C.PRJ / Citigroup Inc. - Preferred Stock - Документы SEC, Годовой отчет, Доверенное заявление

List of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934, formatted in Inline XBRL.

Exhibit 99.01 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 guarant

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Subsidiary Issuers of Guaranteed Securities.

Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended June 30, 2025 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each he

By-Laws of Citigroup Inc., as amended effective August 1, 2025.

Exhibit 3.2 BY-LAWS OF CITIGROUP INC. As amended effective August 1, 2025 BY-LAWS OF CITIGROUP INC. ARTICLE I LOCATION SECTION 1. The location of the registered office of the Company in Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. The Company shall, in addition to the registered office in the State of Delaware, establish and maintain an office wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc.

Restated Certificate of Incorporation of Citigroup Inc., as amended, as in effect on the date hereof.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

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) July 23, 2025 Citigroup Inc. (Exac

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) July 23, 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) (

Current Report

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) July 23, 2025 (July 22, 2025) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commissio

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

Exhibit 99.01 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 guarant

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

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

Deposit Agreement, dated July 23, 2025 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 6.875% Fixed Rate Reset Noncumulative Preferred Stock, Series GG of Citigroup Inc.

Exhibit 4.1 Conformed DEPOSIT AGREEMENT Dated July 23, 2025 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 6.875% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES GG TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS ARTIC

Underwriting Agreement, dated July 16, 2025, 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 6.875% Fixed Rate Reset Noncumulative Preferred Stock, Series GG, of Citigroup Inc.

Exhibit 1.1 Conformed 2,700,000 Depositary Shares Each Representing a 1/25th Interest in a Share of 6.875% Fixed Rate Reset Noncumulative Preferred Stock, Series GG ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York July 16, 2025 Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Green

Certificate of Designations of 6.875% Fixed Rate Reset Noncumulative Preferred Stock, Series GG, of Citigroup Inc.

CERTIFICATE OF DESIGNATIONS OF 6.875% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES GG OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporati

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01 July 23, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offering of €900,000,000 4.296% Fixed Rate / Floating Rate Subordinated Notes due July 23, 2036 of the Company (the “Securities”) pursuant to t

CEO COMMENTARY

Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) July 15, 2025 SECOND QUARTER 2025 RESULTS AND KEY METRICS CEO COMMENTARY Citi CEO Jane Fraser said, “We reported another very good quarter and continue to demonstrate that our strong results are sustainable through different environments. We’re improving the performance of each of our businesses to take share and drive higher returns. Wit

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) July 15, 2025 Citigroup Inc. (Exac

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) July 15, 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) (

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Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 2Q25 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Operating Segments, Reporting Units, and Components—Net Revenues and Income 4 Services 5 Markets 6 Banking 7 Wealth 8 U.S. Personal Banking (USPB) 9 Metrics 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divest

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

Exhibit 99.3 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

Financial Statements and Exhibits

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) July 10, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9924 (Commission File Number) 52-1568099 (

Form of Master Note for Citigroup Global Markets Holdings Inc. Medium-Term Senior Notes, Series N

Exhibit 4.1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CED

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) July 1, 2025 Citigroup Inc. (Exact

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) July 1, 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) (I

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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission File No. 1-9924

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission File No. 1-9924 A.Full title of the plan and the address of the plan, if different from that of the issuer named below: CITI RETIREMENT SAVINGS PLAN Plans Administration Committee 388

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission File No. 1-9924

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission File No. 1-9924 A.Full title of the plan and the address of the plan, if different from that of the issuer named below: CITI RETIREMENT SAVINGS PLAN FOR PUERTO RICO Plans Administratio

Citi Board Elects Jonathan Moulds to Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE Citigroup Inc. (NYSE: C) June 16, 2025 Citi Board Elects Jonathan Moulds to Board of Directors New York, NY – Citi’s Board of Directors today announced that it has elected Jonathan Moulds as a new independent director, with service commencing immediately. Citi Chair John C. Dugan said, “Citi will benefit greatly from Jonathan’s widely recognized track record for

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) June 16, 2025 Citigroup Inc. (Exac

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) June 16, 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) (

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

Exhibit 99.2 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

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Citigroup Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per sh

Restated Certificate of Incorporation of Citigroup Inc., as amended, as in effect on the date hereof.

Exhibit 4.2 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name

As filed with the Securities and Exchange Commission on June 18, 2025

As filed with the Securities and Exchange Commission on June 18, 2025 Registration No.

