Citigroup (NYSE: C) officer has shares withheld for taxes

Rhea-AI Filing Summary

Citigroup Inc. officer Edward Skyler, Head of Enterprise Services & Public Affairs, reported an automatic share withholding related to equity compensation. On 01/20/2026, 16,415.25 shares of Citigroup common stock were withheld at a price of $118.04 per share to satisfy tax withholding obligations tied to the vesting of previously awarded stock. After this tax withholding transaction, Skyler beneficially owned 188,311.26 shares of Citigroup common stock in direct ownership.

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

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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^*

Skyler Edward

(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)
	Hd of Ent Svc & Public Affairs

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		F		16,415.25(1)	D	$118.04	188,311.26	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.

	Edward Skyler by Joseph B. Wollard, Attorney-in-Fact	01/20/2026
	** 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).
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FAQ

What insider transaction did Citigroup (C) report for Edward Skyler?

Citigroup reported that officer Edward Skyler had 16,415.25 shares of common stock withheld on 01/20/2026 to cover tax obligations from the vesting of previously awarded stock.

Was the Citigroup (C) insider activity an open-market sale?

No. The Form 4 describes the transaction as a Code "F" event, meaning shares were withheld to satisfy tax withholding obligations in connection with vested stock, rather than an open-market sale.

How many Citigroup shares were involved in the tax withholding?

The filing shows that 16,415.25 shares of Citigroup common stock were withheld at a price of $118.04 per share to satisfy tax withholding obligations.

How many Citigroup (C) shares does Edward Skyler hold after the transaction?

Following the reported tax-withholding transaction, Edward Skyler beneficially owned 188,311.26 shares of Citigroup common stock in direct ownership.

What is Edward Skyler’s role at Citigroup mentioned in the Form 4?

The Form 4 lists Edward Skyler as an officer of Citigroup with the title "Hd of Ent Svc & Public Affairs" (Head of Enterprise Services & Public Affairs).

How is the nature of ownership reported for these Citigroup shares?

The filing indicates the ownership form as Direct (D), meaning the reported 188,311.26 shares of Citigroup common stock are held directly by Edward Skyler.