8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Mar 6, 2024)

Filed March 6, 2024For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) has filed a Current Report (8-K) on March 5, 2024, primarily detailing the establishment of a new series of preferred stock. This filing announces the creation of the "7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB." This action amends the company's Restated Certificate of Incorporation and is effective immediately upon filing. The issuance of this preferred stock is a significant capital management decision that could impact the company's financial structure and leverage. This new preferred stock series has a fixed rate reset feature and is noncumulative, meaning dividends are not carried forward if not declared. Investors should note that this filing pertains to the authorization and designation of this new stock, not necessarily its immediate issuance or sale, although related exhibits suggest an offering is underway. The details of the underwriting agreement and deposit agreement provide further context for potential investors in this new preferred stock offering.

Key Highlights

  • 1Citigroup Inc. has established a new series of preferred stock: 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB.
  • 2The Certificate of Designations for this new preferred stock was filed with the Delaware Secretary of State on March 5, 2024.
  • 3This filing amends Citigroup's Restated Certificate of Incorporation.
  • 4The new preferred stock features a 7.200% fixed rate that is subject to reset.
  • 5The preferred stock is designated as 'Noncumulative', meaning missed dividend payments are not carried forward.
  • 6An Underwriting Agreement and a Deposit Agreement related to the offering of Depositary Shares representing interests in this preferred stock are listed as exhibits.
  • 7The filing does not indicate a change in fiscal year or any other material corporate event beyond the preferred stock designation.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the establishment and designation of a new series of preferred stock by Citigroup Inc., named the 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB.

The new preferred stock, Series BB, has a 7.200% fixed dividend rate that is subject to reset at a future date. It is also 'Noncumulative,' meaning that if Citigroup does not declare a dividend in a particular period, that dividend is forfeited and not accumulated for future payment.

This filing officially designates the terms and rights of the new preferred stock series. While related exhibits like the Underwriting Agreement and Deposit Agreement suggest an offering is planned or underway, this specific 8-K filing focuses on the authorization and designation of the stock itself.

The 'Fixed Rate Reset' means the dividend rate will change after a certain period, potentially increasing or decreasing based on market conditions or a predetermined formula. 'Noncumulative' means investors could miss out on dividend payments if the company chooses not to declare them, and those missed payments will not be paid later.