Citigroup (C) director granted deferred common stock under compensation plan

Rhea-AI Filing Summary

DUGAN JOHN CUNNINGHAM reported acquisition or exercise transactions in this Form 4 filing.

CITIGROUP INC director John Cunningham Dugan received a grant of deferred common stock under the company’s Compensation Plan for Non-Employee Directors. The award covers 563.1138 deferred shares at a reference price of $110.99 per share, held by Citigroup for his benefit as deferred compensation.

Following this award, he has 32,403.7751 deferred shares held indirectly and 14,310.9389 common shares held directly. The filing shows no open-market buying or selling, only a compensation-related share award and updated holdings.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DUGAN JOHN CUNNINGHAM

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	563.114	$110.99	$63K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 32,403.775 shares (Indirect, See Footnote); Common Stock — 14,310.939 shares (Direct)

Footnotes (1)

1. Deferred shares awarded 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

Deferred shares granted: 563.1138 shares Grant price per share: $110.99 per share Indirect deferred holdings after grant: 32,403.7751 shares +1 more

4 metrics

Deferred shares granted 563.1138 shares Deferred common stock award under Compensation Plan for Non-Employee Directors on 2026-04-01

Grant price per share $110.99 per share Reference transaction price for deferred share award

Indirect deferred holdings after grant 32,403.7751 shares Deferred Citigroup common stock held for Dugan’s benefit after the award

Direct holdings after update 14,310.9389 shares Directly held Citigroup common stock position reported in Form 4

Key Terms

Deferred shares, Compensation Plan for Non-Employee Directors, indirect ownership, Common Stock

4 terms

Deferred shares financial

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

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

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

indirect ownership financial

"total_shares_following_transaction: 32403.7751, direct_or_indirect: I, nature_of_ownership: See Footnote"

Common Stock financial

"security_title: Common Stock, transaction_type: non-derivative"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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).

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^*

DUGAN JOHN CUNNINGHAM

(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)
04/01/2026

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	04/01/2026		A		563.1138(1)	A	$110.99	32,403.7751(2)	I	See Footnote
Common Stock								14,310.9389	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. Deferred shares awarded 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.

	John C. Dugan by Joseph B. Wollard, Attorney-in-Fact	04/02/2026
	** 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)