Citigroup (NYSE: C) adds 6.250% Series II preferred shares

Rhea-AI Filing Summary

Citigroup Inc. filed a Certificate of Designations in Delaware on February 2, 2026, creating a new series of 6.250% Noncumulative Preferred Stock, Series II. This filing immediately amended Citigroup’s Restated Certificate of Incorporation to add the rights and preferences of this preferred series.

Citigroup also entered into an underwriting agreement for depositary shares, each representing a 1/1,000th interest in a share of the new Series II preferred stock. A deposit agreement with Computershare entities covers the administration of the depositary shares and underlying preferred stock, and a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP is included as an exhibit.

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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) 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)		(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 February 2, 2026, 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, 6.250% Noncumulative Preferred Stock, Series II. 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 January 27, 2026, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/1,000th interest in a share of 6.250% Noncumulative Preferred Stock, Series II, of Citigroup Inc.
3.1		Certificate of Designations of 6.250% Noncumulative Preferred Stock, Series II, of Citigroup Inc.
4.1		Deposit Agreement, dated February 3, 2026 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 6.250% Noncumulative Preferred Stock, Series II 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 February 3, 2026						CITIGROUP INC.
						/s/ Karen Wang
				By:		Karen Wang
						Assistant Secretary

FAQ

What did Citigroup (C) change with its preferred stock in this 8-K?

Citigroup created a new 6.250% Noncumulative Preferred Stock, Series II, by filing a Certificate of Designations in Delaware. This immediately amended its Restated Certificate of Incorporation to add the specific rights and preferences of this new preferred series.

What is Citigroup’s 6.250% Noncumulative Preferred Stock, Series II?

It is a new series of Citigroup preferred stock carrying a 6.250% dividend rate on a noncumulative basis. The series’ designations, preferences, powers, and rights are defined in a Certificate of Designations that became effective upon filing with the Delaware Secretary of State.

How are Citigroup (C) Series II preferred shares offered to investors?

Citigroup entered into an underwriting agreement covering depositary shares that each represent a 1/1,000th interest in one share of the 6.250% Noncumulative Preferred Stock, Series II. These depositary shares provide indirect exposure to the underlying preferred stock through the depositary structure.

Who is the depositary and transfer agent for Citigroup’s Series II depositary shares?

Computershare Inc. and its affiliate Computershare Trust Company, N.A. serve jointly as Depositary under a February 3, 2026 deposit agreement. Computershare Trust Company, N.A. also acts as Registrar and Transfer Agent for the depositary receipts, depositary shares, and related Series II preferred stock.

What key legal documents support Citigroup (C) Series II preferred stock?

The structure is supported by a Certificate of Designations for the 6.250% Noncumulative Preferred Stock, Series II, an underwriting agreement for the depositary shares, a deposit agreement with Computershare entities, and a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP.

Does this Citigroup 8-K involve changes to common stock?

The disclosure focuses on establishing 6.250% Noncumulative Preferred Stock, Series II, and related depositary shares. It describes amendments to Citigroup’s Restated Certificate of Incorporation specific to this preferred series rather than detailing any changes to the company’s common stock.