Grundlæggende statistik
| LEI | 6SHGI4ZSSLCXXQSBB395 |
| CIK | 831001 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Citigroup, Inc. Warrants exp. 2018-10-28
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 21, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 20, 2026 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) (I |
|
| May 21, 2026 |
Citigroup 2019 Stock Incentive Plan (As Amended and Restated, Effective as of May 20, 2026) Exhibit 10.1 Citigroup 2019 Stock Incentive Plan (As Amended and Restated, Effective as of May 20, 2026) 1.Purpose The purposes of the Citigroup 2019 Stock Incentive Plan (as amended from time to time, the “Plan”) are to (i) align incentive compensation programs with the Company’s long-term business objectives and the interests of stockholders; (ii) attract and retain Employees by providing compen |
|
| May 21, 2026 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncum |
|
| May 7, 2026 |
I, Gonzalo Luchetti, certify that: Exhibit 31.02 CERTIFICATION I, Gonzalo Luchetti, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
|
| May 7, 2026 |
Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncu |
|
| May 7, 2026 |
Subsidiary Issuers of Guaranteed Securities Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su |
|
| May 7, 2026 |
Exhibit 10.01 AWARD AGREEMENT Citigroup Inc. (“Citigroup”) hereby grants to Jane Fraser (the “Participant” or “you”) the award described below (the “Award”) pursuant to the terms and conditions set forth herein. For the Award to be effective, you must accept below acknowledging that you have received and read this Stock Option Award Agreement, including the Terms and Conditions set forth following |
|
| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc |
|
| May 7, 2026 |
Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
| May 7, 2026 |
Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended March 31, 2026 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Gonzalo Luchetti, as Chief Financial Officer of the Company, each h |
|
| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| April 14, 2026 |
Exhibit 99.3 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncum |
|
| April 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 14, 2026 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) |
|
| April 14, 2026 |
Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 1Q26 Page Note: Citigroup Financial Summary 1 See Citi’s 4Q25 Historical Financial Supplement furnished on Form 8-K (filed on April 3, 2026) for a description of and additional historical periods reflecting Citi’s first quarter of 2026 reporting changes. Prior period results and TCE allocations in this First Quarter 2026 Quarterly Financia |
|
| April 14, 2026 |
Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) APRIL 14, 2026 FIRST QUARTER 2026 RESULTS AND KEY METRICS CHAIR AND CEO COMMENTARY Citi Chair and CEO Jane Fraser said, “We’re off to an exceptionally strong start in 2026, with revenue up 14% and net income growing 42%. Services had an outstanding quarter with revenue up 17% and Markets crossed $7 billion in revenue. Banking continued to |
|
| April 3, 2026 |
Exhibit 99.1 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 4Q25 Historical Page Notes: In order to facilitate comparability with the Citigroup Inc. (Citi) first quarter of 2026 earnings materials to be issued on April 14, 2026, Citi is providing this Historical Quarterly Financial Data Supplement for the five-year quarterly and annual periods ended December 31, 2025, reflecting the following first |
|
| April 3, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 3, 2026 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) ( |
|
| April 3, 2026 |
Exhibit 99.2 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncum |
|
| April 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| April 2, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
|
| April 2, 2026 |
ANNUAL REPORT TO SECURITY HOLDERS 2 5 2025 Annual Reportof enabling growth and economic progress A mission Citi’s Value PropositionCiti’s mission is to serve as a trusted partner to our clients by responsibly providing financial services that enable growth and economic progress. |
|
| February 25, 2026 |
Calculation of Filing Fee Tables S-3 CITIGROUP INC Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Debt Securities of Citigroup Inc. |
|
| February 25, 2026 |
EX-5.3 Exhibit 5.3 Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com February 25, 2026 Citigroup Global Markets Holdings Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Citigroup Global Markets Holdings Inc., a New York corporation (the “Company”), and Citigroup Inc., a Delaware corporation (the “Guarantor”), are filing with the Securities and |
|
| February 25, 2026 |
Calculation of Filing Fee Tables S-3 CITIGROUP INC Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Debt Securities of Citigroup Inc. |
|
| February 25, 2026 |
EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-25.3 Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
As filed with the Securities and Exchange Commission on February 25, 2026 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 25, 2026 Registration No. |
|
| February 25, 2026 |
CITIGROUP INC. AMENDED AND RESTATED DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS EX-1.1 Exhibit 1.1 CITIGROUP INC. AMENDED AND RESTATED DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS New York, New York February 25, 2026 Citigroup Inc., a Delaware corporation (the “Company” or “Citigroup”), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Section 1(a) hereof. Such debt securities may have vary |
|
| February 25, 2026 |
EX-5.3 Exhibit 5.3 Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com February 25, 2026 Citigroup Global Markets Holdings Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Citigroup Global Markets Holdings Inc., a New York corporation (the “Company”), and Citigroup Inc., a Delaware corporation (the “Guarantor”), are filing with the Securities and |
|
| February 25, 2026 |
As filed with the Securities and Exchange Commission on February 25, 2026 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 25, 2026 Registration No. |
|
| February 25, 2026 |
