[Form 4] CITIGROUP INC Insider Trading Activity

Rhea-AI Filing Summary

This Form 4 discloses insider activity by Duncan P. Hennes, a Director of Citigroup Inc. (C). On 10/01/2025 the reporting person acquired 12.5934 shares and 213.9331 shares of Citigroup common stock at a reported price of $102.368 per share. The filings identify the smaller amount as a reinvestment of dividend equivalents under the company's compensation plan for non-employee directors and the larger amount as deferred shares held for the reporting person under the same plan.

The form is signed by an attorney-in-fact on behalf of Mr. Hennes and reports the holdings as a mix of direct and indirect beneficial ownership: the reinvested dividend shares are direct, while the deferred shares are indirect. No derivative transactions or other dispositions are reported on this Form 4.

Positive

• Director acquisition disclosed for transparency with exact share amounts (12.5934 and 213.9331)
• Transactions tied to compensation plan, described as dividend reinvestment and deferred shares, clarifying the nature of the holdings
• Form signed by attorney-in-fact on 10/03/2025, meeting filing formalities

Negative

• None.

Insights

Corporate Governance Analyst

Director received small equity via compensation plan; holdings split direct and indirect.

The filing shows a director-acquisition event on 10/01/2025 totaling 226.5265 shares (sum of 12.5934 and 213.9331), recorded at $102.368 per share. The transaction types are explicitly described as dividend reinvestment and deferred share holdings under the issuer's non-employee director compensation plan.

This matters for governance transparency because it updates insider ownership levels and clarifies the form of director compensation; both direct and indirect holdings are disclosed as required under Section 16.

Securities Compliance Attorney

Form 4 correctly reports Section 16 transactions and includes explanatory footnotes.

The filing lists transaction codes and identifies the nature of beneficial ownership with footnotes: reinvestment of dividend equivalents and deferred shares held for benefit. The form is signed by an attorney-in-fact on 10/03/2025, satisfying signature requirements.

For investors and regulators, this provides the concrete record required by the Exchange Act; there are no amendments or derivative positions disclosed on this form.

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).

1. Name and Address of Reporting Person^*

HENNES DUNCAN P

(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		12.5934(1)	A	$102.368	2,573.201	D
Common Stock	10/01/2025		A		213.9331(1)	A	$102.368	36,713.7651(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.

	Duncan P. Hennes 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 Citigroup director Duncan P. Hennes acquire according to the Form 4?

On 10/01/2025 he acquired 12.5934 shares (direct) and 213.9331 shares (indirect) of Citigroup common stock at $102.368 per share.

Why were the shares issued to Duncan P. Hennes?

The filing states the 12.5934 shares are a reinvestment of dividend equivalents and the 213.9331 shares are deferred shares held under the Issuer's Compensation Plan for Non-Employee Directors.

How is the beneficial ownership classified on the Form 4?

The reinvested dividend shares are reported as Direct (D) ownership and the deferred shares are reported as Indirect (I) ownership.

Were any derivative securities or dispositions reported in this Form 4 for C?

No. The filing includes only non-derivative acquisitions and explicitly shows no derivative transactions or dispositions.

When was the Form 4 signed and by whom?

The signature block shows Duncan P. Hennes represented by Joseph B. Wollard, Attorney-in-Fact, dated 10/03/2025.