Citigroup director granted additional stock awards

Citigroup Inc. director James S. Turley reported routine equity compensation grants rather than open-market trades.

Rhea-AI Filing Summary

Citigroup Inc. director James S. Turley reported routine equity compensation grants rather than open-market trades. On July 1, 2026, he acquired 165.3351 shares of Citigroup common stock indirectly at $142.5560 per share through reinvested dividend equivalents under the company’s Compensation Plan for Non-Employee Directors.

On the same date, he also acquired 5.3429 shares of common stock directly at $142.5560 per share as part of a grant or award. Following these transactions, Turley holds 39,447.8513 deferred shares indirectly for his benefit under the plan and 2,811.7734 shares directly. These are compensation-related awards, not discretionary stock purchases or sales.

Insider Trade Summary

Grant/Award: 170.678 shares

Grant/Award 2 txns

Insider Turley James S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5.3429	$142.556	$761.66
Grant/Award	Common Stock	165.3351	$142.556	$24K

Holdings After Transaction: Common Stock — 2,811.7734 shares (Direct); Common Stock — 39,447.8513 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. Reinvestment of dividend equivalents under the Issuer's Compensation Plan for Non-Employee Directors.
2. F2. 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 acquired: 165.3351 shares Direct shares acquired: 5.3429 shares Award valuation price: $142.5560 per share +2 more

5 metrics

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

Direct shares acquired 5.3429 shares Grant/award on July 1, 2026

Award valuation price $142.5560 per share Valuation for both indirect and direct acquisitions

Indirect holdings after transaction 39,447.8513 shares Deferred shares held for Turley’s benefit after awards

Direct holdings after transaction 2,811.7734 shares Direct Citigroup common stock held after awards

Key Terms

dividend equivalents, deferred shares, Compensation Plan for Non-Employee Directors, Form 4

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."

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

James S. Turley reported equity compensation grants of Citigroup common stock, not open-market trades. He received additional deferred shares from dividend equivalent reinvestments and a small direct stock grant, increasing both his indirect and direct holdings in the company.

How many Citigroup shares did James S. Turley acquire in the latest Form 4?

Turley acquired 165.3351 Citigroup shares indirectly and 5.3429 shares directly. The indirect shares came from dividend equivalent reinvestments, while the direct amount reflects a grant or award of common stock as part of his director compensation.

At what price were James S. Turley’s Citigroup share awards valued?

Both the indirect and direct awards were valued at $142.5560 per Citigroup share. This price applies to 165.3351 deferred shares acquired through dividend equivalents and 5.3429 shares granted directly on the same transaction date.

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

After the reported grants, Turley holds 39,447.8513 deferred Citigroup shares indirectly and 2,811.7734 shares directly. The deferred shares are held by Citigroup for his benefit under the Compensation Plan for Non-Employee Directors, while the smaller balance is held directly.

Are James S. Turley’s Citigroup transactions open-market buys or compensation awards?

They are compensation awards, not open-market buys. Both transactions are coded as “A” for grant or award acquisition, with footnotes describing dividend equivalent reinvestments and deferred shares under Citigroup’s Compensation Plan for Non-Employee Directors.

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Accepted by SEC EDGAR 07/02/2026 - 01:06 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^*

Turley James S

(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	2,811.7734	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.

	James S. Turley 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)