8-KFinancial EventsOther EventsExhibits & Filings

CITIGROUP INC 8-K Report, Material Impairment (Sep 24, 2025)

Filed September 24, 2025For Securities:CC-PNC-PR

Summary

Citigroup Inc. (Citi) has announced a significant divestiture and strategic partnership concerning its Mexican subsidiary, Grupo Financiero Banamex. Citi has agreed to sell a 25% equity stake in Banamex to CHPAF Holdings S.A.P.I de C.V., a company controlled by Fernando Chico Pardo and his family. This transaction is valued at approximately USD 2.3 billion, based on a fixed price-to-book multiple. The sale is expected to conclude in the second half of 2026, pending regulatory approvals in Mexico. Concurrently with this transaction, Citi has recognized a non-cash goodwill impairment charge of approximately USD 726 million related to the reporting unit that includes Banamex. This impairment is a result of the agreed-upon valuation in the transaction, indicating that the fair value of the reporting unit was deemed less than its carrying amount. The company states this impairment is capital neutral.

Key Highlights

  • 1Citi to sell 25% stake in Grupo Financiero Banamex (Banamex) for approximately USD 2.3 billion.
  • 2The buyer is CHPAF Holdings S.A.P.I de C.V., controlled by Fernando Chico Pardo and his family.
  • 3Transaction is based on a fixed price-to-book valuation of 0.80 times local GAAP book value.
  • 4Deal is subject to customary closing conditions, including Mexican regulatory approvals.
  • 5Expected closing for the transaction is the second half of 2026.
  • 6Citi incurred a non-cash goodwill impairment of USD 726 million related to this reporting unit.
  • 7The goodwill impairment is considered capital neutral to Citi.

Frequently Asked Questions

This transaction represents a partial divestiture of Citi's stake in Banamex and establishes a strategic relationship with Fernando Chico Pardo. Mr. Pardo will also assume the role of Chair of the Board of Directors of Banamex upon closing, signaling a shift in governance and potential future direction for the subsidiary.

Citigroup recorded a goodwill impairment of USD 726 million because, in connection with the agreed-upon sale price for the Banamex stake, the company determined that the fair value of the associated reporting unit was less than its carrying value. This is a non-cash accounting charge.

The transaction is expected to be completed in the second half of 2026, contingent upon satisfying customary closing conditions, including obtaining the necessary regulatory approvals in Mexico.

Citigroup stated that the goodwill impairment charge is capital neutral. The sale itself is expected to generate significant proceeds, which will impact the company's balance sheet, but the impairment charge itself is an accounting adjustment that does not affect capital ratios.