Limited Power of Attorney of the Directors of the Registrant

Exhibit 24.1 Limited Power of Attorney (Form S-8) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (“the Company”), does hereby constitute and appoint each of Jane Fraser, Mark A. L. Mason, and Brent J. McIntosh the true and lawful attorney-in-fact and agent of the undersigned, to do or cause to be done any and all acts and things and t

Terms Agreement, dated May 27, 2025, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s 4.550% Fixed Rate / Floating Rate Subordinated Notes due 2035.

Exhibit 1.01 Execution Version TERMS AGREEMENT May 27, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention:  Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell C$1,500,000,000 aggregate principal amount of its 4.550% Fixed Rate / Floating Rate Subordinated Notes Due 2035 (the “Secur

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01 June 3, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offering of C$1,500,000,000 4.550% Fixed Rate / Floating Rate Subordinated Notes due June 2035 of the Company (the “Securities”) pursuant to the

Form of Note for the Company’s 4.550% Fixed Rate / Floating Rate Subordinated Notes due 2035.

Exhibit 4.01 This Subordinated Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Subordinated Note is not exchangeable for Subordinated Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described her

Title of each class

Exhibit 99.01 Citigr o up 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 guara

Current Report

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) June 3, 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) (I

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) May 15, 2025 Citigroup Inc. (Exact

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) May 15, 2025 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9924 (Commission File Number) 52-1568099 (I

Form of Master Note for Citigroup Inc. Medium-Term Senior Notes, Series G

Exhibit 4.1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-09924 Issuer: CITIGROUP GLOBAL MARKETS HOLDINGS INC. Exchange: NEW YORK STOCK EXCHANGE LLC (Exact name of Issuer as specified in its charter, and name of Exchange where securi

Form of Citigroup Inc. Performance Share Unit Award Agreement (awards dated February 13, 2025 and in future years).

Exhibit 10.03 Citigroup Inc. Performance Share Unit Award Agreement Summary Citigroup Inc. (“Citigroup”) hereby grants to {NAME} (the “Participant” or "you") the performance share unit award (the “Award”) summarized below. For the Award to be effective, you must accept below acknowledging that you have received and read this Award Agreement, including the Terms and Conditions set forth following t

List of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934, formatted in Inline XBRL.

Exhibit 99.01 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 guarant

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Citigroup Inc. Discretionary Incentive and Retention Award Plan (as Amended and Restated Effective as of January 1, 2025).

Exhibit 10.01 CITI DISCRETIONARY INCENTIVE AND RETENTION AWARD PLAN Amended and Restated Effective as of January 1, 2025 PREAMBLE The purpose of the Plan is to reward and retain Eligible Employees through discretionary incentive and/or retention awards under the terms and conditions described in the Plan. Awards under the Plan may be contingent upon the Company's performance, an Eligible Employee'

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended March 31, 2025 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each h

Subsidiary Issuers of Guaranteed Securities.

Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

Restated Certificate of Incorporation of Citigroup

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name

Citigroup Inc. Deferred Cash Award Plan (as Amended and Restated Effective as of January 1, 2025).

Exhibit 10.02 CITIGROUP INC. DEFERRED CASH AWARD PLAN (as Amended and Restated Effective as of January 1, 2025) CITIGROUP INC. DEFERRED CASH AWARD PLAN PURPOSE Citigroup Inc. has adopted this Citigroup Inc. Deferred Cash Award Plan, as amended and restated effective as of January 1, 2025 (the “Plan”), for certain eligible employees of the Company in order to provide such eligible employees with a

Form of Note for the Company’s Floating Rate Senior Notes due May 7, 2028.

Exhibit 4.03 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Terms Agreement, dated May 1, 2025, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s 4.952% Fixed Rate / Floating Rate Senior Notes due May 7, 2031.

Exhibit 1.02 Execution Version TERMS AGREEMENT May 1, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention:  Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,000,000,000 aggregate principal amount of its 4.952% Fixed Rate / Floating Rate Senior Notes Due 2031 (the “Securities”

Terms Agreement, dated May 1, 2025, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s Floating Rate Senior Notes due May 7, 2028.

Exhibit 1.03 Execution Version TERMS AGREEMENT May 1, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention:  Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$700,000,000 aggregate principal amount of its Floating Rate Notes Due 2028 (the “Securities”). Subject to the terms and c

Form of Note for the Company’s 4.643% Fixed Rate / Floating Rate Senior Notes due May 7, 2028.

Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Terms Agreement, dated May 1, 2025, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s Floating Rate Senior Notes due May 7, 2031.