EX-25.4 Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-51603 |
|
| February 25, 2026 |
EX-25.5 Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-25.6 Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-25.5 Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-25.5 Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-1.6 Exhibit 1.6 [ ] Depositary Shares Each Representing a 1/[ ] Interest in a Share of [ ]% [ ] Preferred Stock, Series [ ] ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York [ ], 202[ ] Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 100 |
|
| February 25, 2026 |
EX-25.4 Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-51603 |
|
| February 25, 2026 |
CITIGROUP INC. AMENDED AND RESTATED DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS EX-1.1 Exhibit 1.1 CITIGROUP INC. AMENDED AND RESTATED DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS New York, New York February 25, 2026 Citigroup Inc., a Delaware corporation (the “Company” or “Citigroup”), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Section 1(a) hereof. Such debt securities may have vary |
|
| February 25, 2026 |
EX-1.6 Exhibit 1.6 [ ] Depositary Shares Each Representing a 1/[ ] Interest in a Share of [ ]% [ ] Preferred Stock, Series [ ] ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York [ ], 202[ ] Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 100 |
|
| February 25, 2026 |
EX-5.3 Exhibit 5.3 Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com February 25, 2026 Citigroup Global Markets Holdings Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Citigroup Global Markets Holdings Inc., a New York corporation (the “Company”), and Citigroup Inc., a Delaware corporation (the “Guarantor”), are filing with the Securities and |
|
| February 25, 2026 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-25.4 Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-51603 |
|
| February 25, 2026 |
Calculation of Filing Fee Tables S-3 CITIGROUP INC Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Debt Securities of Citigroup Inc. |
|
| February 25, 2026 |
EX-25.3 Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
As filed with the Securities and Exchange Commission on February 25, 2026 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 25, 2026 Registration No. |
|
| February 25, 2026 |
CITIGROUP INC. AMENDED AND RESTATED DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS EX-1.1 Exhibit 1.1 CITIGROUP INC. AMENDED AND RESTATED DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS New York, New York February 25, 2026 Citigroup Inc., a Delaware corporation (the “Company” or “Citigroup”), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Section 1(a) hereof. Such debt securities may have vary |
|
| February 25, 2026 |
EX-25.6 Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
LIMITED POWER OF ATTORNEY (Form S-3) EX-24.1 Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Jane Fraser, Mark A. L. Mason, and Brent McIntosh, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all act |
|
| February 25, 2026 |
EX-25.3 Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
LIMITED POWER OF ATTORNEY (Form S-3) EX-24.1 Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Jane Fraser, Mark A. L. Mason, and Brent McIntosh, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all act |
|
| February 25, 2026 |
EX-25.6 Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
|
| February 25, 2026 |
LIMITED POWER OF ATTORNEY (Form S-3) EX-24.1 Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Jane Fraser, Mark A. L. Mason, and Brent McIntosh, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all act |
|
| February 25, 2026 |
EX-1.6 Exhibit 1.6 [ ] Depositary Shares Each Representing a 1/[ ] Interest in a Share of [ ]% [ ] Preferred Stock, Series [ ] ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York [ ], 202[ ] Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 100 |
|
| February 20, 2026 |
I, Mark A. L. Mason, certify that: Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Annual Report on Form 10-K of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to th |
|
| February 20, 2026 |
RESTATED CERTIFICATE OF INCORPORATION CITIGROUP INC. Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name |
|
| February 20, 2026 |
Significant Subsidiaries of Citigroup Inc. Exhibit 21.01 In accordance with SEC rules, the following is a list of Citigroup Inc.'s subsidiaries as of December 31, 2025, other than those subsidiaries, considered in the aggregate as a single subsidiary, that would not constitute a “significant subsidiary” as of December 31, 2025. This list of subsidiaries will change from year-to-year as a result of |
|
| February 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc. (Ex |
|
| February 20, 2026 |
TRADING AND MNPI STANDARD FOR CITI SECURITIES Exhibit 19.01 TRADING AND MNPI STANDARD FOR CITI SECURITIES Summary The Trading and MNPI Standard for Citi Securities (this "Standard") sets forth Citi’s policies, practices and procedures specifically applicable to trading in Citi securities by employees and officers, including those within the Personal Trading and Investment Policy and the Insider Trading Policy, which sets forth Citi's key requ |
|
| February 20, 2026 |
Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Annual Report on Form 10-K of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the per |
|
| February 20, 2026 |
Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Citigroup Inc. (the “Company”) for the year ended December 31, 2025 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each here |
|
| February 20, 2026 |
Exhibit 99.1 Citi Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncumulative Pr |
|
| February 20, 2026 |
Citigroup Inc. Share Repurchase and Securities Issuance Procedures Exhibit 19.03 Citigroup Inc. Share Repurchase and Securities Issuance Procedures •Repurchases by Citigroup Inc. (Citi) of its common stock are executed in accordance with Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, as applicable, and in compliance with all applicable securities laws. •During open trading windows, Citi may engage in repurchases in accordanc |
|
| February 20, 2026 |
