Summary
Citigroup Inc. (C) has filed a Current Report on Form 8-K detailing the establishment of a new series of preferred stock. On February 2, 2026, the company filed a Certificate of Designations with the Secretary of State of Delaware, creating the "6.250% Noncumulative Preferred Stock, Series II." This action effectively amends Citigroup's Restated Certificate of Incorporation and is designed to enhance its capital structure. The filing also includes supporting exhibits such as an Underwriting Agreement related to the offering of Depositary Shares representing interests in this new preferred stock, a Deposit Agreement governing these shares, and an opinion from legal counsel. Investors should note that this is a noncumulative preferred stock, meaning dividend payments are not guaranteed to be paid in future periods if not declared in the current period. The effective date of the Certificate of Designations was immediate upon filing.
Key Highlights
- 1Citigroup Inc. has established a new series of preferred stock: 6.250% Noncumulative Preferred Stock, Series II.
- 2The new preferred stock series was created through a Certificate of Designations filed with the State of Delaware.
- 3This filing amends Citigroup's Restated Certificate of Incorporation.
- 4The preferred stock is designated as "noncumulative," meaning dividends are not carried forward if not declared in a given period.
- 5The company has also filed an Underwriting Agreement for Depositary Shares related to this preferred stock.
- 6A Deposit Agreement has been established with Computershare Inc. and Computershare Trust Company, N.A. for these shares.