Citi Form 4: Jane Fraser awarded 259,605 shares and 1.055M options

Rhea-AI Filing Summary

Citigroup Inc. (C) reported a Form 4 for Chair & CEO Jane Fraser detailing equity awards granted on 10/22/2025.

Fraser received 259,605.4 shares of deferred stock at $0 under the 2019 Stock Incentive Plan. She was also granted 1,055,000 employee stock options with a $96.3 exercise price, expiring on 10/22/2035. Both the deferred stock and options vest in three equal annual installments beginning on 10/22/2028, and none of the award is eligible for immediate sale.

Following the transaction, Fraser directly beneficially owned 886,023.62 shares of Citigroup common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fraser Jane Nind

Role Chair & CEO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Options (Right to Buy)	1,055,000	$0.00	--
Grant/Award	Common Stock	259,605.4	$0.00	--

Holdings After Transaction: Employee Stock Options (Right to Buy) — 1,055,000 shares (Direct); Common Stock — 886,023.62 shares (Direct)

Footnotes (1)

1. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in three equal annual installments beginning on October 22, 2028; none of the award is eligible for immediate sale. Award of stock options to purchase Citigroup Inc. common stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests and becomes exercisable in three equal annual installments beginning on October 22, 2028; none of the award is eligible for immediate sale.

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
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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).

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^*

Fraser Jane Nind

(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
X	Officer (give title below)		Other (specify below)
	Chair & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025

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	10/22/2025		A		259,605.4(1)	A	$0	886,023.62	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
Employee Stock Options (Right to Buy)	$96.3	10/22/2025		A		1,055,000		(2)	10/22/2035	Common Stock	1,055,000	$0	1,055,000	D

Explanation of Responses:

1. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in three equal annual installments beginning on October 22, 2028; none of the award is eligible for immediate sale.

2. Award of stock options to purchase Citigroup Inc. common stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests and becomes exercisable in three equal annual installments beginning on October 22, 2028; none of the award is eligible for immediate sale.

	Jane Fraser by Joseph B. Wollard, Attorney-in-Fact	10/22/2025
	** 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.
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FAQ

What did Citigroup (C) CEO Jane Fraser receive in this Form 4?

She received 259,605.4 deferred shares at $0 and 1,055,000 stock options with a $96.3 exercise price.

When do Jane Fraser’s Citigroup awards vest?

Both the deferred stock and options vest in three equal annual installments beginning on 10/22/2028.

What is the expiration date of the options granted to Jane Fraser?

The stock options expire on 10/22/2035.

Are Jane Fraser’s newly granted awards immediately saleable?

No. The filing states none of the award is eligible for immediate sale.

How many Citigroup shares does Jane Fraser own after the reported transaction?

She directly beneficially owned 886,023.62 shares following the transaction.

Under which plan were the awards granted?

They were granted under Citigroup’s 2019 Stock Incentive Plan.

What roles does Jane Fraser hold at Citigroup?

She is listed as Director and Officer (Chair & CEO).