Citigroup Inc. Reports Amendment for New Preferred Stock Series

Summary

Citigroup Inc. filed a Certificate of Designations on February 11, 2026, establishing a new series of preferred stock, the 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ. This filing amended the company's Restated Certificate of Incorporation and was effective immediately. The company is offering 1,000,000 depositary shares, each representing a 1/25th interest in a share of the Series JJ Preferred Stock (via Ex. 5.1). These depositary shares represent an aggregate of 40,000 shares of the Preferred Stock, with a par value of $1.00 and a $25,000 liquidation preference per share (via Ex. 5.1). A Deposit Agreement was dated February 12, 2026, with Computershare Inc. and Computershare Trust Company, N.A. as depositary (via Ex. 4.1).

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Key Quote

“e Reset Noncumulative Preferred Stock, Series JJ. The Certificate of Designations amended Citigroup's Restated Certificate of Incorporation, as amended, and was effective immediately on filing.”

— From Item 5.03

Filing Details