CITIGROUP INC 8-K

What Happened
Citigroup Inc. announced that on February 11, 2026 it filed a Certificate of Designations with the Delaware Secretary of State establishing a new series of preferred stock: 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ. The Certificate amends Citigroup’s Restated Certificate of Incorporation and became effective immediately upon filing. The company is offering depositary shares representing fractional interests in these preferred shares.

Key Details

• Certificate filed and effective: February 11, 2026; amends the Restated Certificate of Incorporation.
• New security: 6.500% Fixed Rate Reset Noncumulative Preferred Stock, designated as Series JJ.
• Offer structure: Depositary shares will be issued, each representing a 1/25th interest in one Series JJ preferred share; an underwriting agreement related to the offer is dated February 5, 2026.
• Deposit arrangement: A Deposit Agreement dated February 12, 2026 names Computershare entities as depositary, registrar and transfer agent.

Why It Matters
This filing creates a new preferred-stock instrument that will sit above common equity in the capital structure and pay a stated dividend (6.50% initially). Because the stock is noncumulative, Citigroup is not required to make up missed dividends in the future. The “fixed rate reset” feature means the dividend rate is structured to reset according to the terms of the series at specified future dates. Depositary shares make the preferred easier for investors to buy and trade in smaller fractional interests. Investors should review the offering and depositary documents (and any prospectus) for details on size, listing, dividend-payment mechanics, reset terms, and tax treatment.