Citigroup (NYSE: C) plans 25% Banamex sale and books $726M charge

Rhea-AI Filing Summary

Citigroup Inc. plans to sell a 25% equity stake (about 520 million common shares) in Grupo Financiero Banamex to CHPAF Holdings, a company wholly owned by Fernando Chico Pardo and his family. The agreed price is 0.80 times Banamex’s local GAAP book value, implying estimated consideration of about MXN 42 billion (around USD 2.3 billion) at signing. The deal is subject to customary conditions and regulatory approvals in Mexico and is expected to close in the second half of 2026.

After closing, Fernando Chico Pardo will become Chair of Banamex’s Board, while Ignacio Deschamps remains Chair of Banco Nacional de México and Manuel Romo remains Banamex CEO. Citigroup also recorded a non-cash goodwill impairment of approximately USD 726 million in All Other—Legacy Franchises, classified within Other operating expenses, which it states is capital neutral.

Insights

Banking sector and capital structure analyst

Citi monetizes part of Banamex and takes a capital-neutral goodwill hit.

Citigroup is crystallizing value from its Mexican franchise by agreeing to sell 25% of Banamex to CHPAF Holdings, owned by Fernando Chico Pardo and his family, for an estimated MXN 42 billion (about USD 2.3 billion) based on a 0.80x local GAAP price-to-book multiple. This begins a strategic relationship in which Chico Pardo will become Chair of Banamex’s Board, while existing leadership at Banco Nacional de México and Banamex remains in place.

Separately, Citi recognized a non-cash goodwill impairment of about USD 726 million in its All Other—Legacy Franchises segment, within Other operating expenses. Management characterizes this charge as capital neutral, meaning it does not reduce regulatory capital ratios even though it lowers reported earnings for the period.

The impairment follows a quantitative test indicating the reporting unit’s fair value is now below its carrying value after agreeing the bid with Chico Pardo. Future developments will hinge on completion of the transaction in the second half of 2026 and on obtaining required Mexican regulatory approvals described in the agreement.

8-K Event Classification

3 items: 2.06, 8.01, 9.01

3 items

Item 2.06 Material Impairments Financial

The company concluded that a material charge for impairment of assets (goodwill, intangibles, etc.) is required.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) September 24, 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 99.1

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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

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.

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Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit Number		​
99.1	​	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: September 24, 2025	​	​
​	By:	/s/ Nicole Giles
​	​	Nicole Giles
​	​	Controller and Chief Accounting Officer
​	​	(Principal Accounting Officer)

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FAQ

What transaction did Citigroup (C) announce involving Banamex?

Citigroup agreed to sell a 25% equity stake (about 520 million common shares) in Grupo Financiero Banamex to CHPAF Holdings, owned by Fernando Chico Pardo and his family.

How much will Citigroup receive for the 25% Banamex stake?

The stake is priced at 0.80 times local GAAP book value, implying estimated sales consideration of approximately MXN 42 billion (around USD 2.3 billion) at signing.

When is Citigroups Banamex transaction expected to close?

The transaction is subject to customary conditions and regulatory approvals in Mexico and is expected to be completed in the second half of 2026.

What leadership changes at Banamex are tied to this deal?

Upon closing, Fernando Chico Pardo will become Chair of Banamexs Board. Ignacio Deschamps will remain Chair of Banco Nacional de Mdexico, and Manuel Romo will remain Chief Executive Officer of Banamex.

What goodwill impairment did Citigroup record in connection with Banamex?

On September 24, 2025, Citigroup incurred a non-cash goodwill impairment of approximately USD 726 million within Other operating expenses in the All OtherLegacy Franchises reporting unit.

Is Citigroups USD 726 million goodwill impairment capital neutral?

Yes. Citigroup states that the approximately USD 726 million non-cash goodwill impairment is capital neutral to Citi.

What factors could affect completion of Citigroups Banamex stake sale?

Completion depends on satisfying customary closing conditions, including required regulatory approvals in Mexico, and may be influenced by macroeconomic, political, regulatory, tax, labor, and social conditions in Mexico.