EX-1.04 Exhibit 1.04 Execution Version TERMS AGREEMENT May 1, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$300,000,000 aggregate principal amount of its Floating Rate Senior Notes Due 2031 (the “Securities”). Subject to t

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) May 7, 2025 Citigroup Inc. (Exact

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) May 7, 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) (IR

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01 May 7, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) $2,350,000,000 4.643% Fixed Rate / Floating Rate Senior Notes due May 7, 2028 of the Company (the “2028 Fixed Rate / Floating Ra

Terms Agreement, dated May 1, 2025, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s 4.643% Fixed Rate / Floating Rate Senior Notes due May 7, 2028.

Exhibit 1.01 Execution Version TERMS AGREEMENT May 1, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention:  Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,350,000,000 aggregate principal amount of its 4.643% Fixed Rate / Floating Rate Senior Notes Due 2028 (the “Securities”

Ticker Symbol(s)

Exhibit 99.01 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 guarant

Form of Note for the Company’s Floating Rate Senior Notes due May 7, 2031.

Exhibit 4.04 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Form of Note for the Company’s 4.952% Fixed Rate / Floating Rate Senior Notes due May 7, 2031.

Exhibit 4.02 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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) April 29, 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)

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

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

Citigroup 2019 Stock Incentive Plan (as amended and restated as of April 29, 2025).

Exhibit 10.1 Citigroup 2019 Stock Incentive Plan (As Amended and Restated, Effective as of January 1, 2025) 1.Purpose The purposes of the Citigroup 2019 Stock Incentive Plan (as amended from time to time, the “Plan”) are to (i) align incentive compensation programs with the Company’s long-term business objectives and the interests of stockholders; (ii) attract and retain Employees by providing com

Form of Note for the Company’s 4.113% Fixed Rate / Floating Rate Senior Notes due April 29, 2036.

Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01 April 29, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) €1,500,000,000 4.113% Fixed Rate / Floating Rate Senior Notes due April 29, 2036 of the Company (the “Fixed Rate / Floating R

Terms Agreement, dated April 22, 2025, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s Floating Rate Senior Notes due April 29, 2029.

Exhibit 1.02 Execution Version TERMS AGREEMENT April 22, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell €1,000,000,000 aggregate principal amount of its Floating Rate Senior Notes Due 2029 (the “Securities”). Subject to the te

Title of each class

Exhibit 99.01 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 guarant

Terms Agreement, dated April 22, 2025, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s 4.113% Fixed Rate / Floating Rate Senior Notes due April 29, 2036.

Exhibit 1.01 Execution Version TERMS AGREEMENT April 22, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell €1,500,000,000 aggregate principal amount of its 4.113% Fixed Rate / Floating Rate Senior Notes Due 2036 (the “Securities”

Form of Note for the Company’s Floating Rate Senior Notes due April 29, 2029.

Exhibit 4.02 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Current Report

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) April 29, 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)

Notice of Exempt Solicitation Pursuant to Rule 14a-103 | April 28, 2025

Notice of Exempt Solicitation Pursuant to Rule 14a-103 | April 28, 2025 Name of Registrant: Citigroup Inc.

CEO COMMENTARY

Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) April 15, 2025 FIRST QUARTER 2025 RESULTS AND KEY METRICS CEO COMMENTARY Citi CEO Jane Fraser said, “With net income of $4.1 billion we delivered a strong quarter, marked by continued momentum, positive operating leverage and improved returns in each of our five businesses. Services recorded its best first quarter revenue in a decade. Mar

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

Exhibit 99.3 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) April 15, 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)

19 - 20

Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 1Q25 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Operating Segments, Reporting Units, and Components—Net Revenues and Income 4 Services 5 Markets 6 Banking 7 Wealth 8 U.S. Personal Banking (USPB) 9 Metrics 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divest

Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Citigroup Inc. Name of persons relying on exemption: Sisters of St. Joseph of Peace Address of persons relying on exemption: Investor Advocates for Social Justice, 40 S Fullerton Ave, Montclair, NJ 07042 Written materials are submitted pursuant to R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Form of Note for the Company’s 5.333% Fixed Rate / Floating Rate Senior Notes due March 27, 2036.

Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01 March 27, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offering of $2,250,000,000 5.333% Fixed Rate / Floating Rate Senior Notes due March 27, 2036 of the Company (the “Securities”) pursuant to the

Current Report

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 27, 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)

Terms Agreement, dated March 20, 2025, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s 5.333% Fixed Rate / Floating Rate Senior Notes due March 27, 2036.

Exhibit 1.01 Execution Version TERMS AGREEMENT March 20, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention:  Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,250,000,000 aggregate principal amount of its 5.333% Fixed Rate / Floating Rate Senior Notes Due 2036 (the “Securiti

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

Exhibit 99.01 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 guarant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Form of Note for the Company’s 5.612% Fixed Rate / Floating Rate Senior Notes due March 4, 2056.