Exhibit 19.02 Policy on Transactions in Citigroup Inc. Securities by Non-Management Members of Citigroup Inc.’s Board of Directors •Non-management members of Citigroup Inc.’s (Citi) Board of Directors (Board Members), including family members and other individuals residing in a Board Member’s household (Household), are prohibited from buying, selling, making personal or charitable gifts or otherwi |
|
| February 20, 2026 |
CITIGROUP INC. DODD-FRANK CLAWBACK PROVISIONS Exhibit 97.01 CITIGROUP INC. DODD-FRANK CLAWBACK PROVISIONS Citigroup Inc. (the “Company”) adopts these Dodd-Frank Clawback Provisions (these “Provisions”) in accordance with the applicable listing requirements of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities and Exchange Commission enacting the clawback |
|
| February 20, 2026 |
Exhibit 10.15 AWARD AGREEMENT Citigroup Inc. (“Citigroup”) hereby grants to Jane Fraser (the “Participant” or “you”) the award described below (the “Award”) pursuant to the terms and conditions set forth herein. For the Award to be effective, you must accept below acknowledging that you have received and read this Stock Option Award Agreement, including the Terms and Conditions set forth following |
|
| February 20, 2026 |
Exhibit 4.35 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 This Exhibit 4.32 describes the classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. References in this exhibit to “Citigroup,” “we” or “our” are to Citigroup Inc., and not any of its subsidiaries, unless context indicates |
|
| February 20, 2026 |
Subsidiary Issuers of Guaranteed Securities Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su |
|
| February 20, 2026 |
Consent of Independent Registered Public Accounting Firm Exhibit 23.01 Consent of Independent Registered Public Accounting Firm The Board of Directors Citigroup Inc.: We consent to the incorporation by reference in the Registration Statements on: • Form S-3 Nos: 33-63663, 333-12439, 333-57364, 333-102206, 333-117615, 333-122925, 333-132177, 333-132370, 333-157386,333-157459, 333-172554, 333-172562, 333-191056, 333-192302, 333-214120, 333-216372, 333-224 |
|
| February 20, 2026 |
POWER OF ATTORNEY Annual Report on Form 10-K Citigroup Inc. Exhibit 24.01 POWER OF ATTORNEY Annual Report on Form 10-K Citigroup Inc. I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Jane Fraser, Mark A. L. Mason and Brent McIntosh, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name |
|
| February 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 12, 2026 (February 11, 2026) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (C |
|
| February 12, 2026 |
EX-1.1 Exhibit 1.1 Execution Version 1,000,000 Depositary Shares Each Representing a 1/25th Interest in a Share of 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York February 5, 2026 Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Ma |
|
| February 12, 2026 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncum |
|
| February 12, 2026 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 6.500% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES JJ OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certifi |
|
| February 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 11, 2026 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| February 12, 2026 |
EX-4.1 Exhibit 4.1 Execution Version DEPOSIT AGREEMENT Dated February 12, 2026 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 6.500% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES JJ TABLE OF CONTENTS Page ARTICLE |
|
| February 12, 2026 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncum |
|
| February 4, 2026 |
New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com February 4, 2026 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the Depositary Shares, Each Representing a 1/1, |
|
| February 3, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 3, 2026 (February 2, 2026) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Com |
|
| February 3, 2026 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 6.250% NONCUMULATIVE PREFERRED STOCK SERIES II OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorpora |
|
| February 3, 2026 |
EX-4.1 Exhibit 4.1 Execution Version DEPOSIT AGREEMENT Dated February 3, 2026 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 6.250% NONCUMULATIVE PREFERRED STOCK, SERIES II TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 AR |
|
| February 3, 2026 |
EX-1.1 Exhibit 1.1 Execution Version 32,000,000 Depositary Shares Each Representing a 1/1,000th Interest in a Share of 6.250% Noncumulative Preferred Stock, Series II ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York January 27, 2026 Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 |
|
| February 3, 2026 |
Exhibit 99.1 Citigro up I nc. securities registered pur sua nt to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guar |
|
| February 3, 2026 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 52-1568099 (State of incorporation or organization) (IRS Employer Identification No.) 388 Greenwich Street Ne |
|
| January 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 14, 2026 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number |
|
| January 14, 2026 |
Exhibit 99.3 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| January 14, 2026 |
Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) JANUARY 14, 2026 FOURTH QUARTER AND FULL YEAR 2025 RESULTS AND KEY METRICS CHAIR AND CEO COMMENTARY Citi Chair and CEO Jane Fraser said, “With record revenues and positive operating leverage for each of our five businesses, 2025 was a year of significant progress as we demonstrated that the investments we are making are driving strong top |
|
| January 14, 2026 |
Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 4Q25 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Segment Net Revenues and Income (Loss) 4 Services 5 Markets 6 Banking 7 Wealth 8 U.S. Personal Banking (USPB) 9 Metrics 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divestiture-Related Impacts 14 Citigroup Su |
|
| January 12, 2026 |
EX-4.2 Exhibit 4.2 CITIGROUP INC. and THE BANK OF NEW YORK MELLON FIFTH SUPPLEMENTAL INDENTURE Dated as of January 9, 2026 Supplemental to Indenture dated as of October 7, 1996 providing for the issuance of Subordinated Debentures FIFTH SUPPLEMENTAL INDENTURE dated as of January 9, 2026 (this “Fifth Supplemental Indenture”), between Citigroup Inc., a Delaware corporation (as successor to the issue |
