Citigroup Inc._October 22, 2025

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) October 22, 2025

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 Street, New York, New York (Address of principal executive offices)		10013 (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

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

On October 22, 2025, the Compensation, Performance Management and Culture Committee of the Citigroup Inc. (Citi) Board of Directors (the Compensation Committee) unanimously voted to award Citi’s Chief Executive Officer, Jane Fraser, a one-time equity award (the Award), consisting of Restricted Stock Units (RSUs) with a grant date value of $25 million and 1.055 million Citigroup stock options. As part of the approval process, the Compensation Committee presented the proposal to Citi’s entire Board of Directors (Board), other than Ms. Fraser, and it was unanimously supported. The value of the RSUs and the exercise price of the options are based on the closing price of Citi’s stock on the grant date of the Award. The RSUs will vest and the options will become exercisable on a pro-rata basis following the third, fourth and fifth anniversaries of the grant date, subject to Ms. Fraser’s continued employment with Citi through the applicable vesting date.

The Award reflects the Board’s desire to ensure management continuity, to acknowledge Ms. Fraser’s extraordinary leadership of Citi and to reflect developments in the market regarding CEO compensation. In particular, the Award reflects the Board’s belief that Ms. Fraser’s strategic priorities are sound and that she is executing on them promptly and thoughtfully with an eye towards enhanced safety and soundness, simplification, and improved returns, thereby laying the foundation for long-term sustainable growth. That execution includes:

●	Citi’s progress in transforming the organization, as more than two-thirds of our transformation programs are at or mostly at Citi’s target state and some of our biggest bodies of work are now embedded into how we operate

●	Ms. Fraser’s actions to build a strong executive team for Citi

●	Citi’s successes in simplifying the organizational structure across its five core interconnected businesses

●	Citi’s recent agreement to sell an equity stake in Grupo Financiero Banamex, S.A. de C.V. in furtherance of the strategy refresh announced in 2021

●	Citi’s stock price having outperformed peers since its 2022 Investor Day, as the market has increasingly applauded and supported bold actions in furtherance of transformation and simplification and Citi’s delivery on its commitments

These accomplishments are being reflected in shareholder returns and other aspects of financial performance, as well as in indicia of progress on Citi’s risk and control transformation. The Board believes that there is significant additional upside for Citi’s stockholders and that ensuring leadership stability is critical for Citi’s continued success.

The Award will be subject to standard Citi provisions for the forfeiture and clawback of incentive compensation, as well as Citi’s Stock Ownership Commitment. Under the Stock Ownership Commitment Ms. Fraser must retain a portion of the net vested shares from Citi stock-based awards granted to her while she serves as an executive officer or Board member. That portion is 75% until her service as a director and an executive officer ends and 50% for one year following termination of her executive officer status.

The foregoing summary of the Award is qualified in all respects by reference to the text of the agreement that governs the Award. A copy of Citi’s press release announcing the appointment of Jane Fraser as Chair of Citi’s Board and John Dugan as Lead Director and noting the Award is filed as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.
99.2		Press release of Citigroup Inc. dated October 22, 2025.
104		See 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.

		CITIGROUP INC.

Dated: October 22, 2025
	By:	/s/ Brent J. McIntosh
		Brent J. McIntosh
		Chief Legal Officer & Corporate Secretary

Citigroup Inc._October 22, 2025


			Exhibit 99.1

Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Ticker Symbol(s)	Title for iXBRL	Name of each exchange on which registered

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, 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

Exhibit 99.2

For Immediate Release
Citigroup Inc. (NYSE: C)

October 22, 2025

JANE FRASER ELECTED CHAIR OF CITI’S BOARD OF DIRECTORS

New York – Citi today announced that its Board of Directors has elected Jane Fraser, Citi’s Chief Executive Officer, as Chair of the Board. John Dugan, who served as Chair of Citi’s Board since 2019, will become Lead Independent Director.

The Board also granted Fraser a one-time equity award, consisting of Restricted Stock Units with a grant date value of $25 million and 1.055 million Citigroup stock options. The RSUs will vest and the options will become exercisable on a pro-rata basis following the third, fourth and fifth anniversaries of the grant date.

These actions reflect the Board’s intent to ensure leadership continuity as Citi extends the growing momentum it is demonstrating in strengthening its business performance, executing its Transformation and delivering enhanced shareholder value. This progress is directly tied to Fraser’s track record as CEO, which includes implementing a refreshed strategy, completing nearly all of the divestitures of the international consumer businesses, attracting top-tier business leaders, simplifying and embedding more discipline into Citi’s operations, and prioritizing the Transformation to the stage where Citi is now operating at or near target state for two-thirds of the Transformation programs.

John Dugan said, “Citi is in a fundamentally different place than it was when these roles were separated. Jane’s very deliberate plan to make Citi a simpler and more focused bank has created meaningful shareholder value. She has the vision, drive and determination to ensure that Citi not only builds on this progress but thrives in this era of both continued macro uncertainty and unprecedented innovation. I very much look forward to continuing to work closely together in our respective new roles.”

Jane Fraser said, “As we get more and more of the hard yards behind us, my excitement about what’s possible for Citi grows exponentially. We’re standing shoulder to shoulder with clients navigating pressures and opportunities coming at them from every direction, we have a world-class team that’s committed to strengthening every aspect of our performance, and we’ve shown that we can meaningfully grow our returns for our shareholders. I have always had deep conviction in Citi’s potential to be a bank that embodies excellence in every way, and while I’m proud of what this team has delivered in the last five years, I know the momentum we’re building will carry us much further.”

In his role as Lead Independent Director, Dugan will continue to perform many of the key leadership and oversight functions he did as Chair and will provide critical connectivity between Fraser and independent directors. In addition to carrying out the duties of the Lead Independent Director as set forth in Citi’s Corporate Governance Guidelines and By-laws, Dugan will, among other responsibilities and consistent with peer practices, continue to meet with shareholders, regulators and other important constituents, and take a leading role in the Board’s self-assessment process and the CEO performance, compensation and succession processes. He also will continue to chair the Transformation Oversight Committee of the Board. John Dugan joined the Board in 2017 after serving as its counsel for several years. Jane Fraser became Citi CEO in 2021.

A Form 8-K Current Report has been filed in connection with this announcement.

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About Citi

Citi is a preeminent banking partner for institutions with cross-border needs, a global leader in wealth management and a valued personal bank in its home market of the United States. Citi does business in more than 180 countries and jurisdictions, providing corporations, governments, investors, institutions and individuals with a broad range of financial products and services.

Additional information may be found at www.citigroup.com | X: @Citi |
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