Citigroup (C) director Diana Taylor adds deferred stock from dividend equivalents

Rhea-AI Filing Summary

Citigroup Inc. director Diana L. Taylor reported routine stock-based compensation awards. On 2026-07-01, she acquired 253.5268 shares of Citigroup common stock indirectly at $142.5560 per share through reinvestment of dividend equivalents under the company’s Compensation Plan for Non-Employee Directors.

On the same date, she also acquired 5.3429 shares directly at $142.5560 per share. After these awards, Taylor holds 60,489.8114 shares indirectly as deferred stock for her benefit under the plan and 1,274.7734 shares directly. These transactions reflect compensation-related grants rather than open-market purchases.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider TAYLOR DIANA L

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5.343	$142.556	$761.66
Grant/Award	Common Stock	253.527	$142.556	$36K

Holdings After Transaction: Common Stock — 1,274.773 shares (Direct, null); Common Stock — 60,489.811 shares (Indirect, See Footnote)

Footnotes (1)

1. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors. Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person pursuant to the Issuer's Compensation Plan for Non-Employee Directors.

Key Figures

Indirect shares acquired: 253.5268 shares Direct shares acquired: 5.3429 shares Price per share: $142.5560 per share +2 more

5 metrics

Indirect shares acquired 253.5268 shares Grant/award acquisition on 2026-07-01 via dividend equivalents

Direct shares acquired 5.3429 shares Grant/award acquisition on 2026-07-01

Price per share $142.5560 per share Transaction price used for both acquisitions

Indirect holdings after 60,489.8114 shares Deferred Citigroup common stock held for Taylor’s benefit

Direct holdings after 1,274.7734 shares Citigroup common stock held directly by Taylor after awards

Key Terms

dividend equivalents, Compensation Plan for Non-Employee Directors, deferred shares, indirect ownership

4 terms

dividend equivalents financial

"Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Compensation Plan for Non-Employee Directors financial

"under the Issuer's Compensation Plan for Non-Employee Directors."

deferred shares financial

"Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person"

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

indirect ownership financial

"Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 01:06 PM Accepted by SEC EDGAR 07/02/2026 - 01:05 PM Learn about SEC filing dates

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^*

TAYLOR DIANA L

(Last) (First) (Middle)

CITIGROUP INC.

388 GREENWICH STREET

(Street)

NEW YORK NEW YORK 10013

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		A		5.3429(1)	A	$142.556	1,274.7734	D
Common Stock	07/01/2026		A		253.5268(1)	A	$142.556	60,489.8114(2)	I	See Footnote

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. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors.

2. Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person pursuant to the Issuer's Compensation Plan for Non-Employee Directors.

	Diana L. Taylor by Joseph B. Wollard, Attorney-in-Fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Citigroup (C) director Diana L. Taylor report in this Form 4?

Diana L. Taylor reported stock-based compensation awards, not open-market trades. She acquired 253.5268 indirect shares and 5.3429 direct shares of Citigroup common stock as dividend-equivalent reinvestments under the Compensation Plan for Non-Employee Directors at $142.5560 per share.

How many Citigroup (C) shares does Diana L. Taylor hold after these transactions?

After these awards, Diana L. Taylor holds 60,489.8114 Citigroup shares indirectly as deferred stock and 1,274.7734 shares directly. The indirect holdings are maintained by Citigroup for her benefit under the Compensation Plan for Non-Employee Directors, reflecting accumulated director compensation.

Were Diana L. Taylor’s Citigroup (C) Form 4 transactions open-market buys or compensation grants?

The transactions are compensation-related grants, not market purchases. Both entries use transaction code A, indicating grant or award acquisitions. Footnotes explain they arise from reinvestment of dividend equivalents under Citigroup’s Compensation Plan for Non-Employee Directors rather than discretionary stock buying.

What does “reinvestment of dividend equivalents” mean in this Citigroup (C) Form 4?

Reinvestment of dividend equivalents means cash amounts equivalent to dividends on prior awards are converted into additional shares. For Diana L. Taylor, these dividend equivalents under Citigroup’s Compensation Plan for Non-Employee Directors were reinvested into 253.5268 new deferred common shares credited for her benefit.

How are Diana L. Taylor’s indirect Citigroup (C) holdings structured after the Form 4?

Her indirect holdings are 60,489.8114 deferred Citigroup common shares held by the company for her benefit. A footnote explains these are deferred shares under the Compensation Plan for Non-Employee Directors, reflecting accumulated director compensation rather than shares she currently holds in a regular brokerage account.