|
| January 12, 2026 |
EX-4.1 Exhibit 4.1 CITIGROUP INC. and THE BANK OF NEW YORK MELLON EIGHTH SUPPLEMENTAL INDENTURE Dated as of January 9, 2026 Supplemental to Indenture dated as of March 15, 1987 providing for the issuance of Debt Securities EIGHTH SUPPLEMENTAL INDENTURE dated as of January 9, 2026 (this “Eighth Supplemental Indenture”), between Citigroup Inc., a Delaware corporation (as successor to the issuer) (th |
|
| January 12, 2026 |
EX-4.3 Exhibit 4.3 CITIGROUP INC. and THE BANK OF NEW YORK MELLON TWELFTH SUPPLEMENTAL INDENTURE Dated as of January 9, 2026 Supplemental to Indenture dated as of July 23, 2004 providing for the issuance of Junior Subordinated Debt Securities TWELFTH SUPPLEMENTAL INDENTURE dated as of January 9, 2026 (this “Twelfth Supplemental Indenture”), between Citigroup Inc., a Delaware corporation (the “Comp |
|
| January 12, 2026 |
EX-4.5 Exhibit 4.5 CITIGROUP GLOBAL MARKETS HOLDINGS INC., AS ISSUER CITIGROUP INC., AS GUARANTOR and THE BANK OF NEW YORK MELLON FOURTH SUPPLEMENTAL INDENTURE Dated as of January 9, 2026 Supplemental to Indenture dated as of March 8, 2016 providing for the issuance of Senior Debt Securities FOURTH SUPPLEMENTAL INDENTURE dated as of January 9, 2026 (this “Fourth Supplemental Indenture”), between C |
|
| January 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 12, 2026 (January 9, 2026) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Comm |
|
| January 12, 2026 |
EX-4.4 Exhibit 4.4 CITIGROUP INC. and THE BANK OF NEW YORK MELLON THIRD SUPPLEMENTAL INDENTURE Dated as of January 9, 2026 Supplemental to Indenture dated as of June 1, 2005 providing for the issuance of Senior Securities THIRD SUPPLEMENTAL INDENTURE dated as of January 9, 2026 (this “Third Supplemental Indenture”), between Citigroup Inc., a Delaware corporation (as successor to the issuer) (the “ |
|
| January 12, 2026 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| December 29, 2025 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| December 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 29, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| December 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 10, 2025 (December 9, 2025) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Co |
|
| November 20, 2025 |
Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) November 20, 2025 CITI ANNOUNCES CfO transition plans and CHANGES to U.S. Personal banking business Mark Mason to transition out of CFO role in March 2026 and become Executive Vice Chair and Senior Executive Advisor to the Chair/CEO Gonzalo Luchetti to become CFO following transition period Retail Banking and U.S. Citigold to be integrate |
|
| November 20, 2025 |
Exhibit 99.2 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| November 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 19, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| November 6, 2025 |
Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended September 30, 2025 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, ea |
|
| November 6, 2025 |
Subsidiary Issuers of Guaranteed Securities Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su |
|
| November 6, 2025 |
Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guarant |
|
| November 6, 2025 |
Citigroup Inc. Performance Share Unit Award Agreement Exhibit 10.1 Citigroup Inc. Performance Share Unit Award Agreement Summary Citigroup Inc. (“Citigroup”) hereby grants to {NAME} (the “Participant” or "you") the performance share unit award (the “Award”) summarized below. For the Award to be effective, you must accept below acknowledging that you have received and read this Award Agreement, including the Terms and Conditions set forth following th |
|
| November 6, 2025 |
I, Mark A. L. Mason, certify that: Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
|
| November 6, 2025 |
EXECUTION COPY [Citi Letterhead] AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024 Exhibit 10. |
|
| November 6, 2025 |
Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup |
|
| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 22, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number |
|
| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 22, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number |
|
| October 22, 2025 |
JANE FRASER ELECTED CHAIR OF CITI’S BOARD OF DIRECTORS Exhibit 99.2 For Immediate Release Citigroup Inc. (NYSE: C) October 22, 2025 JANE FRASER ELECTED CHAIR OF CITI’S BOARD OF DIRECTORS New York – Citi today announced that its Board of Directors has elected Jane Fraser, Citi’s Chief Executive Officer, as Chair of the Board. John Dugan, who served as Chair of Citi’s Board since 2019, will become Lead Independent Director. The Board also granted Fraser |
|
| October 22, 2025 |
EX-5.01 Exhibit 5.01 October 22, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) €1,250,000,000 2.928% Fixed Rate / Floating Rate Senior Notes due October 22, 2030 of the Company (the “2030 Securities”) a |
|
| October 22, 2025 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| October 22, 2025 |
EX-99.01 Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’ |
|
| October 14, 2025 |
Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 3Q25 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Operating Segments, Reporting Units, and Components—Net Revenues and Income 4 Services 5 Markets 6 Banking 7 Wealth 8 U.S. Personal Banking (USPB) 9 Metrics 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divest |
|
| October 14, 2025 |
Exhibit 99.3 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| October 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 14, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number |
|
| October 14, 2025 |
Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) OCTOBER 14, 2025 THIRD QUARTER 2025 RESULTS AND KEY METRICS CEO COMMENTARY Citi CEO Jane Fraser said, “The relentless execution of our strategy is delivering stronger business performance quarter after quarter and improving our returns. The cumulative effect of what we have done over the past years – our transformation, our refreshed stra |
