Citigroup (NYSE: C) CAO logs stock award and open-market sale

Rhea-AI Filing Summary

Citigroup Inc.'s chief accounting officer Nicole Giles reported both a stock award and a sale of common shares. On February 11, 2026, she acquired 29,911.26 shares at $0 as a grant under Citigroup's 2019 Stock Incentive Plan and directly sold 16,792 shares at an average price of $119.0411 per share in open-market transactions.

The deferred stock award vests in four equal annual installments beginning on January 20, 2027, and none of these awarded shares are eligible for immediate sale. After the reported transactions, Giles directly beneficially owned 110,466.4 Citigroup common shares.

Insider Trade Summary

Net Seller: 16,792 shares ($1,998,938)

Net Sell 2 txns

Insider Giles Nicole

Role CHIEF ACCOUNTING OFFICER

Sold 16,792 shs ($2.00M)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	29,911.26	$0.00	--
Sale	Common Stock	16,792	$119.0411	$2.00M

Holdings After Transaction: Common Stock — 127,258.4 shares (Direct)

Footnotes (1)

1. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in four equal annual installments beginning on January 20, 2027; none of the award is eligible for immediate sale. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $119.00 to USD $119.11. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Giles Nicole

(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)
	CHIEF ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A		29,911.26(1)	A	$0	127,258.4	D
Common Stock	02/11/2026		S		16,792	D	$119.0411(2)	110,466.4	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. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in four equal annual installments beginning on January 20, 2027; none of the award is eligible for immediate sale.

2. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $119.00 to USD $119.11. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

	Nicole Giles by Joseph B. Wollard, Atttorney-in-Fact	02/13/2026
	** 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 transactions did Citigroup (C) report for Nicole Giles on February 11, 2026?

Citigroup reported that chief accounting officer Nicole Giles received a grant of 29,911.26 deferred common shares at $0 and sold 16,792 common shares at an average price of $119.0411. Both transactions were reported as directly owned, non-derivative common stock holdings.

Was the Citigroup (C) stock award to Nicole Giles immediately saleable?

The 29,911.26-share Citigroup stock award to Nicole Giles was not immediately saleable. It is deferred stock under the 2019 Stock Incentive Plan, vesting in four equal annual installments starting January 20, 2027, which delays when those awarded shares can actually be sold.

How many Citigroup (C) shares did Nicole Giles sell and at what price?

Nicole Giles sold 16,792 Citigroup common shares in open-market transactions at an average price of $119.0411 per share. The filing notes this average reflects multiple trades with individual prices ranging from $119.00 to $119.11 during the reported transaction date.

How many Citigroup (C) shares did Nicole Giles own after the Form 4 transactions?

After the reported Form 4 transactions, Nicole Giles beneficially owned 110,466.4 Citigroup common shares directly. This figure reflects the impact of both the 29,911.26-share deferred stock grant and the 16,792-share open-market sale recorded on February 11, 2026.

What plan governed Nicole Giles’s Citigroup (C) deferred stock award?

Nicole Giles’s 29,911.26-share deferred stock award was granted under Citigroup’s 2019 Stock Incentive Plan. The award vests in four equal annual installments beginning on January 20, 2027, and the filing states that none of the granted shares are eligible for immediate sale.