0000831001 2026-02-11 2026-02-11 0000831001 c:NoncumulativePreferredStockSeriesIIMember 2026-02-11 2026-02-11 0000831001 c:SeriesNMediumTermSeniorNotesDueSept2026Member 2026-02-11 2026-02-11 0000831001 c:SeriesNMediumTermSeniorNotesDueSept2028Member 2026-02-11 2026-02-11 0000831001 c:SeriesNMediumTermSeniorNotesDueOct2028Member 2026-02-11 2026-02-11 0000831001 c:SeriesNMediumTermSeniorNotesDueMar2029Member 2026-02-11 2026-02-11 0000831001 us-gaap:CommonStockMember 2026-02-11 2026-02-11 0000831001 c:SeriesNMediumTermSeniorNotesDueApr2028Member 2026-02-11 2026-02-11 0000831001 c:CitigroupCapitalIIIMember 2026-02-11 2026-02-11 0000831001 c:CitigroupCapitalXIIIMember 2026-02-11 2026-02-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
|
|
|
|
|
|
|
|
|
|
(State or other jurisdiction
of incorporation) |
|
|
|
(IRS Employer
Identification No.) |
|
|
|
388 Greenwich, New York, New York |
|
|
(Address of principal executive offices) |
|
|
(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
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On February 11, 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, 6.500% Fixed R
at
e Reset Noncumulative Preferred Stock, Series JJ. 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.
|
Financial Statements and Exhibits. |
(d) Exhibits:
|
|
|
Exhibit
No. |
|
Description |
|
|
| 1.1 |
|
Underwriting Agreement, dated February 5, 2026, 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 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ, of Citigroup Inc. |
|
|
| 3.1 |
|
Certificate of Designations of 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ, of Citigroup Inc. |
|
|
| 4.1 |
|
Deposit Agreement, dated February 12, 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 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ 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 12, 2026 |
|
|
|
|
|
CITIGROUP INC. |
|
|
|
|
|
|
|
|
|
|
/s/ Karen Wang |
|
|
|
|
By: |
|
Karen Wang |
|
|
|
|
|
|
Assistant Secretary |
false0000831001--12-31NYSENYSENYSENYSENYSENYSENYSENYSENYSE
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 |
|
Stock Exchange |
|
|
|
|
| Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncumulative Preferred Stock, Series II |
|
C PR R |
|
Dep Shs, represent 1/1,000th interest in a share of 6.250% Noncum Pref Stk, Ser II |
|
Stock Exchange |
|
|
|
|
| 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto) |
|
C/36Y |
|
7.625% TRUPs of Cap III (and registrant’s guaranty) |
|
Stock Exchange |
|
|
|
|
| 7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS ® ) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto) |
|
C N |
|
7.875% FXD / FRN TruPS of Cap XIII (and registrant’s guaranty) |
|
Stock Exchange |
|
|
|
|
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due April 26, 2028 of CGMHI (and registrant’s guaranty with respect thereto) |
|
C/28 |
|
MTN, Series N, Floating Rate Notes Due Apr 26, 2028 of CGMHI (and registrant’s guaranty) |
|
Stock Exchange |
|
|
|
|
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 17, 2026 of CGMHI (and registrant’s guaranty with respect thereto) |
|
C/26 |
|
MTN, Series N, Floating Rate Notes Due Sept 2026 of CGMHI (and registrant’s guaranty) |
|
Stock Exchange |
|
|
|
|
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 15, 2028 of CGMHI (and registrant’s guaranty with respect thereto) |
|
C/28A |
|
MTN, Series N, Floating Rate Notes Due Sept 2028 of CGMHI (and registrant’s guaranty) |
|
Stock Exchange |
|
|
|
|
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due October 6, 2028 of CGMHI (and registrant’s guaranty with respect thereto) |
|
C/28B |
|
MTN, Series N, Floating Rate Notes Due Oct 2028 of CGMHI (and registrant’s guaranty) |
|
Stock Exchange |
|
|
|
|
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due March 21, 2029 of CGMHI (and registrant’s guaranty with respect thereto) |
|
C/29A |
|
MTN, Series N, Floating Rate Notes Due Mar 2029 of CGMHI (and registrant’s guaranty) |
|
Stock Exchange |