|
| September 24, 2025 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| September 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 24, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| September 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 11, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| September 11, 2025 |
EX-5.01 Exhibit 5.01 September 11, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) $3,000,000,000 4.503% Fixed Rate / Floating Rate Senior Notes due September 11, 2031 of the Company (the “2031 Fixed Rate |
|
| September 11, 2025 |
EX-99.01 Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’ |
|
| August 6, 2025 |
Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name |
|
| August 6, 2025 |
Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended June 30, 2025 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each he |
|
| August 6, 2025 |
Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guarant |
|
| August 6, 2025 |
Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
|
| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc. |
|
| August 6, 2025 |
By-Laws of Citigroup Inc., as amended effective August 1, 2025. Exhibit 3.2 BY-LAWS OF CITIGROUP INC. As amended effective August 1, 2025 BY-LAWS OF CITIGROUP INC. ARTICLE I LOCATION SECTION 1. The location of the registered office of the Company in Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. The Company shall, in addition to the registered office in the State of Delaware, establish and maintain an office wi |
|
| August 6, 2025 |
Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
| August 6, 2025 |
Subsidiary Issuers of Guaranteed Securities. Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su |
|
| July 23, 2025 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| July 23, 2025 |
Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guarant |
|
| July 23, 2025 |
Exhibit 1.1 Conformed 2,700,000 Depositary Shares Each Representing a 1/25th Interest in a Share of 6.875% Fixed Rate Reset Noncumulative Preferred Stock, Series GG ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York July 16, 2025 Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Green |
|
| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) ( |
|
| July 23, 2025 |
Exhibit 4.1 Conformed DEPOSIT AGREEMENT Dated July 23, 2025 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 6.875% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES GG TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS ARTIC |
|
| July 23, 2025 |
EX-5.01 Exhibit 5.01 July 23, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offering of €900,000,000 4.296% Fixed Rate / Floating Rate Subordinated Notes due July 23, 2036 of the Company (the “Securities”) pursuant to t |
|
| July 23, 2025 |
CERTIFICATE OF DESIGNATIONS OF 6.875% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES GG OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporati |
|
| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2025 (July 22, 2025) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commissio |
|
| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) ( |
|
| July 15, 2025 |
Exhibit 99.3 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| July 15, 2025 |
Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 2Q25 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Operating Segments, Reporting Units, and Components—Net Revenues and Income 4 Services 5 Markets 6 Banking 7 Wealth 8 U.S. Personal Banking (USPB) 9 Metrics 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divest |
|
| July 15, 2025 |
Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) July 15, 2025 SECOND QUARTER 2025 RESULTS AND KEY METRICS CEO COMMENTARY Citi CEO Jane Fraser said, “We reported another very good quarter and continue to demonstrate that our strong results are sustainable through different environments. We’re improving the performance of each of our businesses to take share and drive higher returns. Wit |
|
| July 10, 2025 |
Form of Master Note for Citigroup Global Markets Holdings Inc. Medium-Term Senior Notes, Series N Exhibit 4.1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CED |
|
| July 10, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 10, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9924 (Commission File Number) 52-1568099 ( |
|
| July 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 1, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) (I |
|
| July 2, 2025 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission File No. 1-9924 A.Full title of the plan and the address of the plan, if different from that of the issuer named below: CITI RETIREMENT SAVINGS PLAN FOR PUERTO RICO Plans Administratio |
|
| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission File No. 1-9924 A.Full title of the plan and the address of the plan, if different from that of the issuer named below: CITI RETIREMENT SAVINGS PLAN Plans Administration Committee 388 |
|
| June 18, 2025 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Citigroup Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per sh |
|
| June 18, 2025 |
Exhibit 4.2 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name |
|
| June 18, 2025 |
Citi Board Elects Jonathan Moulds to Board of Directors Exhibit 99.1 FOR IMMEDIATE RELEASE Citigroup Inc. (NYSE: C) June 16, 2025 Citi Board Elects Jonathan Moulds to Board of Directors New York, NY – Citi’s Board of Directors today announced that it has elected Jonathan Moulds as a new independent director, with service commencing immediately. Citi Chair John C. Dugan said, “Citi will benefit greatly from Jonathan’s widely recognized track record for |
|
| June 18, 2025 |
Limited Power of Attorney of the Directors of the Registrant Exhibit 24.1 Limited Power of Attorney (Form S-8) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (“the Company”), does hereby constitute and appoint each of Jane Fraser, Mark A. L. Mason, and Brent J. McIntosh the true and lawful attorney-in-fact and agent of the undersigned, to do or cause to be done any and all acts and things and t |
|
| June 18, 2025 |
As filed with the Securities and Exchange Commission on June 18, 2025 As filed with the Securities and Exchange Commission on June 18, 2025 Registration No. |
