Form 4: KHALIQ SYED SHAHMIR reports acquisition/exercise transactions in C

Rhea-AI Filing Summary

KHALIQ SYED SHAHMIR reported acquisition or exercise transactions in a Form 4 filing for C. The filing lists transactions totaling 32,570 shares. Following the reported transactions, holdings were 117,227 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KHALIQ SYED SHAHMIR

Role Head of Services

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	32,570.37	$0.00	--

Holdings After Transaction: Common Stock — 117,226.53 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
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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^*

KHALIQ SYED SHAHMIR

(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 Services

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		32,570.37(1)	A	$0	117,226.53	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.

	Syed Shahmir Khaliq 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.
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FAQ

What insider transaction did Citigroup (C) report for Syed Shahmir Khaliq?

Citigroup reported that Head of Services Syed Shahmir Khaliq acquired 32,570.37 common shares on February 11, 2026. The shares were received as an equity award at $0 per share, increasing his direct beneficial ownership to 117,226.53 Citigroup common shares.

How did Syed Shahmir Khaliq receive the 32,570.37 Citigroup (C) shares?

Syed Shahmir Khaliq received 32,570.37 Citigroup common shares as a grant of deferred stock. The filing classifies the transaction with code A, meaning a grant, award, or other acquisition, and indicates a transaction price of $0 per share under Citigroup’s stock incentive plan.

What is the vesting schedule for Syed Shahmir Khaliq’s Citigroup (C) deferred stock award?

The deferred stock award vests in four equal annual installments beginning January 20, 2027. Each year, one-quarter of the granted shares becomes vested, with none of the award eligible for immediate sale according to the disclosure in the Form 4 filing.

Are Syed Shahmir Khaliq’s new Citigroup (C) shares immediately saleable?

No, none of the awarded shares are eligible for immediate sale. The Form 4 explains that the 32,570.37 deferred stock shares granted under the 2019 Stock Incentive Plan will vest over four years starting January 20, 2027, limiting near-term liquidity from this award.

What is Syed Shahmir Khaliq’s role at Citigroup (C) in this Form 4 filing?

In the filing, Syed Shahmir Khaliq is identified as an officer of Citigroup with the title Head of Services. The reported transaction reflects part of his equity-based compensation, aligning his interests with Citigroup’s performance through deferred stock that vests over time.

How many Citigroup (C) shares does Syed Shahmir Khaliq own after this award?

After the reported transaction, Syed Shahmir Khaliq beneficially owns 117,226.53 Citigroup common shares. The filing classifies this ownership as direct, reflecting the increase from the 32,570.37-share deferred stock award granted on February 11, 2026 under the company’s incentive plan.