[S-8] Citigroup Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Citigroup Inc. ("C") filed a Form S-8 with the SEC on 18 June 2025 to register 30,000,000 additional shares of common stock for issuance under the Citigroup 2019 Stock Incentive Plan. Shareholders approved the plan amendment on 29 April 2025. This latest registration supplements six prior S-8 filings made between 2019 and 2024, bringing the cumulative total registered under the plan to 189,000,000 shares. The filing does not present financial results; it strictly covers the legal issuance of equity for employee and director compensation. Required exhibits include the amended plan, legal opinion, consents, and a calculation of the filing fee. The statement is signed by CFO Mark A. L. Mason and other key officers and directors.

Positive

• The filing authorizes 30 M additional shares, ensuring continued ability to use equity incentives for talent retention and performance alignment.

Negative

• Issuance of 30 M new shares will incrementally enlarge the share count, creating potential dilution for current shareholders as awards vest.

Insights

Financial Analyst

TL;DR: Routine S-8 adds 30 M shares for compensation; mild dilution risk, overall neutral.

The registration supplies fresh equity for incentive awards, a standard practice among large financial institutions. Because the shares were previously authorized by shareholders, the filing itself does not alter cash flow or capital structure today. However, once issued, these shares will marginally increase the float, modestly diluting existing holders. The absence of performance metrics or valuation data limits immediate market impact. Investors should monitor annual share-based compensation burn rates but need not adjust forecasts solely on this procedural filing.

Corporate Governance Expert

TL;DR: Governance compliant; shareholder-approved plan amendment now formally registered.

Citigroup followed best-practice governance by seeking shareholder approval before expanding the share pool. The S-8 filing therefore poses no procedural red flags. The board retains flexibility to grant equity while keeping compensation aligned with long-term performance metrics embedded in the 2019 plan. Existing investors should note potential dilution but can take comfort that issuance limits remain under explicit shareholder oversight.

As filed with the Securities and Exchange Commission on June 18, 2025

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CITIGROUP INC.

(Exact name of registrant as specified in its charter)

Delaware						52-1568099
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
388 Greenwich Street New York, NY						10013
(Address of Principal Executive Offices)						(Zip Code)

Citigroup 2019 Stock Incentive Plan

(Full title of the plan)

Brent McIntosh

Chief Legal Officer and Corporate Secretary

Citigroup Inc.

388 Greenwich Street

New York, NY 10013

(Name and address of agent for service)

(212) 559-1000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer

x

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

On April 29, 2025, stockholders of Citigroup Inc. (the “Registrant”) approved an amendment to the Citigroup 2019 Stock Incentive Plan (the “Plan”) that increased its share authorization by 30,000,000 shares of common stock, $0.01 par value per share. The shares registered on this Registration Statement are in addition to the 30,000,000 shares previously registered on a Registration Statement on Form S-8 filed in connection with the Plan on May 16, 2019 (File No. 333-231547), the additional 15,000,000 shares previously registered on a Registration Statement on Form S-8 filed on May 15, 2020 (File No. 333-238303) in connection with an amendment to the Plan approved by the Registrant’s stockholders on April 21, 2020, the additional 20,000,000 shares previously registered on a Registration Statement on Form S-8 filed on May 13, 2021 (File No. 333-256102) in connection with an amendment to the Plan approved by the Registrant’s stockholders on April 27, 2021, the additional 36,000,000 shares previously registered on a Registration Statement on Form S-8 filed on May 12, 2022 (File No. 333-264903) in connection with an amendment to the Plan approved by the Registrant’s shareholders on April 26, 2022, the additional 28,000,000 shares previously registered on a Registration Statement on Form S-8 filed June 8, 2023 (File No. 333-272533) in connection with an amendment to the Plan approved by the Registrant’s stockholders on April 25, 2023 and the additional 30,000,000 shares previously registered on a Registration Statement on Form S-8 filed on June 4, 2024 (File No. 333- 279945) in connection with an amendment to the Plan approved by the Registrant’s stockholders on April 30, 2024. In accordance with the requirements of General Instruction E to Form S-8, the contents of the earlier Registration Statements are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    Exhibits.

See Exhibit Index below.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 18, 2025.

CITIGROUP INC. (Registrant)
By:						/s/ MARK A. L. MASON
						Mark A. L. Mason Chief Financial Officer

2

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities on June 18, 2025.

Signature						Title
/s/ JANE FRASER						Chief Executive Officer and Director
Jane Fraser						(Principal Executive Officer)
/s/ MARK A. L. MASON						Chief Financial Officer
Mark A. L. Mason						(Principal Financial Officer)
/s/ NICOLE GILES						Controller and Chief Accounting Officer
Nicole Giles						(Principal Accounting Officer)
*						Director
Titi Cole
*						Director
Ellen M. Costello
*						Director
Grace E. Dailey
*						Director
John C. Dugan						(Chair)
*						Director
Duncan P. Hennes
*						Director
Peter B. Henry
*						Director
Renée J. James
*						Director
Gary M. Reiner
*						Director
Diana L. Taylor

3

			Signature						Title
			*						Director
			James S. Turley
			*						Director
			Casper W. von Koskull

			*By:						/s/ MARK A. L. MASON
									Mark A. L. Mason Attorney-in-Fact

4

EXHIBIT INDEX

Exhibit Number						Description of Exhibit
4.1						Citigroup 2019 Stock Incentive Plan (as amended and restated as of April 29, 2025), incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on April 29, 2025 (File No. 001-09924).
4.2*						Restated Certificate of Incorporation of Citigroup Inc., as amended, as in effect on the date hereof.
4.3						By-laws of Citigroup Inc., as amended, as in effect on the date hereof, incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 3, 2024 (File No. 001-09924).
5.1*						Opinion of Arthur Henry Kohn, with respect to the legality of the securities being registered
23.1*						Consent of Arthur Henry Kohn (included in the opinion filed as Exhibit 5.1)
23.2*						Consent of KPMG LLP
24.1*						Limited Power of Attorney of the Directors of the Registrant
107*						Calculation of Filing Fee Table

______________________

* Filed herewith.

5

FAQ

Why did Citigroup (C) file a Form S-8 on 18 June 2025?

To register 30,000,000 additional shares for issuance under the 2019 Stock Incentive Plan, following shareholder approval on 29 April 2025.

How many total shares are now registered under Citigroup’s 2019 Stock Incentive Plan?

Including this filing, the plan now covers 189,000,000 shares registered across seven Form S-8 filings since 2019.

Does the S-8 filing affect Citigroup’s earnings or cash flow?

No. The document is a registration statement; it contains no earnings data and does not directly impact cash flow.

What is the potential impact of the additional shares on existing Citigroup shareholders?

When the shares are issued and vest, they will modestly increase the share count, resulting in incremental dilution to current holders.

Were Citigroup shareholders consulted before the share pool increase?

Yes. The amendment adding 30 M shares was approved by shareholders at the 29 April 2025 annual meeting.