C Form 4 reports acquisition/exercise transactions

MORTON ANDREW JOHN reported acquisition or exercise transactions in a Form 4 filing for C. The filing lists transactions totaling 58,706 shares.

Rhea-AI Filing Summary

MORTON ANDREW JOHN reported acquisition or exercise transactions in a Form 4 filing for C. The filing lists transactions totaling 58,706 shares. Following the reported transactions, holdings were 461,140 shares.

Insider Trade Summary

Grant/Award: 58,706.46 shares

Grant/Award 1 txn

Insider MORTON ANDREW JOHN

Role Head of Markets

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	58,706.46	$0.00	$0.00

Holdings After Transaction: Common Stock — 461,139.84 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What did Citigroup (C) disclose about Andrew Morton's recent equity award?

Citigroup disclosed that Head of Markets Andrew J. Morton received an award of 58,706.46 shares of deferred common stock under the 2019 Stock Incentive Plan. The grant is classified as a stock award, not an open-market purchase or sale.

How many Citigroup (C) shares does Andrew Morton own after this Form 4 transaction?

Following the reported grant, Andrew J. Morton beneficially owns 461,139.84 shares of Citigroup common stock. This figure reflects his direct ownership after receiving 58,706.46 deferred stock shares awarded on February 11, 2026, under Citigroup’s 2019 Stock Incentive Plan.

What are the vesting terms of Andrew Morton’s new Citigroup (C) deferred stock award?

The deferred stock award to Andrew J. Morton vests in four equal annual installments starting January 20, 2027. None of the granted shares is eligible for immediate sale, so the award delivers value over several years rather than right away.

Was Andrew Morton’s Citigroup (C) stock grant an open-market buy or a compensation award?

The transaction was a compensation-related award, not an open-market buy. It is coded as an acquisition (grant, award, or other acquisition) of 58,706.46 deferred stock shares at $0 per share under Citigroup’s 2019 Stock Incentive Plan.

What executive role does Andrew J. Morton hold at Citigroup (C) in this Form 4?

In this Form 4, Andrew J. Morton is identified as an officer of Citigroup serving as Head of Markets. The reported equity transaction reflects compensation connected to this leadership role, through a deferred stock award under the company’s 2019 Stock Incentive Plan.

Are Andrew Morton’s newly awarded Citigroup (C) shares immediately tradeable?

The newly awarded shares are not immediately tradeable. The filing states that none of the deferred stock award is eligible for immediate sale, and the shares will vest in four equal annual installments beginning on January 20, 2027.

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Accepted by SEC EDGAR 02/13/2026 - 04:05 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^*

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)
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		58,706.46(1)	A	$0	461,139.84	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.

	Andrew J. Morton 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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