[8-K] CITIGROUP INC Reports Material Event

Rhea-AI Filing Summary

Citigroup Inc. reported a major leadership change, appointing Gonzalo Luchetti, currently Head of U.S. Personal Banking, as its next Chief Financial Officer, effective in early March 2026. He will succeed Mark A. L. Mason, who will become Executive Vice Chair of Citigroup and Senior Executive Advisor to Chair and CEO Jane Fraser at the same time. Luchetti has been with Citi since 2006 and previously led its consumer and retail banking businesses across Asia, EMEA and wealth management. The company notes that he participates in existing Citi compensation plans described in its March 18, 2025 proxy statement, and it has furnished a press release dated November 20, 2025 as an exhibit describing the leadership change.

Insights

Banking governance analyst

Citi reshapes its senior finance leadership while retaining outgoing CFO in a strategic advisory role.

Citigroup is appointing Gonzalo Luchetti, currently Head of U.S. Personal Banking, as Chief Financial Officer effective in early March 2026. Mark A. L. Mason, the current CFO, will transition to Executive Vice Chair and Senior Executive Advisor to Chair and CEO Jane Fraser at the same time, keeping his experience within the organization.

Luchetti brings a long Citi tenure, including leadership of the consumer bank in Asia and EMEA and roles in retail banking, wealth management and insurance. This background suggests continuity in understanding Citi’s global consumer and wealth platforms, which are important to its strategy as a diversified financial institution.

The company indicates that Luchetti participates in Citi’s existing compensation plans as described in the March 18, 2025 proxy statement, implying no unique, disclosed compensation package tied to this announcement in the excerpt. A separate press release dated November 20, 2025 has been furnished as an exhibit to provide additional narrative around the leadership change.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) November 19, 2025

Citigroup Inc.

(Exact name of registrant as specified in its charter)

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Delaware	1-9924	52-1568099
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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388 Greenwich Street, New York, New York (Address of principal executive offices)	​	10013 (Zip Code)

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(212) 559-1000

(Registrant’s telephone number,
including area code)

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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:

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

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

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

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

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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.2

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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).

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Emerging growth company   ☐

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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. ☐

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CITIGROUP INC.

Current Report on Form 8-K

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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2025, the Board of Directors of Citigroup Inc. (Citi) appointed Gonzalo Luchetti, currently Citi’s Head of U.S. Personal Banking, to be Citi’s Chief Financial Officer, effective in early March 2026. Mr. Luchetti will replace Mark A. L. Mason, who has accepted the position of Executive Vice Chair of Citi and Senior Executive Advisor to Citi’s Chair and CEO Jane Fraser, effective as of the same time.

Mr. Luchetti joined Citi in 2006 and assumed his current position in February 2021. Prior to his current role, he served as Head of Citi’s Consumer Bank in Asia and EMEA. He also served as the Head of Citi’s Asia Retail Bank and Global Head of Wealth Management and Insurance. Prior to joining Citi, he worked for JPMorgan Chase and Bain & Company.

Mr. Luchetti participates in Citi’s compensation plans as described in Citi’s Proxy Statement for its Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 18, 2025.

A copy of the Citigroup Inc. press release dated November 20, 2025 announcing this leadership change is being furnished as Exhibit 99.1 to this Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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Exhibit  Number		​
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99.1	​	Citigroup Inc. press release dated November 20, 2025.
99.2	​	Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date.
104	​	See the cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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SIGNATURE

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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.

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​	​	CITIGROUP INC.
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Dated: November 20, 2025	​	​
​	By:	/s/ Brent J. McIntosh
​	​	Brent J. McIntosh
​	​	Chief Legal Officer & Corporate Secretary

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FAQ

What leadership change did Citigroup Inc. (C) announce in this 8-K?

Citigroup Inc. announced that Gonzalo Luchetti, currently Head of U.S. Personal Banking, has been appointed as its next Chief Financial Officer, effective in early March 2026.

What happens to current Citigroup CFO Mark A. L. Mason?

Current CFO Mark A. L. Mason will become Executive Vice Chair of Citi and Senior Executive Advisor to Citi’s Chair and CEO Jane Fraser, effective at the same time as the new CFO appointment.

What is Gonzalo Luchetti’s background within Citigroup (C)?

Gonzalo Luchetti joined Citi in 2006 and has served as Head of U.S. Personal Banking, Head of Citi’s Consumer Bank in Asia and EMEA, Head of Asia Retail Bank, and Global Head of Wealth Management and Insurance.

How will Gonzalo Luchetti be compensated in his new CFO role at Citi?

The filing states that Mr. Luchetti participates in Citi’s compensation plans as described in Citigroup’s Proxy Statement for its Annual Meeting of Stockholders filed on March 18, 2025.

Did Citigroup include any additional information about this CFO transition?

Yes. A Citigroup Inc. press release dated November 20, 2025 announcing the leadership change is furnished as Exhibit 99.1 to the report.

What exhibits related to Citigroup’s securities are included with this 8-K?

The company includes an exhibit listing Citigroup Inc. securities registered pursuant to Section 12(b) of the Exchange Act as of the filing date, identified as Exhibit 99.2.