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Form 4/A: Jane Fraser awarded deferred stock, $96.3 strike options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Citigroup Inc. (C) filed an amended Form 4 for Chair & CEO Jane Fraser. On 10/22/2025, she received 259,605.4 deferred shares at $0, bringing her beneficial ownership to 886,023.62 shares.

She was also granted 1,000,000 employee stock options with a $96.3 exercise price, expiring on 10/22/2035. Both awards vest in three equal annual installments beginning on October 22, 2028, and none is eligible for immediate sale.

The amendment clarifies the option grant is 1,000,000 options and notes an additional 55,000 options were approved to be formally granted in 2026 and will be reported then.

Positive

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Insider Fraser Jane Nind
Role Chair & CEO
Type Security Shares Price Value
Grant/Award Employee Stock Options (Right to Buy) 1,000,000 $0.00 --
Grant/Award Common Stock 259,605.4 $0.00 --
Holdings After Transaction: Employee Stock Options (Right to Buy) — 1,000,000 shares (Direct); Common Stock — 886,023.62 shares (Direct)
Footnotes (1)
  1. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in three equal annual installments beginning on October 22, 2028; none of the award is eligible for immediate sale. Award of stock options to purchase Citigroup Inc. common stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests and becomes exercisable in three equal annual installments beginning on October 22, 2028; none of the award is eligible for immediate sale.
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
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).
1. Name and Address of Reporting Person*
Fraser Jane Nind
(Last) (First) (Middle)
CITIGROUP INC., CORPORATE LAW DEPARTMENT
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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chair & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/22/2025 		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 10/22/2025 A 259,605.4(1) A $0 886,023.62 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
Employee Stock Options (Right to Buy) $96.3 10/22/2025 A 1,000,000 (2) 10/22/2035 Common Stock 1,000,000 $0 1,000,000 D
Explanation of Responses:
1. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in three equal annual installments beginning on October 22, 2028; none of the award is eligible for immediate sale.
2. Award of stock options to purchase Citigroup Inc. common stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests and becomes exercisable in three equal annual installments beginning on October 22, 2028; none of the award is eligible for immediate sale.
Remarks:
This Amended Form 4 revises the original Form 4 filed on October 22, 2025 to state that the number of stock options and underlying shares of the Issuer's common stock formally awarded to the Reporting Person and described on Table II is 1,000,000, in accordance with the Issuer's 2019 Stock Incentive Plan. The Issuer approved an award to the Reporting Person of an additional 55,000 stock options, which will be formally granted in 2026, and reported on a new Form 4 at such time. This Amended Form 4 does not revise the information reported on Table I of the original Form 4 filed on October 22, 2025.
Jane Fraser by Joseph B. Wollard, Attorney-in-Fact 10/24/2025
** 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) disclose in this Form 4/A?

An amended insider filing for Jane Fraser showing 259,605.4 deferred shares at $0 and 1,000,000 stock options at a $96.3 exercise price on 10/22/2025.

How do the awards to Citigroup (C) CEO Jane Fraser vest?

Both the deferred shares and options vest in three equal annual installments beginning on October 22, 2028.

What is Jane Fraser’s beneficial ownership after the reported transactions?

Beneficial ownership is 886,023.62 shares following the reported transactions.

What are the key terms of the stock options granted to Jane Fraser at Citigroup (C)?

1,000,000 options with a $96.3 exercise price, expiring on 10/22/2035; granted at $0 cost.

Why was this Citigroup (C) Form 4 amended?

To state the option grant is 1,000,000 and to note approval of an additional 55,000 options to be formally granted in 2026 and reported then.

What roles does the reporting person hold at Citigroup (C)?

Jane Fraser is a Director and Officer, serving as Chair & CEO.

Are the newly awarded shares or options immediately saleable?

No. The filing states none of the award is eligible for immediate sale.