[Form 4] CITIGROUP INC Insider Trading Activity

Q: What did Citigroup (C) director James S. Turley report in this Form 4?

James S. Turley reported acquiring additional Citigroup Inc. common stock on 01/02/2026 , mainly through deferred share awards and dividend equivalent reinvestments under the company’s Compensation Plan for Non-Employee Directors.

Q: How many Citigroup shares did James S. Turley acquire in the reported transactions?

Turley acquired 1,262.605 deferred shares at a price of $0 , plus additional shares from dividend equivalents of 10.915 and 185.4199 shares at a price of $118.802 per share.

Q: What is the Citigroup Compensation Plan for Non-Employee Directors mentioned in the filing?

The filing explains that Turley’s deferred shares and the reinvestment of dividend equivalents were made under Citigroup’s Compensation Plan for Non-Employee Directors , which grants deferred common stock and credits dividend equivalents to participating directors.

Q: What does it mean that some of James S. Turley’s Citigroup shares are indirectly owned?

The filing notes that certain shares are deferred shares of common stock held by Citigroup for Turley’s benefit under the director compensation plan, which are reported as indirect beneficial ownership .

Q: Were any derivative securities involved in James S. Turley’s Citigroup Form 4?

The section for derivative securities such as options or warrants shows no reported derivative transactions for this filing; the activity reported is in non-derivative common stock only.

Q: Did any deferred Citigroup shares vest for James S. Turley on January 2, 2026?

Yes. The notes state that 2,172.1160 shares of deferred common stock vested on 01/02/2026 and were transferred to Turley’s deferred compensation account under the non-employee director plan.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Citigroup Inc. director James S. Turley reported acquiring additional Citigroup common stock on 01/02/2026, primarily through the company’s Compensation Plan for Non-Employee Directors. The filing shows an award of 1,262.605 deferred shares at a reported price of $0, along with the reinvestment of dividend equivalents resulting in acquisitions of 10.915 and 185.4199 shares at a price of $118.802 per share. After these transactions, Turley directly beneficially owned 4,960.806 shares and indirectly beneficially owned 39,071.301 shares, which include deferred shares of common stock held by Citigroup for his benefit. The notes explain that 2,172.1160 deferred shares vested on 01/02/2026 and were transferred to his deferred compensation account under the director compensation plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Turley James S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,262.605	$0.00	--
Grant/Award	Common Stock	10.915	$118.802	$1K
Grant/Award	Common Stock	185.42	$118.802	$22K

Holdings After Transaction: Common Stock — 4,960.806 shares (Direct); Common Stock — 39,071.301 shares (Indirect, See Footnote)

Footnotes (1)

Deferred shares awarded under the Issuer's Compensation Plan for Non-Employee Directors. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors. Reflects 2,172.1160 shares of deferred common stock which vested on 1/2/2026 and were transferred to the Reporting Person's deferred compensation account in accordance with the terms of the Issuer's Compensation Plan for Non-Employee Directors. 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.

Form 4 Insider Transactions: What Each Field Means →

01/06/2026 - 04:17 PM

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^*

Turley James S

(Last)

(First)

(Middle)

CITIGROUP INC., CORPORATE LAW DEPARTMENT

388 GREENWICH STREET

(Street)

NEW YORK

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)
01/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2026		A		1,262.605⁽¹⁾	A	$0	4,960.806	D
Common Stock	01/02/2026		A		10.915⁽²⁾	A	$118.802	2,799.605⁽³⁾	D
Common Stock	01/02/2026		A		185.4199⁽²⁾	A	$118.802	39,071.301⁽³⁾⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Deferred shares awarded under the Issuer's Compensation Plan for Non-Employee Directors.

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

3. Reflects 2,172.1160 shares of deferred common stock which vested on 1/2/2026 and were transferred to the Reporting Person's deferred compensation account in accordance with the terms of the Issuer's Compensation Plan for Non-Employee Directors.

4. 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.

	James S. Turley by Joseph B. Wollard, Attorney-in-Fact	01/06/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Citigroup (C) director James S. Turley report in this Form 4?

James S. Turley reported acquiring additional Citigroup Inc. common stock on 01/02/2026, mainly through deferred share awards and dividend equivalent reinvestments under the company’s Compensation Plan for Non-Employee Directors.

How many Citigroup shares did James S. Turley acquire in the reported transactions?

Turley acquired 1,262.605 deferred shares at a price of $0, plus additional shares from dividend equivalents of 10.915 and 185.4199 shares at a price of $118.802 per share.

How many Citigroup shares does James S. Turley beneficially own after these transactions?

Following the reported transactions, Turley beneficially owned 4,960.806 Citigroup common shares directly and 39,071.301 shares indirectly, which include deferred shares held by Citigroup for his benefit.

What is the Citigroup Compensation Plan for Non-Employee Directors mentioned in the filing?

The filing explains that Turley’s deferred shares and the reinvestment of dividend equivalents were made under Citigroup’s Compensation Plan for Non-Employee Directors, which grants deferred common stock and credits dividend equivalents to participating directors.

What does it mean that some of James S. Turley’s Citigroup shares are indirectly owned?

The filing notes that certain shares are deferred shares of common stock held by Citigroup for Turley’s benefit under the director compensation plan, which are reported as indirect beneficial ownership.

Were any derivative securities involved in James S. Turley’s Citigroup Form 4?

The section for derivative securities such as options or warrants shows no reported derivative transactions for this filing; the activity reported is in non-derivative common stock only.

Did any deferred Citigroup shares vest for James S. Turley on January 2, 2026?

Yes. The notes state that 2,172.1160 shares of deferred common stock vested on 01/02/2026 and were transferred to Turley’s deferred compensation account under the non-employee director plan.