8-K

Dated February 3, 2026

CITIGROUP INC.

/s/ Karen Wang

Karen Wang

Assistant Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February

3, 2026 (February 2, 2026)

Citigroup Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-9924	52-1568099
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


388 Greenwich, New York, New York		10013
(Address of principal executive offices)		(Zip Code)

(212)

559-1000

(Registrant’s telephone number, including area code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.1.

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).

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 13(a) of the Exchange Act. ☐

CITIGROUP INC.

Current Report on Form

8-K

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On February 2, 2026, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 6.250% Noncumulative Preferred Stock, Series II. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.

A copy of the Certificate of Designations is being filed as an exhibit to this Form

8-K

and is incorporated herein by reference in its entirety.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description

1.1		Underwriting Agreement, dated January 27, 2026, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/1,000th interest in a share of 6.250% Noncumulative Preferred Stock, Series II, of Citigroup Inc.

3.1		Certificate of Designations of 6.250% Noncumulative Preferred Stock, Series II, of Citigroup Inc.

4.1		Deposit Agreement, dated February 3, 2026 among Citigroup Inc., Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally charted national association, jointly as Depositary, Computershare Trust Company N.A., as Registrar and Transfer Agent, and all holders from time to time of Receipts, Depositary Shares and the related 6.250% Noncumulative Preferred Stock, Series II of Citigroup Inc.

5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

99.1		Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date

104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

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.