01—Abstract
Summary
Summary of the 8-K filed December 10, 2025. Cited figures are marked; the original filing is the authoritative source.
Citigroup Inc. (C) filed an 8-K on December 10, 2025 disclosing the issuance of a new series of perpetual preferred stock, the 6.625%a Fixed Rate Reset Noncumulative Preferred Stock, Series HH.
On December 9, 2025, the company filed a Certificate of Designations with the Delaware Secretary of State establishing the terms of the series, which amended its Restated Certificate of Incorporation and took effect immediately upon filing. The filing is primarily administrative: it formalizes the security's rights and preferences and attaches the underwriting agreement (dated December 3, 2025), the deposit agreement (dated December 10, 2025, with Computershare as depositary and transfer agent), and a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP. The depositary share structure is notable for investors.
Each depositary share represents a 1/25th interest in a share of Series HH preferred, which lowers the per-unit price so that retail investors can buy in smaller denominations. The 'Noncumulative' designation means unpaid dividends do not accrue and are lost if not declared, so these shares carry more income risk than cumulative preferreds. The 'Fixed Rate Reset' feature implies a 6.625%b fixed dividend for an initial period, after which the rate resets to a new level tied to a benchmark spread, subject to the terms in the Certificate of Designations (Exhibit 3.1), which should be reviewed for the exact reset date and formula.
The 8-K also lists Citigroup's securities registered under Section 12(b), including common stock (NYSE: C), various trust preferred securities, and several Series N floating rate medium-term notes issued by Citigroup Global Markets Holdings Inc. and guaranteed by the parent. This filing does not disclose new earnings, financial results, or changes to operations, so its market impact is expected to be limited to the capital structure and the pricing of the new preferred issuance.
02—Key points
Key Highlights
- Citigroup filed a Certificate of Designations on December 9, 2025 creating a new series of preferred stock, 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH, effective immediately upon filing.
- Each depositary share represents a 1/25th interest in one Series HH preferred share, giving retail investors a lower-denomination entry point.
- The preferred is noncumulative, meaning skipped dividends do not accrue and are never paid, which increases income risk compared with cumulative preferred stock.
- The fixed-rate-reset structure pays 6.625% initially, then resets to a new rate based on a benchmark plus spread, affecting long-term yield and interest-rate sensitivity.
- The underwriting agreement is dated December 3, 2025, and the deposit agreement with Computershare is dated December 10, 2025, indicating the offering was priced and closed in early December.
- The filing is largely administrative and contains no new financial results, guidance, or operational changes.
- Citigroup's securities registered under Section 12(b) remain unchanged in the filing, including common stock (C) on the NYSE and multiple Series N floating rate notes guaranteed by the parent.
03—Questions
Frequently Asked Questions
What did Citigroup issue in this filing?
Citigroup created a new class of preferred stock, the 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH, by filing a Certificate of Designations with Delaware on December 9, 2025. The shares are offered as depositary shares, each representing a 1/25th interest in one preferred share.
What does 'noncumulative' mean for investors?
If Citigroup's board does not declare a dividend on the Series HH preferred for a period, that dividend is not accrued or paid later. Investors lose that income, so noncumulative preferreds carry more income risk than cumulative preferreds.
What is the fixed rate reset feature?
The shares pay a fixed 6.625% dividend for an initial period. After that, the rate resets to a new level based on a benchmark rate plus a spread, as set out in the Certificate of Designations (Exhibit 3.1). Investors should check the reset date and formula there.
Does this filing change Citigroup's financial outlook or earnings?
No. The filing covers the legal terms and documentation of the preferred issuance and does not report earnings, financial results, guidance, or operating changes. Its effect on Citigroup's capital structure is the main relevant consideration.
Why are the depositary shares priced at 1/25th of a preferred share?
Structuring the preferred as depositary shares lowers the price of each unit, which makes the security accessible to individual investors who might not buy full preferred shares. Each depositary share carries a proportional economic interest in the underlying preferred.
04—Continue