Sec Form 4 Filing - Fraser Jane Nind @ CITIGROUP INC - 2026-01-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fraser Jane Nind 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 (Last) (First) (Middle) CITIGROUP INC., 388 GREENWICH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2026 (Street) NEW YORK, NY10013 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 67,967.91 ( 1 ) D $ 118.04 818,055.71 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 112.8 01/20/2026 A 55,000 ( 2 ) 01/20/2036 Common Stock 55,000 $ 0 1,055,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fraser Jane Nind CITIGROUP INC. 388 GREENWICH STREET NEW YORK, NY10013 X Chair & CEO Signatures Jane Fraser by Joseph B. Wollard, Attorney-in-Fact 01/20/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock. ( 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 January 20, 2029; none of the award is eligible for immediate sale. As stated on the Reporting Person's Amended Form 4 filed on October 24, 2025, the Issuer approved an award of 1,055,000 stock options in October 2025, including 1,000,000 stock options that were granted to the Reporting Person at that time and 55,000 stock options that were granted in January 2026.

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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