Citigroup Inc 8-K, filed Sep 24, 2026
Citigroup Inc (C)
About this 8-K
Citigroup Inc filed this 8-K on September 24, 2026, reporting on events of September 17, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
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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)) |
Citigroup Inc.
Current Report on Form 8-K
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit |
Description | |
| 5.01 | Opinion of Karen Wang, Esq. | |
| 99.01 | 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. | |
1
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: September 24, 2026 | CITIGROUP INC. | |||||
| By: | /s/ Karen Wang | |||||
| Karen Wang | ||||||
| Assistant Secretary | ||||||
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Exhibit 5.01
September 24, 2026
Citigroup Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
I am a Director—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) $3,500,000,000 5.266% Fixed Rate / Floating Rate Senior Notes due September 24, 2029 of the Company (the “2029 Securities”), (ii) $3,500,000,000 5.583% Fixed Rate / Floating Rate Senior Notes due September 24, 2032 of the Company (the “2032 Securities”), (iii) $4,500,000,000 5.860% Fixed Rate / Floating Rate Senior Notes due September 24, 2037 of the Company (the “2037 Securities”) and (iv) Floating Rate Senior Notes due September 24, 2029 of the Company (the “Floating Rate Securities” and, together with the 2029 Securities, the 2032 Securities and the 2037 Securities, the “Securities”) pursuant to the registration statement on Form S-3ASR (No. 333-293732) and the prospectus dated February 25, 2025, as supplemented by the prospectus supplement, dated September 17, 2026 (together, the “Prospectus”). The Securities were issued pursuant to the senior debt indenture dated as of November 13, 2013, as amended (the “Indenture”), between the Company and The Bank of New York Mellon, as the trustee.
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for the purposes of this opinion. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers of the Company), the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the original of such copies.
Upon the basis of the foregoing, I am of the opinion that the Securities have been validly authorized and are validly issued and outstanding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law).
Citigroup Inc.
Page 2
My opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the General Corporation Law of the State of Delaware and such applicable provisions of the Delaware Constitution). I am not admitted to the practice of law in the State of Delaware.
I consent to the filing of this opinion as Exhibit 5.01 to the Company’s Current Report on Form 8-K dated September 24, 2026 and to the reference to my name in the Prospectus under the heading “Legal Matters.” In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, |
| /s/ Karen Wang |
| Name: Karen Wang |
| Title: Director— |
| Corporate Securities Issuance Legal |
Title of each class |
Ticker Symbol(s) |
Title for iXBRL |
Name of each exchange on which registered | |||
| Common Stock, par value $.01 per share | ||||||
| Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncumulative Preferred Stock, Series II | ||||||
| 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto) | ||||||
| 7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS ® ) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto) |
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| Medium-Term Senior Notes, Series N, Floating Rate Notes Due April 26, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | ||||||
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 17, 2026 of CGMHI (and registrant’s guaranty with respect thereto) | ||||||
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 15, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | ||||||
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due October 6, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | ||||||
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due March 21, 2029 of CGMHI (and registrant’s guaranty with respect thereto) | ||||||