8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Mar 7, 2023)

Filed March 7, 2023For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) has filed an 8-K report detailing the establishment of a new series of preferred stock, the 7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z. This filing, effective March 6, 2023, introduces a new class of preferred shares with specific dividend rates and reset mechanisms, impacting the company's capital structure. The report also includes several exhibits related to this new preferred stock issuance, including the Underwriting Agreement, the Certificate of Designations, and the Deposit Agreement. These documents provide crucial details for investors regarding the terms, conditions, and associated agreements for this preferred stock, which is offered through depositary shares. Investors should review these exhibits to understand the implications for dividend payments, redemption features, and the rights associated with this new series.

Key Highlights

  • 1Citigroup Inc. has established a new series of preferred stock: 7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z.
  • 2The Certificate of Designations, which outlines the terms of this new preferred stock, was filed with the Secretary of State of Delaware on March 6, 2023.
  • 3This new preferred stock is being offered through depositary shares, with each depositary share representing a 1/25th interest in a share of the preferred stock.
  • 4Key agreements filed as exhibits include the Underwriting Agreement, the Certificate of Designations, and the Deposit Agreement, providing detailed terms and conditions.
  • 5The preferred stock is designated as 'Fixed Rate Reset Noncumulative,' indicating its dividend rate is fixed for an initial period and then subject to reset, and dividends are noncumulative.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about the establishment of a new series of preferred stock by Citigroup Inc., namely the 7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z, and to provide the associated legal documentation.

The stock features a fixed dividend rate of 7.375% that is subject to reset at a future date. The 'Noncumulative' designation means that any missed dividend payments are not carried forward and will not be paid at a later date.

The preferred stock is being offered in the form of depositary shares, where each depositary share represents a fraction (1/25th) of a share of the actual preferred stock.

Investors can find detailed information in the exhibits filed with this 8-K report, specifically the Certificate of Designations (Exhibit 3.1) and the Underwriting Agreement (Exhibit 1.1), which outline the stock's terms, rights, and offering details.