Exhibit 4.02 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

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

Exhibit 99.01 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 guarant

Terms Agreement, dated February 25, 2025, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s Floating Rate Senior Notes due March 4, 2029.

Exhibit 1.03 Execution Version TERMS AGREEMENT February 25, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$750,000,000 aggregate principal amount of its Floating Rate Notes Due 2029 (the “Securities”). Subject to the terms

Terms Agreement, dated February 25, 2025, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s 5.612% Fixed Rate / Floating Rate Senior Notes due March 4, 2056.

Exhibit 1.02 Execution Version TERMS AGREEMENT February 25, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,000,000,000 aggregate principal amount of its 5.612% Fixed Rate / Floating Rate Notes Due 2056 (the “Securities”).

Form of Note for the Company’s 4.786% Fixed Rate / Floating Rate Senior Notes due March 4, 2029.

Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Form of Note for the Company’s Floating Rate Senior Notes due March 4, 2029.

Exhibit 4.03 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01 March 4, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) $2,250,000,000 4.786% Fixed Rate / Floating Rate Senior Notes due March 4, 2029 of the Company (the “2029 Securities”), (ii) $

Current Report

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 4, 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) (

Terms Agreement, dated February 25, 2025, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s 4.786% Fixed Rate / Floating Rate Senior Notes due March 4, 2029.

Exhibit 1.01 Execution Version TERMS AGREEMENT February 25, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention:  Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,250,000,000 aggregate principal amount of its 4.786% Fixed Rate / Floating Rate Notes Due 2029 (the “Securities”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc. (Ex

Subsidiary Issuers of Guaranteed Securities.

Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su

Policy on Transactions in Citigroup Inc. Securities by Non-Management Members of Citigroup Inc.’s Board of Directors.

Exhibit 19.02 Policy on Transactions in Citigroup Inc. Securities by Non-Management Members of Citigroup Inc.’s Board of Directors •Non-management members of Citigroup Inc.’s (Citi) Board of Directors (Board Members), including family members and other individuals residing in a Board Member’s household (Household), are prohibited from buying, selling, making personal or charitable gifts or otherwi

Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.32 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 This Exhibit 4.32 describes the classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. References in this exhibit to “Citigroup,” “we” or “our” are to Citigroup Inc., and not any of its subsidiaries, unless context indicates

Subsidiaries of Citigrou

Significant Subsidiaries of Citigroup Inc. Exhibit 21.01 In accordance with SEC rules, the following is a list of Citigroup Inc.'s subsidiaries as of December 31, 2024, other than those subsidiaries, considered in the aggregate as a single subsidiary, that would not constitute a “significant subsidiary” as of December 31, 2024. This list of subsidiaries will change from year-to-year as a result of

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Annual Report on Form 10-K of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to th

Trading and Material Non-Public Information (MNPI) Standard for Citi Securities.

Exhibit 19.01 TRADING AND MNPI STANDARD FOR CITI SECURITIES Summary The Trading and MNPI Standard for Citi Securities (this "Standard") sets forth Citi’s policies, practices and procedures specifically applicable to trading in Citi securities by employees and officers, including those within the Personal Trading and Investment Policy and the Insider Trading Policy, which sets forth Citi's key requ

Powers of Attorney.

Exhibit 24.01 POWER OF ATTORNEY Annual Report on Form 10-K Citigroup Inc. I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Jane Fraser, Mark A. L. Mason and Brent McIntosh, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Citigroup Inc. (the “Company”) for the year ended December 31, 2024 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each here

Citigroup Inc. Dodd-Frank Clawback Provisions (effective as of October 2, 2023).

Exhibit 97.01 CITIGROUP INC. DODD-FRANK CLAWBACK PROVISIONS Citigroup Inc. (the “Company”) adopts these Dodd-Frank Clawback Provisions (these “Provisions”) in accordance with the applicable listing requirements of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities and Exchange Commission enacting the clawback

Restated Certificate of Incorporation of Citigroup Inc., as amended, as in effect on the date hereof.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name

List of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934, formatted in inline XBRL.

Exhibit 99.1 Citi 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 Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rat

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Annual Report on Form 10-K of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the per

Citigroup Inc. Share Repurchase and Securities Issuance Procedures.

