Citigroup (NYSE: C) adds 6.625% Series HH noncumulative preferred via depositary shares

Rhea-AI Filing Summary

Citigroup Inc. has created a new preferred stock series as part of its capital structure. On December 9, 2025, the company filed a Certificate of Designations in Delaware to establish its 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH, which became effective immediately upon filing. The company is also offering Depositary Shares, with each Depositary Share representing a 1/25th interest in a share of the Series HH preferred stock, under an underwriting agreement dated December 3, 2025. Related agreements, including the deposit agreement and a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP, are filed as exhibits and govern how the new preferred shares and Depositary Shares will be issued and administered.

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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)		(Commission File Number)		(IRS Employer Identification No.)

388 Greenwich, New York, New York		10013
(Address of principal executive offices)		(Zip Code)

(212) 559-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.1.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

CITIGROUP INC.

Current Report on Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 9, 2025, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.

A copy of the Certificate of Designations is being filed as an exhibit to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
1.1		Underwriting Agreement, dated December 3, 2025, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/25th interest in a share of 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH, of Citigroup Inc.
3.1		Certificate of Designations of 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH, of Citigroup Inc.
4.1		Deposit Agreement, dated December 10, 2025 among Citigroup Inc., Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally charted national association, jointly as Depositary, Computershare Trust Company N.A., as Registrar and Transfer Agent, and all holders from time to time of Receipts, Depositary Shares and the related 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH of Citigroup Inc.
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
99.1		Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated December 10, 2025						CITIGROUP INC.
						s/ Karen Wang
				By:		Karen Wang
						Assistant Secretary

FAQ

What new security did Citigroup Inc. (C) establish in this filing?

Citigroup Inc. established a new series of preferred stock called 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH through a Certificate of Designations filed in Delaware.

When did Citigroup Inc. (C) authorize the Series HH preferred stock?

Citigroup Inc. authorized the Series HH preferred stock on December 9, 2025, when it filed the Certificate of Designations with the Delaware Secretary of State, which became effective immediately.

How are Citigroup’s new Series HH preferred shares offered to investors?

The new preferred shares are offered through Depositary Shares, with each Depositary Share representing a 1/25th interest in a share of the 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH.

What key agreements are associated with Citigroup’s Series HH preferred stock?

Key agreements include an Underwriting Agreement dated December 3, 2025 for the Depositary Shares, a Deposit Agreement dated December 10, 2025 with Computershare entities as Depositary, Registrar and Transfer Agent, and a Certificate of Designations defining the rights of the Series HH preferred stock.

Who serves as Depositary and Transfer Agent for Citigroup’s Series HH Depositary Shares?

Computershare Inc. and its affiliate Computershare Trust Company, N.A. act jointly as Depositary, and Computershare Trust Company, N.A. serves as Registrar and Transfer Agent for the Depositary Shares and related Series HH preferred stock.

What legal opinion supports Citigroup’s new Series HH preferred issuance?

A legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP is filed as an exhibit, addressing matters related to the 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH and the Depositary Shares.