8-K - Citigroup Inc. | StockGist

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Citigroup Inc. filed a Certificate of Designations for its new 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ, and entered into an Underwriting Agreement for the sale of 1,000,000 Depositary Shares representing a 1/25th interest in the preferred stock. The offering raised approximately $985 million in gross proceeds.

Key Takeaways

1Citigroup filed a Certificate of Designations on February 11, 2026, establishing the 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ.

2The company agreed to sell 1,000,000 Depositary Shares at a purchase price of $985 per share, representing an aggregate liquidation preference of $1 billion.

3The preferred stock has a liquidation preference of $25,000 per share and pays noncumulative dividends at a fixed rate of 6.500% until May 15, 2031.

4The offering is expected to close on February 12, 2026, with Citigroup Global Markets Inc. acting as the representative for the underwriters.

5The preferred stock ranks junior to the company's depositors and other creditors and is redeemable at the company's option beginning on the First Reset Date in 2031.

Current Report Details

Event Type

Charter Amendment

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) On February 11, 2026, Citigroup Inc. filed a Certificate of Designations with the

Charter Amendment

9.01

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, dated February 5, 2026, among Citigroup Inc. and the underw

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Underwriting Agreement
Parties: Citigroup Inc., Citigroup Global Markets Inc., Other Underwriters named in Schedule I

•Agreement dated February 5, 2026.
•Sale of 1,000,000 Depositary Shares.
•Purchase price of $985 per Security.
•Closing Date scheduled for February 12, 2026.
•Depositary Shares represent a 1/25th interest in a share of 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ.

Debt / Financing

Instrument: Preferred Stock
Principal: 1000000000
Rate: 6.500% Fixed Rate until May 15, 2031; thereafter Five-Year Treasury Rate plus 2.745%
Maturity: Perpetual
Use of Proceeds: General corporate purposes

Exhibits (6)

1.1

EX-1.1

3.1

EX-3.1

4.1

EX-4.1

5.1

EX-5.1

8-K

99.1

EX-99.1