Every 8-K that Citigroup Inc (C) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow C and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full C filings page.
Citigroup Inc. reported strong second-quarter 2026 results, with net income of $5.8 billion, or $3.15 per diluted share, on revenue of $24.8 billion, up 14% from a year earlier. Net income rose 45%, driven by higher revenues across all five core businesses and Legacy Franchises and a lower provision for credit losses, partly offset by higher expenses.
Services, Markets, Banking, Wealth and U.S. Consumer Cards all delivered double-digit year-over-year revenue growth, while company-wide loans grew 9% and deposits 10%. Book value per share increased to $114.74 and tangible book value per share to $100.89. Citigroup ended the quarter with a Common Equity Tier 1 ratio of 12.8% and a Supplementary Leverage Ratio of 5.2%. The company returned approximately $5.0 billion to common shareholders via repurchases and dividends, recorded a payout ratio of 92%, launched a $30 billion buyback plan, and expects to raise its planned dividend by 12%.
Citigroup Inc. reported results of its 2026 annual meeting of stockholders and an update to its equity compensation plan. Stockholders approved an amendment to the Citigroup 2019 Stock Incentive Plan, increasing the authorized number of shares available for grant under the plan by 20 million shares.
All director nominees received strong support, with most receiving over 1.2 billion votes "for." Stockholders ratified the selection of KPMG LLP as Citigroup’s independent registered public accounting firm for 2026, with 1,329,245,593 votes for and 101,802,338 against.
In the advisory vote on 2025 executive compensation, 763,510,695 votes were cast in favor, 500,692,745 against and 4,275,457 abstained, alongside 162,993,405 broker non-votes. Stockholders also approved additional shares for the 2019 Stock Incentive Plan, with 879,545,713 votes for and 385,218,178 against.
Citigroup Inc. reported first-quarter 2026 net income of $5.8 billion, or $3.06 per diluted share, on revenues of $24.6 billion. Revenue rose 14% and net income increased 42% from a year earlier, driven by growth in all five core businesses and Legacy Franchises.
Services revenue grew 17%, Markets revenue reached $7.2 billion (up 19%), Banking revenue rose 15%, Wealth gained 11%, and U.S. Consumer Cards increased 4%. Return on tangible common equity improved to 13.1%, while the efficiency ratio strengthened to 58.1%.
Citigroup’s Common Equity Tier 1 capital ratio was 12.7% and its Supplementary Leverage Ratio was 5.2%. The company returned about $7.4 billion to common shareholders through share repurchases and dividends, implying a 134% payout ratio, while loans and deposits each grew around 8–11% year over year.
Citigroup Inc. is furnishing a Historical Quarterly Financial Data Supplement to align past results with first quarter 2026 reporting changes ahead of earnings materials on April 14, 2026. The data recasts five years of quarterly and annual results through December 31, 2025.
Citi transferred its Retail Banking business from U.S. Personal Banking to the Wealth segment and created a separate U.S. Consumer Cards segment. It also updated its tangible common equity (TCE) allocation among Services, Markets and Banking and moved certain interest rate risk-management activities from Markets to Corporate/Other, without changing consolidated results or total TCE.
The supplement shows that for 2025 Citi generated total revenues of $85,225 million and net income of $14,306 million. At year-end 2025, the Common Equity Tier 1 capital ratio was 13.63%, total assets were $2,657.2 billion, the efficiency ratio was 64.7%, and return on tangible common equity was 7.7%.
Citigroup Inc. filed an 8-K detailing 2025 incentive compensation awarded to CEO Jane Fraser for 2025 performance. Her total 2025 compensation is $42 million, including a flat base salary of $1.5 million and a total incentive award of $40.5 million.
The incentive award is split into a $6.075 million cash incentive (15%), $14.175 million in deferred stock (35%) that vests ratably over four years subject to performance conditions, and $20.25 million in performance share units (50%) that vest based on tangible book value per share over three years and weighted average return on tangible common equity.
The number of deferred stock shares and target PSUs was calculated using an average Citi common stock price of $120.356 over the five business days before the February 11, 2026 grant date. Citigroup highlights record revenue across its five businesses in 2025, positive operating leverage in each, leading stock price performance versus industry peers over one- and three-year periods, and progress on its transformation programs as factors in the award.
Citigroup Inc. filed an 8-K after establishing a new series of preferred stock. On February 11, 2026, the company filed a Certificate of Designations in Delaware for its 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ, which became effective immediately.