Exhibit 19.03 Citigroup Inc. Share Repurchase and Securities Issuance Procedures •Repurchases by Citigroup Inc. (Citi) of its common stock are executed in accordance with Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, as applicable, and in compliance with all applicable securities laws. •During open trading windows, Citi may engage in repurchases in accordanc

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm The Board of Directors Citigroup Inc.: We consent to the incorporation by reference in the Registration Statements on: • Form S-3 Nos: 33-63663, 333-12439,333-48474, 333-56088, 333-57364, 333-75554, 333-102206, 333-103940, 333-105316, 333-108047, 333-117615, 333-122925, 333-132177, 333-157386,333-157459, 333-172554, 333-172562,

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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) February 13, 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 Numbe

Financial Statements and Exhibits, Other Events

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) February 13, 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 Numbe

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

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

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

EX-1 2 c-ex1.htm EX-1 EXHIBIT INDEX TO SCHEDULE 13G EXHIBIT 1 Agreement among CGM, CFP, CGM Holdings and Citigroup as to joint filing of Schedule 13G. EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf. Dated: February 12, 2025 Citigroup Global M

Ticker Symbol(s)

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

Deposit Agreement, dated February 12, 2025 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 6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF of Citigroup Inc.

EX-4.1 Exhibit 4.1 Execution Version DEPOSIT AGREEMENT Dated February 12, 2025 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 6.950% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES FF TABLE OF CONTENTS Page ARTICLE

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) February 12, 2025 (February 11, 20

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) February 12, 2025 (February 11, 2025) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (C

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

EX-1 2 c-ex1.htm EX-1 EXHIBIT INDEX TO SCHEDULE 13G EXHIBIT 1 Agreement among CGM, CFP, CGM Holdings and Citigroup as to joint filing of Schedule 13G. EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf. Dated: February 12, 2025 Citigroup Global M

Certificate of Designations of 6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF, of Citigroup Inc.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 6.950% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES FF OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of

Underwriting Agreement, dated February 5, 2025, 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 6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF, of Citigroup Inc.

EX-1.1 Exhibit 1.1 Execution Version 2,000,000 Depositary Shares Each Representing a 1/25th Interest in a Share of 6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York February 5, 2025 Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Mark

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

EX-1 2 c-ex1.htm EX-1 EXHIBIT INDEX TO SCHEDULE 13G EXHIBIT 1 Agreement among CGML, CGMHBL, CFP, CGM Holdings and Citigroup as to joint filing of Schedule 13G. EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf. Dated: February 12, 2025 Citigroup

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) January 31, 2025 Citigroup Inc. (E

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) January 31, 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

CITI BOARD ELECTS TITI COLE TO BOARD OF DIRECTORS

Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) February 3, 2025 CITI BOARD ELECTS TITI COLE TO BOARD OF DIRECTORS New York, NY – Citi’s Board of Directors announced today that it has elected Titi Cole as a new Director, with service commencing January 31, 2025. A Citi alumna, Ms. Cole joined Citi in 2020 as the Head of Operations for Global Consumer Banking, before serving as Head of

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

Exhibit 99.2 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

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

Exhibit 99.01 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 guarant

Terms Agreement, dated January 16, 2025, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s 6.020% Fixed Rate / Floating Rate Callable Subordinated Notes due January 24, 2036.

Exhibit 1.01 Execution Version TERMS AGREEMENT January 16, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention:  Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$3,000,000,000 aggregate principal amount of its 6.020% Fixed Rate / Floating Rate Subordinated Notes Due 2036 (the “

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01          January 24, 2025 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offering of $3,000,000,000 6.020% Fixed Rate / Floating Rate Callable Subordinated Notes due January 24, 2036 of the Company (the “Securi

Form of Note for the Company’s 6.020% Fixed Rate / Floating Rate Callable Subordinated Notes due January 24, 2036.

Exhibit 4.01 This Subordinated Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Subordinated Note is not exchangeable for Subordinated Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described her

Current Report

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) January 24, 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

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

Exhibit 99.3 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

19 - 20

Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 4Q24 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Operating Segments, Reporting Units, and Components—Net Revenues and Income 4 Services 5 Markets 6 Banking 7 Wealth 8 U.S. Personal Banking (USPB) 9 Metrics 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divest

CEO COMMENTARY

Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) January 15, 2025 FOURTH QUARTER AND FULL YEAR 2024 RESULTS AND KEY METRICS CEO COMMENTARY Citi CEO Jane Fraser said, “2024 was a critical year and our results show our strategy is delivering as intended and driving stronger performance in our businesses. Our net income was up nearly 40% to $12.7 billion and we exceeded our full-year reven

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) January 15, 2025 Citigroup Inc. (E

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) January 15, 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

Deposit Agreement, dated December 3, 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 6.750% Fixed Rate Reset Noncumulative Preferred Stock, Series EE of Citigroup Inc.

