Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

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., CORPORATE LAW DEPARTMENT, 388 GREENWICH STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/22/2025 (Street) NEW YORK, NY 10013 4. If Amendment, Date 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 (City) (State) (Zip) 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 259,605.40(1) A $ 0 886,023.62 D

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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 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)

$96.30

10/22/2025

A

1,000,000

(2)

10/22/2035

Common Stock

1,000,000

$ 0

1,000,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fraser Jane Nind CITIGROUP INC., CORPORATE LAW DEPARTMENT 388 GREENWICH STREET NEW YORK, NY 10013	X		Chair & CEO

Signatures

Jane Fraser by Joseph B. Wollard, Attorney-in-Fact		10/24/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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