The filing notes an underwriting agreement dated February 5, 2026 covering depositary shares, each representing a 1/25th interest in a share of the new Series JJ preferred stock. Citigroup also entered into a deposit agreement on February 12, 2026 with Computershare entities as depositary, registrar and transfer agent, and provided a legal opinion from Skadden, Arps. An exhibit lists Citigroup securities registered on the New York Stock Exchange, including common stock, various preferred and trust preferred securities, and medium-term senior notes.
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.
Citigroup Inc. filed a current report to disclose that it has announced its results for the quarter and year ended December 31, 2025. The company is providing full details through a press release, which is included as Exhibit 99.1, and a Quarterly Financial Data Supplement, included as Exhibit 99.2.
The press release contains CEO commentary and comprehensive financial information, while the data supplement offers more detailed quantitative data. The filing also references Exhibit 99.3, which lists Citigroup’s securities registered under Section 12(b) of the Exchange Act, helping readers understand the company’s listed securities as of the filing date.
Citigroup Inc. filed a current report to document several updates to its long‑standing debt indenture arrangements. On January 9, 2026, the company entered into multiple supplemental indentures with The Bank of New York Mellon, acting as trustee, linked to base indentures originally dated 1987, 1996, 2004 and 2005, as well as a 2016 indenture involving Citigroup Global Markets Holdings Inc.
The report also includes an exhibit listing Citigroup securities registered under Section 12(b) of the Securities Exchange Act of 1934 as of the filing date. These actions are presented through filed exhibits and reflect technical updates to existing financing documents rather than a new financing transaction.
Citigroup Inc. reported that its Board of Directors has approved a plan to sell AO Citibank, which holds Citi’s remaining business operations in Russia. These activities are currently reported within Services, Markets, Banking and All Other—Legacy Franchises. The company notes that the sale process involves significant complexities and execution challenges, including ongoing negotiations with a potential buyer, the need to sign a sale agreement and obtain required regulatory approvals. Citigroup highlights that outcomes may differ from current expectations and directs readers to its recent quarterly report for more detail on its Russia-related risk.
Citigroup Inc. has created a new preferred stock series as part of its capital structure. On December 9, 2025, the company filed a Certificate of Designations in Delaware to establish its 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH, which became effective immediately upon filing. The company is also offering Depositary Shares, with each Depositary Share representing a 1/25th interest in a share of the Series HH preferred stock, under an underwriting agreement dated December 3, 2025. Related agreements, including the deposit agreement and a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP, are filed as exhibits and govern how the new preferred shares and Depositary Shares will be issued and administered.
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.
Citigroup Inc. (C) disclosed a one-time equity award to CEO Jane Fraser, comprising Restricted Stock Units with a grant-date value of $25 million and 1.055 million Citigroup stock options. The RSUs and options vest and become exercisable on a pro‑rata basis following the third, fourth, and fifth anniversaries of the grant date, with the exercise price set by the closing share price on the grant date and vesting conditioned on continued employment.
The award is subject to standard forfeiture and clawback provisions and Citi’s Stock Ownership Commitment, requiring Ms. Fraser to retain 75% of net vested shares while serving as an executive officer or director, and 50% for one year after executive officer service ends. Citi also filed a press release noting Ms. Fraser’s appointment as Chair of the Board and John Dugan as Lead Director.
Citigroup Inc. reported its results for the quarter ended September 30, 2025 and provided related materials. The company filed a press release as Exhibit 99.1, with the quotation under “CEO Commentary” not deemed “filed,” while the remainder of Exhibit 99.1 is deemed “filed.”
Citigroup also furnished a Quarterly Financial Data Supplement as Exhibit 99.2 and listed securities registered under Section 12(b) as of the filing date in Exhibit 99.3.
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.
Citigroup Inc. filed a Form 8-K to disclose a board change effective June 16, 2025. The Board elected Jonathan Moulds—currently Chair of Citigroup Global Markets Limited and former COO of Barclays PLC—to serve as an independent director. He will join the Board’s Risk Management Committee and Transformation Oversight Committee. The filing confirms no family relationships, related-party transactions, or selection arrangements. Mr. Moulds will receive standard non-employee director compensation as outlined in Citigroup’s March 18, 2025 proxy statement. A press release announcing the appointment is furnished as Exhibit 99.1, and updated listings of securities registered under Section 12(b) are provided in Exhibit 99.2.