|
| June 18, 2025 |
Exhibit 99.2 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 16, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) ( |
|
| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 3, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) (I |
|
| June 3, 2025 |
Form of Note for the Company’s 4.550% Fixed Rate / Floating Rate Subordinated Notes due 2035. Exhibit 4.01 This Subordinated Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Subordinated Note is not exchangeable for Subordinated Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described her |
|
| June 3, 2025 |
Exhibit 99.01 Citigr o up Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guara |
|
| June 3, 2025 |
EX-5.01 Exhibit 5.01 June 3, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offering of C$1,500,000,000 4.550% Fixed Rate / Floating Rate Subordinated Notes due June 2035 of the Company (the “Securities”) pursuant to the |
|
| June 3, 2025 |
Exhibit 1.01 Execution Version TERMS AGREEMENT May 27, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell C$1,500,000,000 aggregate principal amount of its 4.550% Fixed Rate / Floating Rate Subordinated Notes Due 2035 (the “Secur |
|
| May 15, 2025 |
Form of Master Note for Citigroup Inc. Medium-Term Senior Notes, Series G Exhibit 4.1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CED |
|
| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9924 (Commission File Number) 52-1568099 (I |
|
| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-09924 Issuer: CITIGROUP GLOBAL MARKETS HOLDINGS INC. Exchange: NEW YORK STOCK EXCHANGE LLC (Exact name of Issuer as specified in its charter, and name of Exchange where securi |
|
| May 8, 2025 |
Citigroup Inc. Deferred Cash Award Plan (as Amended and Restated Effective as of January 1, 2025). Exhibit 10.02 CITIGROUP INC. DEFERRED CASH AWARD PLAN (as Amended and Restated Effective as of January 1, 2025) CITIGROUP INC. DEFERRED CASH AWARD PLAN PURPOSE Citigroup Inc. has adopted this Citigroup Inc. Deferred Cash Award Plan, as amended and restated effective as of January 1, 2025 (the “Plan”), for certain eligible employees of the Company in order to provide such eligible employees with a |
|
| May 8, 2025 |
Exhibit 10.03 Citigroup Inc. Performance Share Unit Award Agreement Summary Citigroup Inc. (“Citigroup”) hereby grants to {NAME} (the “Participant” or "you") the performance share unit award (the “Award”) summarized below. For the Award to be effective, you must accept below acknowledging that you have received and read this Award Agreement, including the Terms and Conditions set forth following t |
|
| May 8, 2025 |
Subsidiary Issuers of Guaranteed Securities. Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su |
|
| May 8, 2025 |
Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended March 31, 2025 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each h |
|
| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc |
|
| May 8, 2025 |
Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
|
| May 8, 2025 |
Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
|
| May 8, 2025 |
Restated Certificate of Incorporation of Citigroup Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name |
|
| May 8, 2025 |
Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guarant |
|
| May 8, 2025 |
Exhibit 10.01 CITI DISCRETIONARY INCENTIVE AND RETENTION AWARD PLAN Amended and Restated Effective as of January 1, 2025 PREAMBLE The purpose of the Plan is to reward and retain Eligible Employees through discretionary incentive and/or retention awards under the terms and conditions described in the Plan. Awards under the Plan may be contingent upon the Company's performance, an Eligible Employee' |
|
| May 7, 2025 |
Exhibit 1.02 Execution Version TERMS AGREEMENT May 1, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,000,000,000 aggregate principal amount of its 4.952% Fixed Rate / Floating Rate Senior Notes Due 2031 (the “Securities” |
|
| May 7, 2025 |
Form of Note for the Company’s 4.643% Fixed Rate / Floating Rate Senior Notes due May 7, 2028. Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| May 7, 2025 |
Form of Note for the Company’s Floating Rate Senior Notes due May 7, 2028. Exhibit 4.03 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| May 7, 2025 |
Exhibit 1.03 Execution Version TERMS AGREEMENT May 1, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$700,000,000 aggregate principal amount of its Floating Rate Notes Due 2028 (the “Securities”). Subject to the terms and c |
|
| May 7, 2025 |
Exhibit 1.01 Execution Version TERMS AGREEMENT May 1, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,350,000,000 aggregate principal amount of its 4.643% Fixed Rate / Floating Rate Senior Notes Due 2028 (the “Securities” |
|
| May 7, 2025 |
EX-5.01 Exhibit 5.01 May 7, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) $2,350,000,000 4.643% Fixed Rate / Floating Rate Senior Notes due May 7, 2028 of the Company (the “2028 Fixed Rate / Floating Ra |
|
| May 7, 2025 |
Form of Note for the Company’s 4.952% Fixed Rate / Floating Rate Senior Notes due May 7, 2031. Exhibit 4.02 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
|
| May 7, 2025 |
EX-1.04 Exhibit 1.04 Execution Version TERMS AGREEMENT May 1, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$300,000,000 aggregate principal amount of its Floating Rate Senior Notes Due 2031 (the “Securities”). Subject to t |
|
| May 7, 2025 |
Form of Note for the Company’s Floating Rate Senior Notes due May 7, 2031. Exhibit 4.04 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| May 7, 2025 |
Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guarant |
|
| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) |
|
| May 1, 2025 |
Citigroup 2019 Stock Incentive Plan (as amended and restated as of April 29, 2025). Exhibit 10.1 Citigroup 2019 Stock Incentive Plan (As Amended and Restated, Effective as of January 1, 2025) 1.Purpose The purposes of the Citigroup 2019 Stock Incentive Plan (as amended from time to time, the “Plan”) are to (i) align incentive compensation programs with the Company’s long-term business objectives and the interests of stockholders; (ii) attract and retain Employees by providing com |
|
