CITIGROUP INC 8-K

What Happened
Citigroup Inc. announced on Feb 2, 2026 that it filed a Certificate of Designations (effective on filing) creating a new 6.250% Noncumulative Preferred Stock, Series II. The company has an underwriting agreement (dated Jan 27, 2026) and a deposit agreement (dated Feb 3, 2026) related to the offer and sale of depositary shares representing interests in that preferred stock.

Key Details

• Certificate of Designations filed with Delaware Secretary of State on Feb 2, 2026 and effective immediately.
• Dividend rate set at 6.250% for the Noncumulative Preferred Stock, Series II.
• Offer structured as depositary shares, each representing a 1/1,000th interest in one share of the Series II preferred.
• Underwriting agreement dated Jan 27, 2026 and deposit agreement dated Feb 3, 2026 govern the offering and custody/registration of the depositary shares.

Why It Matters
This filing creates a new fixed‑rate preferred security that Citigroup intends to offer to investors via depositary shares. For investors, the security provides a stated 6.250% dividend yield and is noncumulative (missed dividends are not carried forward). For Citigroup, the issuance affects its capital structure and funding mix by adding preferred capital; details such as offering size and timing will be determined in the offering documents and prospectus supplements.