Citigroup (C) executive Andrew Morton reports tax-withholding share disposition

Rhea-AI Filing Summary

Citigroup Inc. executive Andrew John Morton reported a tax-related share disposition. On the reported date, shares of Citigroup common stock were withheld to cover tax obligations tied to the vesting of previously awarded stock, rather than through an open-market sale. After this tax-withholding disposition, Morton’s directly held Citigroup common stock position was reported at 387,291.6500 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MORTON ANDREW JOHN

Role Head of Markets

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	73,848.19	$115.55	$8.53M

Holdings After Transaction: Common Stock — 387,291.65 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 04:10 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^*

MORTON ANDREW JOHN

(Last) (First) (Middle)

CITIGROUP INC.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Markets

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		73,848.19(1)	D	$115.55	387,291.65	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. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.

	Andrew J. Morton by Joseph B. Wollard, Attorney-in-Fact	02/24/2026
	** 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.

FAQ

What insider transaction did Citigroup (C) executive Andrew Morton report?

Andrew Morton reported a tax-withholding disposition of Citigroup common stock. Shares were withheld to satisfy tax obligations from vesting stock awards, not sold in the open market, and his direct holdings remained substantial after the transaction.

Was Andrew Morton’s Citigroup (C) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were retained by Citigroup to cover tax liabilities associated with vesting equity awards, a common administrative step for equity compensation.

How many Citigroup (C) shares did Andrew Morton dispose of for tax withholding?

The Form 4 reports a disposition of 73,848.1900 Citigroup common shares for tax withholding. This occurred in connection with the vesting of previously granted stock, as noted in the filing’s footnote explaining the nature of the transaction.

What is Andrew Morton’s Citigroup (C) share ownership after the reported transaction?

Following the tax-withholding disposition, Andrew Morton’s direct ownership was reported at 387,291.6500 Citigroup common shares. This figure reflects his remaining directly held stake after shares were withheld to satisfy tax obligations on vesting equity awards.

What does transaction code F mean in Andrew Morton’s Citigroup (C) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering or withholding securities. In this case, Citigroup common shares were withheld to satisfy Andrew Morton’s tax obligations when previously awarded stock vested.