Exhibit 4.1 Execution Version DEPOSIT AGREEMENT Dated December 3, 2024 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 6.750% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES EE TABLE OF CONTENTS Page ARTICLE 1 DEFINI

Certificate of Designations of 6.750% Fixed Rate Reset Noncumulative Preferred Stock, Series EE, of Citigroup Inc.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 6.750% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES EE OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of

Underwriting Agreement, dated November 25, 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 6.750% Fixed Rate Reset Noncumulative Preferred Stock, Series EE, of Citigroup Inc.

Exhibit 1.1 Execution Version 1,500,000 Depositary Shares Each Representing a 1/25th Interest in a Share of 6.750% Fixed Rate Reset Noncumulative Preferred Stock, Series EE ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York November 25, 2024 Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets In

Title for iXBRL

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

Current Report

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) December 3, 2024 (December 2, 2024) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Com

Form of Note for the Company’s 5.592% Fixed Rate Reset Callable Subordinated Notes due November 19, 2034.

Exhibit 4.1 This Subordinated Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Subordinated Note is not exchangeable for Subordinated Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described here

Title of each class

Exhibit 99.01 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 guarant

Terms Agreement, dated November 12, 2024, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s 5.592% Fixed Rate Reset Callable Subordinated Notes due November 19, 2034.

Exhibit 1.1 Execution Version TERMS AGREEMENT November 12, 2024 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$1,250,000,000 aggregate principal amount of its 5.592% Fixed Rate Reset Subordinated Notes Due 2034 (the “Securities”

Current Report

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) November 19, 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 Numbe

INVZ / Innoviz Technologies Ltd. / CITIGROUP INC - SC 13G/A Passive Investment

SC 13G/A 1 sc13gainnoviztech-i.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Innoviz Technologies Ltd. (Name of Issuer) Ordinary Shares (Title of Class of Securities) M5R635-10-8 (CUSIP

GB:PRTC / PureTech Health plc / CITIGROUP INC - SC 13G Passive Investment

SC 13G 1 sc13gpuretech-ptch.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Puretech Health Plc (Name of Issuer) Ordinary Shares (Title of Class of Securities) G7297M-10-1 (CUSIP Number) Septe

EGRX / Eagle Pharmaceuticals, Inc. / CITIGROUP INC - SC 13G Passive Investment

SC 13G 1 sc13geaglepharmaceut.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Eagle Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 269796-10-8 (CUSIP Number

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended September 30, 2024 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, ea

Subsidiary Issuers of Guaranteed Securities.

Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su

Restated Certificate of Incorporation of Citigroup, as amended, as in effect on the date hereof.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Agreement between Andrew Sieg and Citibank, N.A. (dated March 20, 2023).

Exhibit 10.3 [Citi Letterhead] March 20, 2023 Mr. Andrew Sieg [Address Intentionally Omitted] Dear Andy: We are very pleased to offer you a position with Citibank, N.A., as Managing Director and Head of Citi Global Wealth, reporting to Jane Fraser, Chief Executive Officer, Citigroup Inc. This letter and any attachments, including the Additional Terms Addendum ("Letter"), set forth the terms of our

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup

List of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934, formatted in Inline XBRL.

Exhibit 99.01 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 guarant

Form of Citigroup Inc. CAP Agreement (for awards to be granted in February 2025 and future years).

Exhibit 10.1 CITIGROUP INC. CAP AGREEMENT Citigroup Inc. (“Citigroup”) hereby grants to [NAME] (the “Participant” or “you”) the deferred compensation described below (the “Award”), consisting of a Deferred Stock Award. For the Award to be effective, you must accept below acknowledging that you have received and read this Award Agreement, including the Terms and Conditions set forth following this

Form of Citigroup Inc. Performance Share Unit Award Agreement (awards to be granted in February 2025 and in future years), incorporated by reference to Exhibit 10.2 to Citigroup Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (File No. 001-09924).

Exhibit 10.2 Citigroup Inc. Performance Share Unit Award Agreement Summary Citigroup Inc. (“Citigroup”) hereby grants to {NAME} (the “Participant” or "you") the performance share unit award (the “Award”) summarized below. For the Award to be effective, you must accept below acknowledging that you have received and read this Award Agreement, including the Terms and Conditions set forth following th

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

Exhibit 99.3 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

19 - 20

Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 3Q24 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Operating Segments, Reporting Units, and Components—Net Revenues and Income 4 Services 5 Markets 6 Banking 7 U.S. Personal Banking (USPB) 8 Metrics 9 Wealth 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divest

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 15, 2024 Citigroup Inc. (E

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 15, 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

CEO COMMENTARY

Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) October 15, 2024 THIRD QUARTER 2024 RESULTS AND KEY METRICS CEO COMMENTARY Citi CEO Jane Fraser said, “In a pivotal year, this quarter contains multiple proof points that we are moving in the right direction and that our strategy is gaining traction, including positive operating leverage for each of our businesses, share gains and fee gro

Terms Agreement, dated September 12, 2024, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s 4.542% Fixed Rate / Floating Rate Callable Senior Notes due September 19, 2030.

