,737.41 Citigroup common shares were withheld. These shares were used to satisfy tax withholding obligations arising from the vesting of earlier stock awards, rather than representing a discretionary sale of shares into the market.

At what price were the withheld Citigroup (C) shares valued in the transaction?

The withheld Citigroup common shares were valued at $115.55 per share. This price is used solely to calculate the value of shares surrendered for tax withholding, not to indicate an open-market sale price or a separate trading decision by the insider.

How many Citigroup (C) shares does David Livingstone own after this tax withholding?

After the tax-withholding disposition, David Livingstone directly owns 430,263.15 Citigroup common shares. This figure reflects his remaining direct holdings following the surrender of shares to cover tax obligations tied to the vesting of previously granted stock awards.

Was the Citigroup (C) Form 4 transaction an open-market sale by David Livingstone?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld automatically when previously awarded stock vested, to satisfy tax liabilities, as explicitly noted in the filing’s footnote describing the nature of the transaction.