01—Abstract
Summary
Summary of the 8-K filed February 12, 2026. Cited figures are marked; the original filing is the authoritative source.
Citigroup Inc. (NYSE: C) filed this Form 8-K on February 12, 2026 to disclose the creation of a new series of preferred stock, the 6.500%a Fixed Rate Reset Noncumulative Preferred Stock, Series JJ.
On February 11, 2026, Citigroup filed a Certificate of Designations with the Delaware Secretary of State, which amended its Restated Certificate of Incorporation and took effect immediately upon filing. The new securities were offered under an Underwriting Agreement dated February 5, 2026, and are sold as Depositary Shares, each representing a 1/25th interest in one share of the Series JJ preferred stock. The filing is primarily administrative and procedural.
It documents the legal terms of the new security, the Deposit Agreement with Computershare (dated February 12, 2026), and a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP. The filing does not disclose the offering size, the total proceeds, or the reset spread over the benchmark rate, so those details must be taken from the prospectus supplement or the exhibits. The exhibit list also restates Citigroup's existing Section 12(b) registered securities, confirming that the common stock and the other preferred and debt listings are unchanged.
For investors, the event is a routine capital-markets action. It adds a fixed-to-reset preferred instrument to Citigroup's capital structure, which can support Tier 1 capital and provide a fixed coupon for the initial period before resetting. Investors should weigh the noncumulative feature, which means unpaid dividends do not accumulate, along with the reset mechanics and the dividend discretion typical of bank preferred stock, against the stated 6.500%b initial yield.
02—Key points
Key Highlights
- Citigroup filed a Certificate of Designations on February 11, 2026, creating the 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ, effective immediately upon filing.
- The preferred is issued as Depositary Shares, each representing a 1/25th interest in one share of Series JJ preferred stock, under an Underwriting Agreement dated February 5, 2026.
- The Deposit Agreement with Computershare, dated February 12, 2026, establishes Computershare as Depositary, Registrar, and Transfer Agent for the new series.
- The Series JJ preferred is noncumulative, so unpaid dividends do not accrue or carry forward, which is a key risk consideration for holders.
- The filing does not state offering size, proceeds, or the reset spread; these terms are expected in the prospectus supplement.
- Citigroup's existing Section 12(b) registered securities are unchanged, including common stock (C), Series II preferred (C PR R), and several trust preferred and MTN listings.
- A Skadden, Arps, Slate, Meagher & Flom LLP legal opinion (Exhibit 5.1) was filed in connection with the offering.
03—Questions
Frequently Asked Questions
What new security did Citigroup create in this filing?
Citigroup created a new series of preferred stock called 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ. It was established through a Certificate of Designations filed February 11, 2026, and is offered as Depositary Shares, each representing a 1/25th interest in one share.
What does 'Fixed Rate Reset Noncumulative' mean for investors?
'Fixed Rate Reset' means the dividend is fixed at 6.500% for an initial period and then resets to a new rate tied to a benchmark, as set out in the terms. 'Noncumulative' means that if dividends are not declared, they do not accumulate and are not paid later, so investors do not recover missed payments.
Does this filing affect Citigroup's common stock or existing securities?
No. The filing lists Citigroup's existing Section 12(b) registered securities, including common stock under ticker C and the Series II preferred, and reports no changes to them. The new Series JJ is an addition to the capital structure.
Why does this matter for Citigroup's capital position?
Preferred stock issued by a bank holding company is generally eligible for inclusion in regulatory capital, such as Tier 1 capital, which supports balance-sheet strength and lending capacity. The filing does not quantify the capital impact, so the exact effect should be checked against the prospectus supplement and regulatory filings.
Where can investors find the offering size and pricing details?
This 8-K does not disclose offering size, gross proceeds, or the reset spread. Those terms should be in the prospectus supplement, the Underwriting Agreement (Exhibit 1.1), and the Certificate of Designations (Exhibit 3.1).
04—Continue