Welcome to our dedicated page for Citigroup SEC filings (Ticker: C), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Citigroup Inc. filings document the regulatory record of a global financial institution with common stock, preferred stock, medium-term senior notes and other registered securities. Form 8-K reports cover quarterly and annual results, financial data supplements, Regulation FD materials, registered-security schedules and exhibits tied to debt and preferred stock instruments.
The company’s SEC record also includes proxy disclosures on board governance, shareholder voting matters and executive compensation. Other filings document amendments to the certificate of incorporation through preferred stock designations, underwriting agreements, supplemental indentures and segment-reporting changes affecting Wealth, U.S. Personal Banking, Services, Markets and Banking.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked securities tied to the worst performing of the Russell 2000® Index and the S&P 500® Index, maturing on June 2, 2027.
Each $1,000 security may pay a contingent coupon of at least 0.88% per period (at least 10.56% per annum) if, on the relevant valuation date, the worst performing index is at or above 75% of its initial level. If it is below that barrier, no coupon is paid for that period.
At maturity, if not previously called and the worst index is at or above 75% of its initial level, investors receive $1,000 per security plus any final coupon. If it is below 75%, repayment is reduced one-for-one with the index loss, down to possible total loss of principal.
The issuer may redeem the notes early on specified dates at $1,000 per security plus any due coupon. The securities will not be listed on any exchange, are subject to the credit risk of both issuing entities, include complex tax treatment, and expose investors to small-cap and large-cap U.S. equity index risks.
A holder of Citigroup (C) common stock filed a Rule 144 notice to sell 19,974 shares. The planned sale has an aggregate market value of $2,297,523.33, to be executed through Citigroup Global Markets Inc. on the NYSE, with an approximate sale date of 02/12/2026.
The securities are part of Citigroup common stock, with 1,789,266,159 shares outstanding. The 19,974 shares were acquired from the issuer on 01/20/2026 as compensation for services rendered, vesting and paid on the same date.
Citigroup Chair & CEO Jane Fraser acquired 117,775.6 shares of Citigroup common stock on February 11, 2026 through a stock award at $0 per share. The award consists of deferred stock granted under Citigroup’s 2019 Stock Incentive Plan.
The deferred stock vests in four equal annual installments beginning on January 20, 2027, and none of the award is eligible for immediate sale. Following this grant, Fraser beneficially owns 935,831.31 shares of Citigroup common stock held directly.
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.
An affiliate of the issuer has filed a notice under Rule 144 indicating an intention to sell 29,754 shares of common stock through Citigroup Global Markets Inc. on or around 02/12/2026 on the NYSE, with an aggregate market value of $3488945.11. The filing notes that these shares were acquired from the issuer on 01/20/2026 as compensation for services rendered, with that same date as the vesting and payment date. The filer represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.
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 Global Markets Holdings Inc. is offering market-linked, auto-callable securities tied to the iShares Silver Trust with a stated principal of $1,000 per security and a total public offering price of $830,000.
The securities were priced on February 10, 2026, issued on February 13, 2026, carry a 150% participation rate, a call premium of 46.25%, a starting value of $73.41, and an 80% threshold value of $58.728. The first call (a calculation day) is February 16, 2027 with maturity on February 15, 2029.
Payments depend on the underlying closing values on specified calculation days: if automatically called you receive principal plus the fixed call premium; if not called, maturity payments provide leveraged upside (at the participation rate) above the starting value but expose holders 1-for-1 to declines below the threshold, including potential loss of principal.
Citigroup Inc. is offering unsecured Callable Fixed Rate Notes due February 13, 2029, with a stated principal amount of $1,000 per note and a fixed annual interest rate of 4.00%. Interest is paid semi-annually each February 13 and August 13 on a 30/360 day-count basis.
Beginning February 13, 2027, Citigroup may redeem the notes in whole on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are intended to qualify as total loss-absorbing capacity, so in a Citigroup bankruptcy, holders rank behind Citigroup’s shareholders but share losses with other unsecured creditors.
Any wholly owned subsidiary may assume the obligations as a successor issuer, with Citigroup guaranteeing payments, which can change default and covenant protections. The notes will not be listed on any exchange. CGMI acts as underwriter and receives an underwriting fee of up to $6.00 per note.
Citigroup Global Markets Holdings Inc. is offering buffer securities linked to the S&P 500® Index with a $1,000 stated principal amount per security. The securities have an issue date of March 4, 2026, a valuation date of March 1, 2027 and a maturity date of March 4, 2027. The securities provide 100.00% upside participation up to a maximum return at maturity (at least $88.00, or 8.80%) and a 20.00% buffer against losses; losses beyond the buffer result in a 1:1 loss of principal for each percentage point below the buffer. The estimated value on the pricing date is expected to be at least $940.00 per security; the issue price will include underwriting, hedging and other costs. All payments are subject to the credit risk of the issuer and guarantor, Citigroup Inc.
Citigroup Global Markets Holdings Inc. is offering autocallable contingent coupon equity‑linked securities guaranteed by Citigroup Inc. Each $1,000 security, priced at $1,000 on a February 10, 2026 pricing date and issued on February 13, 2026, matures on February 16, 2027.
The securities pay a contingent coupon of 2.80% per valuation (equivalent to 11.20% annualized) only if the worst performing underlying (the Russell 2000® or the S&P 500®) on a valuation date is at or above its coupon barrier (70% of initial value). Valuation dates occur on May 11, 2026, August 10, 2026, November 10, 2026 and February 10, 2027.
The notes feature potential automatic early redemption if the worst performing underlying is at or above its initial value on a potential autocall date. A knock‑in at 70% during the observation period exposes holders to full downside at maturity; principal can be partially or fully lost. The estimated value on the pricing date was $986.70 per security.