01—Abstract
Summary
Summary of the 8-K filed February 3, 2026. Cited figures are marked; the original filing is the authoritative source.
Citigroup Inc. (C) filed this 8-K on February 3, 2026 to disclose the establishment of a new series of preferred stock, 6.250%a Noncumulative Preferred Stock, Series II.
On February 2, 2026, the company filed a Certificate of Designations with the Delaware Secretary of State, amending its Restated Certificate of Incorporation. The amendment took effect immediately upon filing and fixes the terms of the new security. The filing is largely administrative in nature and is supported by a set of exhibits.
These include an underwriting agreement dated January 27, 2026, covering offerings of Depositary Shares, each representing a 1/1,000th interest in a share of the Series II preferred. It also includes a Deposit Agreement dated February 3, 2026 with Computershare, an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, and a schedule of Citigroup's securities registered under Section 12(b), which lists common stock and various trust preferred and medium-term note listings. For investors, the key takeaway is that Citigroup has issued a new noncumulative preferred security.
Noncumulative preferred shares typically do not accrue unpaid dividends, so any dividend skipped by the board is lost rather than carried forward. The 6.250%b fixed rate and the depositary share structure are the primary economic terms to note. The filing itself does not disclose offering size, proceeds, or use of proceeds, so those details would need to be checked in the prospectus supplement or related documents.
02—Key points
Key Highlights
- Citigroup filed a Certificate of Designations on February 2, 2026, creating a new series of preferred stock: 6.250% Noncumulative Preferred Stock, Series II.
- The amendment to the Restated Certificate of Incorporation was effective immediately upon filing with the Delaware Secretary of State.
- Underwriting agreement dated January 27, 2026 covers offer and sale of Depositary Shares, each representing a 1/1,000th interest in a Series II preferred share.
- A Deposit Agreement dated February 3, 2026 was entered into with Computershare Inc. and Computershare Trust Company, N.A. as depositary, registrar, and transfer agent.
- The Series II preferred is noncumulative, so skipped dividends do not accrue and are not paid later.
- Exhibit 99.1 lists Citigroup securities registered under Section 12(b), including common stock (ticker C) and multiple trust preferred and medium-term note issues on the NYSE.
- The filing does not disclose offering size, gross proceeds, or intended use of proceeds; these details are typically found in the prospectus supplement.
03—Questions
Frequently Asked Questions
What new security did Citigroup create with this filing?
Citigroup created a new series of preferred stock called 6.250% Noncumulative Preferred Stock, Series II. It is offered as Depositary Shares, with each Depositary Share representing a 1/1,000th interest in one share of the preferred stock.
What does 'noncumulative' mean for investors in this preferred stock?
Noncumulative means that if the board of directors does not declare a dividend for a period, the missed dividend does not accumulate or get paid in the future. Investors should weigh this against cumulative preferred stock, where unpaid dividends build up and must be paid before common dividends.
When did the new preferred stock become effective?
The Certificate of Designations was filed with the Delaware Secretary of State on February 2, 2026, and was effective immediately upon filing. The related Deposit Agreement is dated February 3, 2026.
Does this filing reveal how much capital Citigroup raised?
No. The 8-K does not state the offering size, number of shares, or proceeds. The underwriting agreement is referenced as Exhibit 1.1, and the full financial terms would be found in that agreement or in the associated prospectus supplement.
Which exchange and tickers are associated with Citigroup's registered securities?
Exhibit 99.1 lists common stock under the ticker C and several trust preferred and medium-term note series, all registered on the New York Stock Exchange. Examples include tickers C/36Y, C N, C/28, C/26, C/28A, C/28B, and C/29A. The Series II preferred is not listed in this exhibit.
04—Continue