Citigroup director Hennes acquires 200.8455 shares

The reported entries were dividend-equivalent reinvestments, including deferred shares held by Citigroup for Hennes’s benefit.

Rhea-AI Filing Summary

Citigroup Inc. director Duncan P. Hennes acquired 6.4904 common shares directly and 200.8455 common shares indirectly on October 1, 2026, at a reported price of $131.5940 per share. The shares came from reinvestment of dividend equivalents under Citigroup’s Compensation Plan for Non-Employee Directors; the indirect shares are deferred shares held by the issuer for Hennes’s benefit. After the transactions, his reported holdings were 1,693.2638 shares directly and 39,648.6968 shares indirectly.

Insider Trade Summary

Grant/Award: 207.3359 shares

Grant/Award 2 txns

Insider HENNES DUNCAN P

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	6.4904	$131.594	$854.10
Grant/Award	Common Stock F1, F2	200.8455	$131.594	$26K

Holdings After Transaction: Common Stock — 1,693.2638 shares (Direct); Common Stock — 39,648.6968 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors.
2. F2. 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

Direct common shares acquired: 6.4904 shares Indirect common shares acquired: 200.8455 shares Reported price per share: $131.5940 per share +2 more

5 metrics

Direct common shares acquired 6.4904 shares October 1, 2026

Indirect common shares acquired 200.8455 shares October 1, 2026

Reported price per share $131.5940 per share Transactions dated October 1, 2026

Direct common shares after transactions 1,693.2638 shares Reported following the October 1, 2026 transaction

Indirect deferred shares after transaction 39,648.6968 shares Held by the issuer for Hennes’s benefit

Key Terms

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

3 terms

dividend equivalents financial

"Reinvestment of dividend equivalents under the Issuer's Compensation Plan"

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.

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

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many C shares did Duncan P. Hennes acquire?

Duncan P. Hennes acquired 6.4904 shares directly and 200.8455 shares indirectly on October 1, 2026, at a reported price of $131.5940 per share. The entries were reinvestments of dividend equivalents under Citigroup’s Compensation Plan for Non-Employee Directors.

What were Duncan P. Hennes’s C share holdings after the transactions?

After the October 1, 2026 transactions, Duncan P. Hennes’s reported holdings were 1,693.2638 shares directly and 39,648.6968 shares indirectly. The indirect amount represents deferred common shares held by Citigroup for his benefit.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 04:03 PM Accepted by SEC EDGAR 10/02/2026 - 04:03 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^*

HENNES DUNCAN P

(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)
10/01/2026

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	10/01/2026		A		6.4904(1)	A	$131.594	1,693.2638	D
Common Stock	10/01/2026		A		200.8455(1)	A	$131.594	39,648.6968(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	10/02/2026
	** 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)