Citigroup (NYSE: C) Head of Markets reports tax-related share withholding

Rhea-AI Filing Summary

Citigroup Inc. officer Andrew J. Morton, Head of Markets, reported a routine share withholding related to equity compensation. On 01/20/2026, 8,740.81 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 tax withholding, Morton directly beneficially owned 402,433.38 shares of Citigroup common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MORTON ANDREW JOHN

Role Head of Markets

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,740.81	$118.04	$1.03M

Holdings After Transaction: Common Stock — 402,433.38 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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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^*

MORTON ANDREW JOHN

(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 Markets

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		8,740.81(1)	D	$118.04	402,433.38	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 J. Morton 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.
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 did Citigroup (C) disclose in this Form 4 filing?

The filing reports that officer Andrew J. Morton, Head of Markets, had 8,740.81 shares of Citigroup common stock withheld on 01/20/2026 to cover taxes on vested stock awards.

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

Transaction code F indicates the withholding of shares to satisfy tax withholding obligations in connection with the vesting of previously awarded stock, rather than an open‑market sale.

How many Citigroup (C) shares does Andrew J. Morton own after this transaction?

Following the reported tax withholding, Andrew J. Morton beneficially owns 402,433.38 shares of Citigroup common stock directly.

At what price were the Citigroup (C) shares withheld in this Form 4?

The 8,740.81 shares of Citigroup common stock were withheld at a price of $118.04 per share in connection with tax obligations on vested stock.

Is this Citigroup (C) Form 4 a discretionary sale by the insider?

No. The footnote explains that the transaction reflects withholding of shares to satisfy tax withholding obligations upon vesting of previously awarded stock, not a discretionary market sale.

What is Andrew J. Morton’s role at Citigroup (C)?

Andrew J. Morton is an officer of Citigroup Inc., serving as Head of Markets, according to the Form 4 filing.