CITIGROUP INC

0000831001 false 0000831001 2026-10-21 2026-10-21 0000831001 us-gaap:CommonStockMember 2026-10-13 2026-10-13 0000831001 c:SeriesNMediumTermSeniorNotesDueSept2028Member 2026-10-13 2026-10-13 0000831001 c:SeriesNMediumTermSeniorNotesDueSept2026Member 2026-10-13 2026-10-13 0000831001 c:SeriesNMediumTermSeniorNotesDueOct2028Member 2026-10-13 2026-10-13 0000831001 c:SeriesNMediumTermSeniorNotesDueApr2028Member 2026-10-13 2026-10-13 0000831001 c:SeriesIiPreferredStockMember 2026-10-13 2026-10-13 0000831001 c:CitigroupCapitalXiiiMember 2026-10-13 2026-10-13 0000831001 c:CitigroupCapitalIiiMember 2026-10-13 2026-10-13 ​ ​ 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) October 21, 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 Street , New York , New York (Address of principal executive offices) ​ 10013 (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 99.2 ​ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. ​ On October 21, 2026, the Board of Directors (the Board) of Citigroup Inc. (Citigroup) elected James Flanagan as a director of Citigroup and appointed him to the Board’s Audit Committee. He will also be appointed a Board member of Citibank, N.A. Mr. Flanagan served in various roles at PricewaterhouseCoopers LLP, including serving as Chief Operating Officer and Vice Chairman from 2014 to 2021. ​ The Board determined that Mr. Flanagan is independent in accordance with the director independence standards established under Citigroup’s Corporate Governance Guidelines, which are intended to comply with the New York Stock Exchange corporate governance rules, and other applicable laws, rules, and regulations. There are no family relationships between Mr. Flanagan and any officer or other director of Citigroup or any related party transactions involving Mr. Flanagan and Citigroup. There is no arrangement or understanding between Mr. Flanagan and any other person pursuant to which he was selected as a director. ​ Mr. Flanagan will receive compensation as a non-employee director in accordance with Citigroup’s non-employee director compensation practices described in “Proposal 1: Election of Directors – Directors’ Compensation” of Citigroup’s Annual Proxy Statement filed with the U.S. Securities and Exchange Commission on April 2, 2026. ​ A copy of Citigroup’s press release relating to the election of Mr. Flanagan as a director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. ​ Item 9.01 Financial Statements and Exhibits. ​ (d) Exhibits ​ Exhibit Number ​ ​ ​ ​ ​ ​ ​ 99.1 ​ Citigroup Inc. Press Release dated October 21, 2026. ​ ​ ​ 99.2 ​ 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. ​ ​ ​ 2 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. ​ ​ ​ CITIGROUP INC. ​ ​ ​ Dated: October 22, 2026 ​ ​ ​ By: /s/ Brent J. McIntosh ​ ​ Brent J. McIntosh ​ ​ Chief Legal Officer & Corporate Secretary ​ 3