8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Feb 12, 2025)

Filed February 12, 2025For Securities:CC-PNC-PR

Summary

Citigroup Inc. has filed an 8-K report detailing the establishment of a new series of preferred stock, the 6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF. This action was formalized through the filing of a Certificate of Designations with the Secretary of State of Delaware on February 11, 2025, which amended the company's Restated Certificate of Incorporation. This new preferred stock offering aims to enhance Citigroup's capital structure and may be viewed as a strategic move to manage its financial resources and investor base. The filing also includes several supporting exhibits related to this issuance, such as the Underwriting Agreement, the Certificate of Designations itself, a Deposit Agreement establishing depositary shares representing interests in the preferred stock, and a legal opinion. Investors should note the fixed rate of 6.950% and the noncumulative nature of the dividends associated with this new series. The specifics of these arrangements are detailed in the accompanying documents, providing a clear picture of the terms and conditions for this new class of stock.

Key Highlights

  • 1Citigroup Inc. has established a new series of preferred stock: 6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF.
  • 2The establishment of this new preferred stock series was accomplished by filing a Certificate of Designations with the Delaware Secretary of State on February 11, 2025.
  • 3This filing amends Citigroup's Restated Certificate of Incorporation.
  • 4The new preferred stock carries a fixed dividend rate of 6.950%.
  • 5The preferred stock is designated as 'Noncumulative', meaning missed dividend payments are not accumulated and do not need to be paid in the future.
  • 6The report includes an Underwriting Agreement, indicating an offering of depositary shares related to this preferred stock.
  • 7A Deposit Agreement has been established, detailing the terms for depositary shares, each representing a fraction of a share of the Series FF preferred stock.

Frequently Asked Questions