[Form 4] Citigroup Inc. Insider Trading Activity

Rhea-AI Filing Summary

Citigroup Inc. (Ticker: C) – Form 4 filed 07/03/2025

Director Duncan P. Hennes reported two automatic share acquisitions dated 07/01/2025 under the company’s Non-Employee Directors Compensation Plan:

• Direct account: 14.3091 common shares acquired through dividend-equivalent reinvestment at $83.528 per share, increasing his direct holding to 2,560.6076 shares.
• Deferred share account (indirect): 243.0775 common shares credited at the same price, lifting his indirect (deferred) balance to 36,499.832 shares.

No derivative securities were involved. The filing indicates routine, compensation-related share accrual rather than discretionary open-market buying or selling. There is no indication of material impact on Citigroup’s capital structure or insider sentiment beyond normal course director compensation.

Positive

• Insider ownership increases slightly through dividend reinvestment and deferred share credits, aligning director interests with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR – Small, routine director share accrual; neutral impact.

The reported transactions totalling ≈257.39 shares are automatic dividend and deferred stock credits under Citigroup’s director compensation plan. Because the acquisitions are non-discretionary, they carry limited signaling value compared with open-market purchases. The director’s aggregate holdings rise modestly to roughly 39,060 shares, an immaterial change relative to Citigroup’s ~2 billion shares outstanding. Consequently, this Form 4 should be viewed as administrative rather than indicative of insider conviction or impending corporate developments.

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

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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^*

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)
07/01/2025

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	07/01/2025		A		14.3091(1)	A	$83.528	2,560.6076	D
Common Stock	07/01/2025		A		243.0775(1)	A	$83.528	36,499.832(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	07/03/2025
	** 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 Director Duncan P. Hennes report in Citigroup (C) Form 4?

He acquired 14.3091 direct shares and 243.0775 deferred shares on 07/01/2025 via compensation-plan dividend equivalents.

Was the acquisition an open-market purchase?

No. The shares were credited automatically under Citigroup’s Non-Employee Directors Compensation Plan.

How many Citigroup shares does Hennes now own directly and indirectly?

Direct: 2,560.6076 shares. Indirect (deferred): 36,499.832 shares.

Were any derivative securities involved in this filing?

No derivative positions were reported in Table II.

Does this Form 4 signal a significant change in insider sentiment at Citigroup?

The filing appears routine and administrative, offering limited insight into discretionary insider sentiment.