| May 1, 2025 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| April 29, 2025 |
Form of Note for the Company’s Floating Rate Senior Notes due April 29, 2029. Exhibit 4.02 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| April 29, 2025 |
Form of Note for the Company’s 4.113% Fixed Rate / Floating Rate Senior Notes due April 29, 2036. Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| April 29, 2025 |
EX-5.01 Exhibit 5.01 April 29, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) €1,500,000,000 4.113% Fixed Rate / Floating Rate Senior Notes due April 29, 2036 of the Company (the “Fixed Rate / Floating R |
|
| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) |
|
| April 29, 2025 |
Exhibit 1.01 Execution Version TERMS AGREEMENT April 22, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell €1,500,000,000 aggregate principal amount of its 4.113% Fixed Rate / Floating Rate Senior Notes Due 2036 (the “Securities” |
|
| April 29, 2025 |
Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guarant |
|
| April 29, 2025 |
Exhibit 1.02 Execution Version TERMS AGREEMENT April 22, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell €1,000,000,000 aggregate principal amount of its Floating Rate Senior Notes Due 2029 (the “Securities”). Subject to the te |
|
| April 28, 2025 |
Notice of Exempt Solicitation Pursuant to Rule 14a-103 | April 28, 2025 Notice of Exempt Solicitation Pursuant to Rule 14a-103 | April 28, 2025 Name of Registrant: Citigroup Inc. |
|
| April 15, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 15, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) |
|
| April 15, 2025 |
Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 1Q25 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Operating Segments, Reporting Units, and Components—Net Revenues and Income 4 Services 5 Markets 6 Banking 7 Wealth 8 U.S. Personal Banking (USPB) 9 Metrics 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divest |
|
| April 15, 2025 |
Exhibit 99.3 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| April 15, 2025 |
Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) April 15, 2025 FIRST QUARTER 2025 RESULTS AND KEY METRICS CEO COMMENTARY Citi CEO Jane Fraser said, “With net income of $4.1 billion we delivered a strong quarter, marked by continued momentum, positive operating leverage and improved returns in each of our five businesses. Services recorded its best first quarter revenue in a decade. Mar |
|
| April 14, 2025 |
United States Securities and Exchange Commission Washington, D.C. 20549 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Citigroup Inc. Name of persons relying on exemption: Sisters of St. Joseph of Peace Address of persons relying on exemption: Investor Advocates for Social Justice, 40 S Fullerton Ave, Montclair, NJ 07042 Written materials are submitted pursuant to R |
|
| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| March 27, 2025 |
Form of Note for the Company’s 5.333% Fixed Rate / Floating Rate Senior Notes due March 27, 2036. Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| March 27, 2025 |
Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guarant |
|
| March 27, 2025 |
EX-5.01 Exhibit 5.01 March 27, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offering of $2,250,000,000 5.333% Fixed Rate / Floating Rate Senior Notes due March 27, 2036 of the Company (the “Securities”) pursuant to the |
|
| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) |
|
| March 27, 2025 |
Exhibit 1.01 Execution Version TERMS AGREEMENT March 20, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,250,000,000 aggregate principal amount of its 5.333% Fixed Rate / Floating Rate Senior Notes Due 2036 (the “Securiti |
|
| March 19, 2025 |
Citi’s Value Proposition A mission of enabling growth and economic progress Citi’s Value Proposition A mission of enabling growth and economic progressWhat you can expect from us and what we expect from ourselves Citi’s mission is to serve as a trusted partner to our clients by responsibly providing financial services that enable growth and economic progress. |
|
| March 18, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
|
| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| March 4, 2025 |
Exhibit 1.03 Execution Version TERMS AGREEMENT February 25, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$750,000,000 aggregate principal amount of its Floating Rate Notes Due 2029 (the “Securities”). Subject to the terms |
|
| March 4, 2025 |
Form of Note for the Company’s 5.612% Fixed Rate / Floating Rate Senior Notes due March 4, 2056. Exhibit 4.02 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| March 4, 2025 |
Form of Note for the Company’s Floating Rate Senior Notes due March 4, 2029. Exhibit 4.03 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| March 4, 2025 |
EX-5.01 Exhibit 5.01 March 4, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) $2,250,000,000 4.786% Fixed Rate / Floating Rate Senior Notes due March 4, 2029 of the Company (the “2029 Securities”), (ii) $ |
|
| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 4, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) ( |
|
| March 4, 2025 |
Form of Note for the Company’s 4.786% Fixed Rate / Floating Rate Senior Notes due March 4, 2029. Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf |
|
| March 4, 2025 |
Exhibit 99.01 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guarant |
|
| March 4, 2025 |
Exhibit 1.02 Execution Version TERMS AGREEMENT February 25, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,000,000,000 aggregate principal amount of its 5.612% Fixed Rate / Floating Rate Notes Due 2056 (the “Securities”). |
|
| March 4, 2025 |
Exhibit 1.01 Execution Version TERMS AGREEMENT February 25, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,250,000,000 aggregate principal amount of its 4.786% Fixed Rate / Floating Rate Notes Due 2029 (the “Securities”) |
|
| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc. (Ex |
|
| February 21, 2025 |
Citigroup Inc. Dodd-Frank Clawback Provisions (effective as of October 2, 2023). Exhibit 97.01 CITIGROUP INC. DODD-FRANK CLAWBACK PROVISIONS Citigroup Inc. (the “Company”) adopts these Dodd-Frank Clawback Provisions (these “Provisions”) in accordance with the applicable listing requirements of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities and Exchange Commission enacting the clawback |
