Citigroup Files 8-K with Bylaw Amendments and Financial Exhibits

TL;DR

Citi filed an 8-K on 3/6/24 for bylaw changes and financial docs, impacting common/preferred stock and debt.

AI Summary

Citigroup Inc. filed an 8-K on March 6, 2024, reporting amendments to its articles of incorporation or bylaws and filing financial statements and exhibits. The filing pertains to various financial instruments, including common stock, preferred stock, and medium-term senior notes, with dates of activity noted as March 5, 2024.

Why It Matters

This filing indicates potential corporate governance changes and provides updated financial information, which is crucial for investors assessing the company's structure and performance.

Risk Assessment

Risk Level: low — The filing is routine and relates to corporate governance and financial reporting, not indicating immediate operational or financial distress.

Key Numbers

• 20240306 — Filing Date (Date the 8-K was publicly filed.)
• 20240305 — Report Date (Date to which the reported information pertains.)

Key Players & Entities

• CITIGROUP INC (company) — Filer
• 388 GREENWICH STREET (location) — Business and Mail Address
• NEW YORK (location) — City for Business and Mail Address
• DE (location) — State of Incorporation
• TRAVELERS GROUP INC (company) — Former Company Name
• TRAVELERS INC (company) — Former Company Name
• PRIMERICA CORP /NEW/ (company) — Former Company Name

FAQ

Filing Documents

• d808371d8k.htm (8-K) — 33KB
• d808371dex11.htm (EX-1.1) — 130KB
• d808371dex31.htm (EX-3.1) — 93KB
• d808371dex41.htm (EX-4.1) — 268KB
• d808371dex51.htm (EX-5.1) — 26KB
• d808371dex991.htm (EX-99.1) — 22KB
• 0001193125-24-060714.txt ( ) — 907KB
• c-20240305.xsd (EX-101.SCH) — 7KB
• c-20240305_cal.xml (EX-101.CAL) — 1KB
• c-20240305_def.xml (EX-101.DEF) — 17KB
• c-20240305_lab.xml (EX-101.LAB) — 25KB
• c-20240305_pre.xml (EX-101.PRE) — 18KB
• d808371d8k_htm.xml (XML) — 17KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2024 ( March 5, 2024 ) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 388 Greenwich , New York , New York 10013 (Address of principal executive offices) (Zip Code) ( 212 ) 559-1000 (Registrant's telephone number, including area code) 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.1 . 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). Emerging growth company 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. CITIGROUP INC. Current Report on Form 8-K Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) On March 5, 2024, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB. The Certificate of Designations amended Citigroup's Restated Certificate of Incorporation, as amended, and was effective immediately on filing. A copy of the Certificate of Designations is being filed as an exhibit to this Form 8-K and is incorporated herein by reference in its entirety. Item9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, dated February 28, 2024, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/25th interest in a share of 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB, of Citigroup Inc. 3.1 Certificate of Designations of 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB, of Citigroup Inc. 4.1 Deposit Agreement, dated March 6, 2024 among Citigroup Inc., Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally charted national association, jointly as Depositary, Computershare Trust Company N.A., as Registrar and Transfer Agent, and all holders from time to time of Receipts, Depositary Shares and the related 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB of Citigroup Inc. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL SIGNATURE 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. Dated March 6, 2024 CITIGROUP INC. By: /s/ Karen Wang Karen Wang Assistant Secretary

View Full Filing

View this 8-K filing on SEC EDGAR