CITIGROUP INC.
Current Report on Form 8-K
Item 2.06 Material Impairments and Item 8.01 Other Events.
On September 24, 2025, Citigroup Inc. (Citi) announced that CHPAF Holdings S.A.P.I de C.V., a company wholly-owned by Fernando Chico Pardo and members of his immediate family, has agreed to purchase from Citi an equity stake in Grupo Financiero Banamex, S.A. de C.V. (Banamex) (the Transaction).
Under the Transaction, Fernando Chico Pardo will acquire 25% (approximately 520 million shares) of Banamex’s outstanding common shares (the Shares) at a fixed price-to-book value of 0.80 times the local GAAP book value of the Shares at closing. At signing, this implies a total estimated sales consideration of approximately MXN 42 billion (approximately USD 2.3 billion). The Transaction is subject to customary closing conditions, including regulatory approvals in Mexico, and is expected to be completed in the second half of 2026.
The Transaction represents the beginning of a strategic relationship with Fernando Chico Pardo. Accordingly, upon closing of the Transaction, Fernando Chico Pardo will be appointed as Chair of the Board of Directors of Banamex. Ignacio (Nacho) Deschamps will remain as Chair of the Board of Directors of Banco Nacional de México, S.A. Manuel Romo will remain as Chief Executive Officer of Banamex.
On September 24, 2025, Citi incurred a non-cash goodwill impairment of approximately USD 726 million within Other operating expenses on the applicable reporting unit within All Other—Legacy Franchises. The goodwill impairment is capital neutral to Citi. Citi concluded, in connection with the agreed-upon bid received from Fernando Chico Pardo, that the fair value of the reporting unit was less than its carrying value, based on a quantitative test.
Forward Looking Statements
Certain statements in this report are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. These statements are not guarantees of future results or occurrences. Actual results and capital and other financial conditions may differ materially from those included in these statements due to a variety of factors. These factors include, among others, (i) macroeconomic and local market conditions, including those related to the banking sector; (ii) satisfaction of the closing conditions to the Transaction, including required regulatory approvals; (iii) political, legislative, regulatory, labor, tax or social conditions in Mexico; and (iv) the precautionary statements included in this report. These factors also consist of those contained in Citi’s filings with the U.S. Securities and Exchange Commission, including, without limitation, the “Risk Factors” section of Citi’s 2024 Form 10-K. Any forward-looking statements made by or on behalf of Citi speak only as to the date they are made, and Citi does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.