Exhibit 1.01 TERMS AGREEMENT September 12, 2024 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$3,000,000,000 aggregate principal amount of its 4.542% Fixed Rate / Floating Rate Notes Due 2030 (the “Securities”). Subject to the t

Form of Note for the Company’s 4.542% Fixed Rate / Floating Rate Callable Senior Notes due September 19, 2030.

Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Terms Agreement, dated September 12, 2024, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s 5.411% Fixed Rate Reset Callable Subordinated Notes due September 19, 2039.

Exhibit 1.02 TERMS AGREEMENT September 12, 2024 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention:  Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$1,100,000,000 aggregate principal amount of its 5.411% Fixed Rate Reset Subordinated Notes Due 2039 (the “Securities”). Subject to t

Form of Note for the Company’s 5.411% Fixed Rate Reset Callable Subordinated Notes due September 19, 2039.

Exhibit 4.02 This Subordinated Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Subordinated Note is not exchangeable for Subordinated Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described her

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01 September 19, 2024 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) $3,000,000,000 4.542% Fixed Rate / Floating Rate Callable Senior Notes due September 19, 2030 of the Company (the “Senior

Title for iXBRL

Exhibit 99.01 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 guarant

Current Report

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) September 19, 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 Numb

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) September 4, 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 Numbe

Restated Certificate of Incorporation of Citigroup, as amended, as in effect on the date hereof.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

List of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934, formatted in Inline XBRL.

Exhibit 99.01 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 guarant

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended June 30, 2024 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each he

Subsidiary Issuers of Guaranteed Securities.

Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc.

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 Exchang

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

Underwriting Agreement, dated July 23, 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 7.000% Fixed Rate Reset Noncumulative Preferred Stock, Series DD, of Citigroup Inc.

Exhibit 1.1 Execution Version 1,500,000 Depositary Shares Each Representing a 1/25th Interest in a Share of 7.000% Fixed Rate Reset Noncumulative Preferred Stock, Series DD ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York July 23, 2024 Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 3

Current Report

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) July 30, 2024 (July 29, 2024) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction of incorporation) (Commissio

Certificate of Designations of 7.000% Fixed Rate Reset Noncumulative Preferred Stock, Series DD, of Citigroup Inc.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 7.000% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES DD OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of

Deposit Agreement, dated July 30, 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 7.000% Fixed Rate Reset Noncumulative Preferred Stock, Series DD of Citigroup Inc.

Exhibit 4.1 Execution Version DEPOSIT AGREEMENT Dated July 30, 2024 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 7.000% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES DD TABLE OF CONTENTS Page ARTICLE 1 DEFINITIO

CEO COMMENTARY

Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) July 12, 2024 SECOND QUARTER 2024 RESULTS AND KEY METRICS CEO COMMENTARY Citi CEO Jane Fraser said, “Our results show the progress we are making in executing our strategy and the benefit of our diversified business model. We achieved positive operating leverage with revenue up 4% and a 2% decline in expenses. Services continued to grow, d

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

Exhibit 99.3 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

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) July 12, 2024 Citigroup Inc. (Exac

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) July 12, 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) (

19 - 20

Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 2Q24 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Operating Segment, Reporting Unit, and Component—Net Revenues and Income 4 Services 5 Markets 6 Banking 7 U.S. Personal Banking (USPB) 8 Metrics 9 Wealth 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divestitu

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

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

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) July 10, 2024 Citigroup Inc. (Exac

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) July 10, 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) (

UNITED STATES OF AMERICA DEPARTMENT OF THE TREASURY OFFICE OF THE COMPTROLLER OF THE CURRENCY

Exhibit 99.3 UNITED STATES OF AMERICA DEPARTMENT OF THE TREASURY OFFICE OF THE COMPTROLLER OF THE CURRENCY In the Matter of: ) ) Citibank, National Association ) AA-ENF-2024-51 Sioux Falls, South Dakota ) ) CONSENT ORDER WHEREAS, the Office of the Comptroller of the Currency (“OCC”) has supervisory authority over Citibank, National Association, Sioux Falls, South Dakota (“Bank”); WHEREAS, the OCC

UNITED STATES OF AMERICA DEPARTMENT OF THE TREASURY OFFICE OF THE COMPTROLLER OF THE CURRENCY

Exhibit 99.4 UNITED STATES OF AMERICA DEPARTMENT OF THE TREASURY OFFICE OF THE COMPTROLLER OF THE CURRENCY In the Matter of: ) ) Citibank, National Association ) AMENDS AA-EC-2020-64 Sioux Falls, South Dakota ) ) AMENDMENT TO THE OCTOBER 7, 2020 CONSENT ORDER The Comptroller of the Currency (“Comptroller”) and Citibank, National Association, Sioux Falls, South Dakota (“Bank”) hereby agree to the f

2

388 Greenwich Street New York, NY 10013 July 10, 2024 VIA EDGAR CORRESPONDENCE Mr.

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.

