Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) September 4, 2024

Citigroup Inc.

(Exact name of registrant as specified in its charter)

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Delaware	1-9924	52-1568099
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
​	​	​
388 Greenwich Street, New York, New York (Address of principal executive offices)	​	10013 (Zip Code)

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[phone]

(Registrant's telephone number,
including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.1

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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Emerging growth company   ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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CITIGROUP INC.

Current Report on Form 8-K

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2024, Johnbull Okpara informed Citigroup Inc. (Citi) that he would resign from his position of Chief Accounting Officer and Controller of Citi to pursue another opportunity, effective September 10, 2024.

On September 10, 2024, Robert Walsh, age 54, agreed to become interim Chief Accounting Officer of Citi, effective immediately, while a search for a permanent replacement is conducted.

Mr. Walsh has been the Controller for the Services business since November 2023. Since his employment by Citi commenced in 1999, he has been an SEC Reporting Analyst; Assistant Accounting Policy Head – Global Consumer Banking; Head of Accounting Policy – Cards; Controller for Citi’s Institutional Clients Group in North America; Controller – Citigroup Global Markets, Inc.; Head of Corporate and Regulatory Reporting; and, immediately prior to assuming his current role, Head of Financial and SEC Reporting.

Mr. Walsh participates in Citi’s compensation plans as described in Citi’s Proxy Statement for its Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 19, 2024.

Also on September 10, 2024, Patrick Scally agreed to become interim Controller of Citi, effective immediately. Mr. Scally has been employed by Citi in various positions since 1992.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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Exhibit Number		​
99.1	​	Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date.
​	​	​
104	​	See the cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​	CITIGROUP INC.
​	​	​
Dated: September 10, 2024	​	​
​	By:	/s/ Brent J. McIntosh
​	​	Brent J. McIntosh
​	​	Chief Legal Officer and Corporate Secretary

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​	​	​	Exhibit 99.1
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Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class	Ticker Symbol(s)	Title for iXBRL	Name of each exchange on which registered
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Common Stock, par value $.01 per share	C	Common Stock, par value $.01 per share	New York Stock Exchange
​	​	​	​
7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto)	C/36Y	7.625% TRUPs of Cap III (and registrant’s guaranty)	New York Stock Exchange
7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS®) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto)	C N	7.875% FXD / FRN TruPS of Cap XIII (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto)	C/36A	MTN, Series N, Callable Step-Up Coupon Notes Due Mar 2036 of CGMHI (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due February 26, 2036 of CGMHI (and registrant's guaranty with respect thereto)	C/36	MTN, Series N, Callable Step-Up Coupon Notes Due Feb 2036 of CGMHI (and registrant's guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Callable Fixed Rate Notes Due December 18, 2035 of CGMHI (and registrant's guaranty with respect thereto)	C/35	MTN, Series N, Callable Fixed Rate Notes Due Dec 2035 of CGMHI (and registrant's guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due April 26, 2028 of CGMHI (and registrant’s guaranty with respect thereto)	C/28	MTN, Series N, Floating Rate Notes Due Apr 26, 2028 of CGMHI (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 17, 2026 of CGMHI (and registrant’s guaranty with respect thereto)	C/26	MTN, Series N, Floating Rate Notes Due Sept 2026 of CGMHI (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 15, 2028 of CGMHI (and registrant’s guaranty with respect thereto)	C/28A	MTN, Series N, Floating Rate Notes Due Sept 2028 of CGMHI (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due October 6, 2028 of CGMHI (and registrant’s guaranty with respect thereto)	C/28B	MTN, Series N, Floating Rate Notes Due Oct 2028 of CGMHI (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due March 21, 2029 of CGMHI (and registrant’s guaranty with respect thereto)	C/29A	MTN, Series N, Floating Rate Notes Due Mar 2029 of CGMHI (and registrant’s guaranty)	New York Stock Exchange

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Document and Entity Information	Sep. 04, 2024
Document Type	8-K
Document Period End Date	Sep. 04, 2024
Entity File Number	1-9924
Entity Registrant Name	Citigroup Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-1568099
Entity Address, Address Line One	388 Greenwich Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	212
Local Phone Number	559-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000831001
Amendment Flag	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	C
Security Exchange Name	NYSE
Citigroup Capital III [Member]
Title of 12(b) Security	7.625% TRUPs of Cap III (and registrant’s guaranty)
Trading Symbol	C/36Y
Security Exchange Name	NYSE
Citigroup Capital XIII [Member]
Title of 12(b) Security	7.875% FXD / FRN TruPS of Cap XIII (and registrant’s guaranty)
Trading Symbol	C N
Security Exchange Name	NYSE
Series N Medium Term Senior Notes Due Mar 2036 [Member]
Title of 12(b) Security	MTN, Series N, Callable Step-Up Coupon Notes Due Mar 2036 of CGMHI (and registrant’s guaranty)
Trading Symbol	C/36A
Security Exchange Name	NYSE
Series N Medium Term Senior Notes Due Dec 2035 [Member]
Title of 12(b) Security	MTN, Series N, Callable Fixed Rate Notes Due Dec 2035 of CGMHI (and registrant's guaranty)
Trading Symbol	C/35
Security Exchange Name	NYSE
Series N Medium Term Senior Notes Due Feb 2036 [Member]
Title of 12(b) Security	MTN, Series N, Callable Step-Up Coupon Notes Due Feb 2036 of CGMHI (and registrant's guaranty)
Trading Symbol	C/36
Security Exchange Name	NYSE
Series N Medium Term Senior Notes Due Apr 2028 [Member]
Title of 12(b) Security	MTN, Series N, Floating Rate Notes Due Apr 26, 2028 of CGMHI (and registrant’s guaranty)
Trading Symbol	C/28
Security Exchange Name	NYSE
Series N Medium Term Senior Notes Due Sept 2026 [Member]
Title of 12(b) Security	MTN, Series N, Floating Rate Notes Due Sept 2026 of CGMHI (and registrant’s guaranty)
Trading Symbol	C/26
Security Exchange Name	NYSE
Series N Medium Term Senior Notes Due Sept 2028 [Member]
Title of 12(b) Security	MTN, Series N, Floating Rate Notes Due Sept 2028 of CGMHI (and registrant’s guaranty)
Trading Symbol	C/28A
Security Exchange Name	NYSE
Series N Medium Term Senior Notes Due Oct 2028 [Member]
Title of 12(b) Security	MTN, Series N, Floating Rate Notes Due Oct 2028 of CGMHI (and registrant’s guaranty)
Trading Symbol	C/28B
Security Exchange Name	NYSE
Series N Medium Term Senior Notes Due Mar 2029 [Member]
Title of 12(b) Security	MTN, Series N, Floating Rate Notes Due Mar 2029 of CGMHI (and registrant’s guaranty)
Trading Symbol	C/29A
Security Exchange Name	NYSE

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