[Form 4] CITIGROUP INC Insider Trading Activity

Rhea-AI Filing Summary

John C. Dugan, a director of Citigroup Inc. (C), reported changes in beneficial ownership on 10/01/2025. The filing shows an acquisition of 610.5424 deferred common shares at a reported price of $102.368 per share, recorded as held indirectly for his benefit under the issuer's non-employee director compensation plan. After the transaction, the report lists 31,314.5759 common shares beneficially owned indirectly. The filing also reports a disposition of 13,048.3339 common shares. The deferred shares are described as awarded and held by the issuer for the reporting person under the compensation plan.

Positive

• 610.5424 deferred shares acquired under the issuer's non-employee director compensation plan
• Total indirect beneficial ownership disclosed as 31,314.5759 shares, improving transparency

Negative

• Disposition of 13,048.3339 common shares was reported, reducing holdings

Insights

Corporate Governance Analyst

Insider reported deferred-share award and a material sale.

The Form 4 discloses an acquisition of 610.5424 deferred shares at $102.368 under Citigroup's director compensation plan, indicating routine compensation deferral rather than open-market buying.

The filing also shows a reported disposition of 13,048.3339 shares and total indirect beneficial ownership of 31,314.5759 shares, providing transparency on the director's holdings. These entries are administrative and material for ownership tracking.

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

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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).

1. Name and Address of Reporting Person^*

DUGAN JOHN CUNNINGHAM

(Last) (First) (Middle)

CITIGROUP INC., CORPORATE LAW DEPARTMENT

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		610.5424(1)	A	$102.368	31,314.5759(2)	I	See Footnote
Common Stock								13,048.3339	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. Deferred shares awarded 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.

	John C. Dugan by Joseph B. Wollard, Attorney-in-Fact	10/03/2025
	** 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 John C. Dugan report on the Form 4 for Citigroup (C)?

He reported acquisition of 610.5424 deferred common shares at $102.368 and a disposition of 13,048.3339 common shares on 10/01/2025.

Are the acquired shares part of a compensation plan?

Yes. The filing states the 610.5424 shares are deferred shares awarded under Citigroup's compensation plan for non-employee directors.

How many shares does the filing show beneficially owned after the transaction?

The Form 4 reports 31,314.5759 common shares beneficially owned indirectly following the reported transactions.

Who filed the Form 4 on behalf of John C. Dugan?

The signature block shows the Form 4 was filed by John C. Dugan via attorney-in-fact Joseph B. Wollard on 10/03/2025.

Was the reported acquisition an open-market purchase?

No. The filing identifies the acquired shares as deferred shares awarded under the issuer's compensation plan, not an open-market purchase.