|
| February 21, 2025 |
Consent of KPMG LLP, Independent Registered Public Accounting Firm. Exhibit 23.01 Consent of Independent Registered Public Accounting Firm The Board of Directors Citigroup Inc.: We consent to the incorporation by reference in the Registration Statements on: • Form S-3 Nos: 33-63663, 333-12439,333-48474, 333-56088, 333-57364, 333-75554, 333-102206, 333-103940, 333-105316, 333-108047, 333-117615, 333-122925, 333-132177, 333-157386,333-157459, 333-172554, 333-172562, |
|
| February 21, 2025 |
Citigroup Inc. Share Repurchase and Securities Issuance Procedures. Exhibit 19.03 Citigroup Inc. Share Repurchase and Securities Issuance Procedures •Repurchases by Citigroup Inc. (Citi) of its common stock are executed in accordance with Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, as applicable, and in compliance with all applicable securities laws. •During open trading windows, Citi may engage in repurchases in accordanc |
|
| February 21, 2025 |
Subsidiary Issuers of Guaranteed Securities. Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su |
|
| February 21, 2025 |
Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. Exhibit 4.32 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 This Exhibit 4.32 describes the classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. References in this exhibit to “Citigroup,” “we” or “our” are to Citigroup Inc., and not any of its subsidiaries, unless context indicates |
|
| February 21, 2025 |
Exhibit 19.02 Policy on Transactions in Citigroup Inc. Securities by Non-Management Members of Citigroup Inc.’s Board of Directors •Non-management members of Citigroup Inc.’s (Citi) Board of Directors (Board Members), including family members and other individuals residing in a Board Member’s household (Household), are prohibited from buying, selling, making personal or charitable gifts or otherwi |
|
| February 21, 2025 |
Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Citigroup Inc. (the “Company”) for the year ended December 31, 2024 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each here |
|
| February 21, 2025 |
Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Annual Report on Form 10-K of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the per |
|
| February 21, 2025 |
Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name |
|
| February 21, 2025 |
Trading and Material Non-Public Information (MNPI) Standard for Citi Securities. Exhibit 19.01 TRADING AND MNPI STANDARD FOR CITI SECURITIES Summary The Trading and MNPI Standard for Citi Securities (this "Standard") sets forth Citi’s policies, practices and procedures specifically applicable to trading in Citi securities by employees and officers, including those within the Personal Trading and Investment Policy and the Insider Trading Policy, which sets forth Citi's key requ |
|
| February 21, 2025 |
Exhibit 99.1 Citi Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rat |
|
| February 21, 2025 |
Significant Subsidiaries of Citigroup Inc. Exhibit 21.01 In accordance with SEC rules, the following is a list of Citigroup Inc.'s subsidiaries as of December 31, 2024, other than those subsidiaries, considered in the aggregate as a single subsidiary, that would not constitute a “significant subsidiary” as of December 31, 2024. This list of subsidiaries will change from year-to-year as a result of |
|
| February 21, 2025 |
Exhibit 24.01 POWER OF ATTORNEY Annual Report on Form 10-K Citigroup Inc. I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Jane Fraser, Mark A. L. Mason and Brent McIntosh, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name |
|
| February 21, 2025 |
Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Annual Report on Form 10-K of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to th |
|
| February 18, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 13, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 13, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| February 18, 2025 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| February 18, 2025 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| February 12, 2025 |
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G EX-1 2 c-ex1.htm EX-1 EXHIBIT INDEX TO SCHEDULE 13G EXHIBIT 1 Agreement among CGML, CGMHBL, CFP, CGM Holdings and Citigroup as to joint filing of Schedule 13G. EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf. Dated: February 12, 2025 Citigroup |
|
| February 12, 2025 |
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G EX-1 2 c-ex1.htm EX-1 EXHIBIT INDEX TO SCHEDULE 13G EXHIBIT 1 Agreement among CGM, CFP, CGM Holdings and Citigroup as to joint filing of Schedule 13G. EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf. Dated: February 12, 2025 Citigroup Global M |
|
| February 12, 2025 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 6.950% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES FF OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of |
|
| February 12, 2025 |
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G EX-1 2 c-ex1.htm EX-1 EXHIBIT INDEX TO SCHEDULE 13G EXHIBIT 1 Agreement among CGM, CFP, CGM Holdings and Citigroup as to joint filing of Schedule 13G. EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf. Dated: February 12, 2025 Citigroup Global M |
|
| February 12, 2025 |
Exhibit 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange on which registered Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty |
|
| February 12, 2025 |
EX-1.1 Exhibit 1.1 Execution Version 2,000,000 Depositary Shares Each Representing a 1/25th Interest in a Share of 6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York February 5, 2025 Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Mark |
|
| February 12, 2025 |
EX-4.1 Exhibit 4.1 Execution Version DEPOSIT AGREEMENT Dated February 12, 2025 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 6.950% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES FF TABLE OF CONTENTS Page ARTICLE |
|
| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 12, 2025 (February 11, 2025) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (C |
