[Form 4] CITIGROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Grace E. Dailey, identified as a Director of Citigroup Inc. (C), reported an acquisition of 12.5934 shares of Citigroup common stock on 10/01/2025. The transaction is coded as an acquisition resulting from the reinvestment of dividend equivalents under the issuer's compensation plan for non‑employee directors. The reported price per share for the acquisition was $102.368, and the filing shows total beneficial ownership following the transaction of 16,444.3295 shares. The Form 4 was signed by an attorney‑in‑fact on 10/03/2025.

Positive

• 12.5934 shares were acquired via reinvestment, increasing director ownership
• Director participation in the compensation plan aligns interests with shareholders

Negative

• None.

Insights

Securities Compliance Specialist

Insider reinvestment reported; routine, non‑routine disclosure required.

The Form 4 discloses a 10/01/2025 acquisition of 12.5934 shares via reinvested dividend equivalents, a non‑cash compensation event that must be reported under Section 16 rules.

Because the transaction is coded as an acquisition tied to director compensation and the filing shows ending beneficial ownership of 16,444.3295 shares, the disclosure helps maintain public transparency about insider holdings without indicating a market trade decision.

Corporate Governance Analyst

Director compensation converted to stock, signalling alignment with shareholders.

The filing states the shares were acquired through the issuer's compensation plan for non‑employee directors, meaning the director accepted dividend equivalents in stock rather than cash.

This preserves alignment between the director and shareholders by increasing director equity by 12.5934 shares at an indicated price of $102.368.

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).

1. Name and Address of Reporting Person^*

Dailey Grace E

(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	16,444.3295	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. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors.

	Grace E. Dailey 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 Grace E. Dailey report on the Form 4 for Citigroup (C)?

The Form 4 reports an acquisition of 12.5934 shares of Citigroup common stock on 10/01/2025 through reinvested dividend equivalents.

How many shares does the Form 4 show Grace E. Dailey owns after the transaction?

The filing reports total beneficial ownership of 16,444.3295 shares following the reported transaction.

What was the reported price per share for the acquisition?

The Form 4 lists a price of $102.368 per share for the reported acquisition.

What was the reason given for the acquisition on the Form 4?

The transaction is explained as the reinvestment of dividend equivalents under Citigroup's compensation plan for non‑employee directors.

When was the Form 4 signed and by whom?

The Form 4 was signed by Grace E. Dailey via attorney‑in‑fact Joseph B. Wollard on 10/03/2025.