Citigroup (NYSE: C) director granted shares as compensation under board plan

Rhea-AI Filing Summary

Citigroup Inc. director Duncan P. Hennes reported routine share awards under the company’s compensation plan. On July 1, 2026, he acquired 165.3351 shares of common stock indirectly through reinvestment of dividend equivalents and 5.3429 shares directly, both valued at $142.5560 per share for reporting purposes.

Following these awards, indirect holdings reported as deferred shares held by Citigroup for his benefit under the Compensation Plan for Non-Employee Directors total 39,447.8513 shares, while direct ownership stands at 1,686.7734 shares. These are compensation-related grants, not open-market purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider HENNES DUNCAN P

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5.343	$142.556	$761.66
Grant/Award	Common Stock	165.335	$142.556	$24K

Holdings After Transaction: Common Stock — 1,686.773 shares (Direct); Common Stock — 39,447.851 shares (Indirect, See Footnote)

Footnotes (1)

1. Reinvestment of dividend equivalents under 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.

Key Figures

Indirect shares awarded: 165.3351 shares Direct shares awarded: 5.3429 shares Reporting share value: $142.5560 per share +3 more

6 metrics

Indirect shares awarded 165.3351 shares Dividend equivalent reinvestment on July 1, 2026

Direct shares awarded 5.3429 shares Grant on July 1, 2026

Reporting share value $142.5560 per share Value used for the July 1, 2026 awards

Indirect holdings after transaction 39,447.8513 shares Deferred Citigroup common stock after awards

Direct holdings after transaction 1,686.7734 shares Direct Citigroup common stock after awards

Acquire transactions 2 transactions Form 4 transaction summary for July 1, 2026

Key Terms

dividend equivalents, deferred shares, Compensation Plan for Non-Employee Directors, indirect

4 terms

dividend equivalents financial

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

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

deferred shares financial

"Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person"

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

Compensation Plan for Non-Employee Directors financial

"under the Issuer's Compensation Plan for Non-Employee Directors."

indirect financial

"total_shares_following_transaction": "39447.8513", "direct_or_indirect": "I""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 01:04 PM Accepted by SEC EDGAR 07/02/2026 - 01:04 PM Learn about SEC filing dates

FAQ

What did Citigroup (C) director Duncan P. Hennes report in this Form 4?

Citigroup director Duncan P. Hennes reported acquiring additional common stock as compensation. He received share awards through dividend equivalent reinvestment and direct grants under Citigroup’s Compensation Plan for Non-Employee Directors, increasing both his indirect deferred share balance and his directly held shares.

How many Citigroup (C) shares were awarded to Duncan P. Hennes?

Duncan P. Hennes was awarded 165.3351 Citigroup common shares indirectly and 5.3429 shares directly. These increments arise from compensation-related grants and dividend equivalent reinvestments, rather than open-market purchases, and are tied to Citigroup’s Compensation Plan for Non-Employee Directors as described in the filing.

At what price were the reported Citigroup (C) share awards valued?

The reported Citigroup common stock awards to Duncan P. Hennes were valued at $142.5560 per share. This value is used for reporting the grant of shares and dividend equivalent reinvestments, reflecting compensation calculations rather than a disclosed open-market trade price in this context.

What are Duncan P. Hennes’ Citigroup (C) holdings after these transactions?

After these awards, Duncan P. Hennes reports 39,447.8513 Citigroup common shares held indirectly as deferred shares and 1,686.7734 shares held directly. The indirect holdings are maintained by Citigroup for his benefit under its Compensation Plan for Non-Employee Directors, according to the disclosed footnotes.

How are the indirect Citigroup (C) shares for Duncan P. Hennes structured?

The indirect Citigroup shares for Duncan P. Hennes are deferred shares held by Citigroup for his benefit. They arise from the Compensation Plan for Non-Employee Directors, including reinvestment of dividend equivalents, meaning cash dividends are converted into additional deferred common stock units instead of being paid in cash.

Does this Citigroup (C) Form 4 show open-market buying or selling by Duncan P. Hennes?

The Form 4 does not show open-market buying or selling. Instead, it reports compensation-related acquisitions coded as grants or awards. These include dividend equivalent reinvestments and deferred share credits under Citigroup’s Compensation Plan for Non-Employee Directors, rather than discretionary trades in the market.

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^*

HENNES DUNCAN P

(Last) (First) (Middle)

CITIGROUP INC.

388 GREENWICH STREET

(Street)

NEW YORK NEW YORK 10013

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		A		5.3429(1)	A	$142.556	1,686.7734	D
Common Stock	07/01/2026		A		165.3351(1)	A	$142.556	39,447.8513(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	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)