SEC Form 8-A12B filed by Citigroup Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Citigroup Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		52-1568099
(State of incorporation or organization)		(IRS Employer Identification No.)
388 Greenwich Street New York, New York		10013
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.250% Noncumulative Preferred Stock, Series II		New York Stock Exchange

 

 

If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is to become effective pursuant to General Instruction A.(c), please check the following box. ☒

If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective pursuant to General Instruction A.(d), please check the following box. ☐

Securities Act registration statement file number to which this form relates:

File No. 333-270327

Securities to be registered pursuant to Section 12(g) of the Act:

None.

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.

Description of Registrant’s Securities to be Registered.

Citigroup Inc. (the “Registrant”) registers hereunder its depositary shares (the “Depositary Shares”) representing fractional interests in its 6.250% Noncumulative Preferred Stock, Series II (the “Preferred Stock”). For a description of the securities to be registered hereunder, reference is made to the information under the heading “Description of Preferred Stock” on pages 83 through 85 and “Description of Depositary Shares” on pages 86 through 88 of the Registrant’s prospectus dated March 7, 2023 (Registration No. 333-270327). In addition, a detailed description of the Preferred Stock and the Depositary Shares may be found under the heading “Description of the Preferred Stock” on pages S-12 through S-18 and “Description of the Depositary Shares” on pages S-19 through S-20 of the prospectus supplement dated January 27, 2026, which description, and the Registrant’s prospectus, is hereby incorporated herein by reference and made part of this registration statement in its entirety.

 

Item 2.

Exhibits.

 

3.1		Restated Certificate of Incorporation of the Registrant, as amended, incorporated by reference to Exhibit 3.01 to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2025 (File No. 1-9924).
3.2		Certificate of Designations of the 6.250% Noncumulative Preferred Stock, Series II of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 3, 2026.
3.3		By-Laws of the Registrant, as amended, incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2025 (File No. 1-9924).
4.1		Deposit Agreement, dated February  3, 2026, among the Registrant, Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally charted national association, jointly as Depositary, and all holders from time to time of Depositary Receipts, Depositary Shares and the related 6.250% Noncumulative Preferred Stock, Series II, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 3, 2026.
4.2		Form of Depositary Receipt for the Depositary Shares (included in Exhibit 4.1 hereto).
4.3		Form of certificate representing the 6.250% Noncumulative Preferred Stock, Series II (included in Exhibit 3.2 hereto).
4.4		Prospectus dated March 7, 2023, incorporated by reference to the Registrant’s Registration Statement on Form S-3 filed on March 7, 2023 (Registration No. 333-270327).
4.5		Amended Prospectus Supplement dated January 27, 2026, incorporated by reference to the Registrant’s filing under Rule  424(b)(2) on February 3, 2026.

 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated: February 3, 2026				CITIGROUP INC.
				/s/ Elissa Steinberg
				Name: Elissa Steinberg
				Title: Assistant Treasurer