Citigroup (NYSE: C) director sells 2,117 shares, retains over 44,000 total

Rhea-AI Filing Summary

Citigroup Inc. director John Cunningham Dugan reported an open-market sale of common stock. He sold 2,117 shares on May 8, 2026 at an average price of $125.30 per share, with individual sale prices ranging from $125.295 to $125.31.

After this sale, Dugan directly holds 12,193.9389 Citigroup shares. He also has 32,403.7751 deferred shares of common stock held by Citigroup for his benefit under the company’s Compensation Plan for Non-Employee Directors, which represent additional indirect equity exposure.

Insider Trade Summary

Net Seller: 2,117 shares ($265,260)

Net Sell 2 txns

Insider DUGAN JOHN CUNNINGHAM

Role null

Sold 2,117 shs ($265K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,117	$125.30	$265K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 12,193.939 shares (Direct, null); Common Stock — 32,403.775 shares (Indirect, See Footnote)

Footnotes (1)

1. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $125.295 to USD $125.31. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected. 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

Shares sold: 2,117 shares Average sale price: $125.30 per share Sale price range: $125.295–$125.31 +2 more

5 metrics

Shares sold 2,117 shares Common Stock sale on May 8, 2026

Average sale price $125.30 per share Weighted average across multiple trades

Sale price range $125.295–$125.31 Individual transaction prices on May 8, 2026

Direct holdings after sale 12,193.9389 shares Citigroup common stock directly owned post-transaction

Deferred share holdings 32,403.7751 shares Deferred common stock under Non-Employee Directors plan

Key Terms

open-market sale, deferred shares, Compensation Plan for Non-Employee Directors, average sale prices

4 terms

open-market sale financial

"Sale in open market or private transaction"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

deferred shares financial

"Represents deferred shares of common stock held by the Issuer"

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.

Compensation Plan for Non-Employee Directors financial

"pursuant to the Issuer's Compensation Plan for Non-Employee Directors"

average sale prices financial

"This price represents the average sale prices for multiple transactions"

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^*

DUGAN JOHN CUNNINGHAM

(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)
05/08/2026

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	05/08/2026		S		2,117	D	$125.3(1)	12,193.9389	D
Common Stock								32,403.7751(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. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $125.295 to USD $125.31. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

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.

	John C. Dugan by Joseph B. Wollard, Attorney-in-Fact	05/12/2026
	** 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 insider transaction did Citigroup (C) director John C. Dugan report?

Citigroup director John C. Dugan reported selling 2,117 shares of common stock in an open-market transaction. The sale occurred on May 8, 2026 at an average price of $125.30 per share, based on multiple trades within a narrow price range.

At what price did Citigroup (C) director John C. Dugan sell his shares?

John C. Dugan sold 2,117 Citigroup shares at an average price of $125.30. The filing notes individual sale prices ranged from $125.295 to $125.31, with the reported figure representing the weighted average across all trades executed that day.

How many Citigroup (C) shares does John C. Dugan hold after the reported sale?

Following the sale, John C. Dugan directly holds 12,193.9389 Citigroup common shares. In addition, he has 32,403.7751 deferred shares held by Citigroup for his benefit under the Compensation Plan for Non-Employee Directors, providing further indirect ownership exposure.

What are the deferred Citigroup (C) shares reported by John C. Dugan?

The filing states 32,403.7751 deferred Citigroup common shares are held by the company for John C. Dugan. These are granted under Citigroup’s Compensation Plan for Non-Employee Directors, representing stock-based compensation rather than shares acquired in the open market.

Was John C. Dugan’s Citigroup (C) transaction an open-market sale?

Yes. The transaction is coded as “S,” described as a sale in the open market or a private transaction. The shares were sold at an average price of $125.30, with trade prices tightly clustered around that level on May 8, 2026.