Exhibit 99.2 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. Docket No. 24-017-CMP-HC In the Matter of Order of Assessment of a Civil CITIGROUP INC. Money Penalty Issued Upon New York, New York Consent Pursuant to the Federal Deposit Insurance Act, as amended WHEREAS, Citigroup Inc. (“Citigroup”) is a registered bank holding company that owns a

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

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

Financial Statements and Exhibits, Other Events

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) June 28, 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission File No. 1-9924

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission File No. 1-9924 A.Full title of the plan and the address of the plan, if different from that of the issuer named below: CITI RETIREMENT SAVINGS PLAN FOR PUERTO RICO Plans Administratio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission File No. 1-9924

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission File No. 1-9924 A.Full title of the plan and the address of the plan, if different from that of the issuer named below: CITI RETIREMENT SAVINGS PLAN Plans Administration Committee 388

Title of each class

Exhibit 99.01 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 guarant

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01 June 11, 2024 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offering of $2,500,000,000 5.449% Fixed Rate / Floating Rate Callable Senior Notes due June 11, 2035 of the Company (the “Securities”) pursuant

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) June 11, 2024 Citigroup Inc. (Exac

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) June 11, 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) (

Terms Agreement, dated June 4, 2024, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s 5.449% Fixed Rate / Floating Rate Callable Senior Notes due June 11, 2035.

EX-1.01 Exhibit 1.01 Execution Version TERMS AGREEMENT June 4, 2024 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,500,000,000 aggregate principal amount of its 5.449% Fixed Rate / Floating Rate Notes Due 2035 (the “Securities

Form of Note for the Company’s 5.449% Fixed Rate / Floating Rate Callable Senior Notes due June 11, 2035.

EX-4.01 Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and n

Restated Certificate of Incorporation of Citigroup Inc., as amended, as in effect on the date hereof.

Exhibit 4.2 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name

As filed with the Securities and Exchange Commission on June 4, 2024

As filed with the Securities and Exchange Commission on June 4, 2024 Registration No.

Limited Power of Attorney of the Directors of the Registrant

Exhibit 24.1 Limited Power of Attorney (Form S-8) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (“the Company”), does hereby constitute and appoint each of Jane Fraser, Mark A. L. Mason, and Brent J. McIntosh the true and lawful attorney-in-fact and agent of the undersigned, to do or cause to be done any and all acts and things and t

Restated Certificate of Incorporation of Citigroup Inc., as amended, as in effect on the date hereof

Exhibit 4.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Citigroup Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per sh

Limited Power of Attorney of the Directors of the Registrant

Exhibit 24.1 Limited Power of Attorney (Form S-8) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (“the Company”), does hereby constitute and appoint each of Jane Fraser, Mark A. L. Mason, and Brent J. McIntosh the true and lawful attorney-in-fact and agent of the undersigned, to do or cause to be done any and all acts and things and t

As filed with the Securities and Exchange Commission on June 4, 2024

As filed with the Securities and Exchange Commission on June 4, 2024 Registration No.

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Citigroup Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per sh

Title of each class

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

Underwriting Agreement, dated May 21, 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 7.125% Fixed Rate Reset Noncumulative Preferred Stock, Series CC, of Citigroup Inc.

EX-1.1 Exhibit 1.1 1,750,000 Depositary Shares Each Representing a 1/25th Interest in a Share of 7.125% Fixed Rate Reset Noncumulative Preferred Stock, Series CC ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York May 21, 2024 Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Greenwich

Deposit Agreement, dated May 29, 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 7.125% Fixed Rate Reset Noncumulative Preferred Stock, Series CC of Citigroup Inc.

EX-4.1 Exhibit 4.1 DEPOSIT AGREEMENT Dated May 29, 2024 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 7.125% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES CC TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 ARTICLE

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) May 29, 2024 ( May 28, 2024 ) Citi

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) May 29, 2024 ( May 28, 2024 ) Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other jurisdiction (Commission (IRS Employer of

Certificate of Designations of 7.125% Fixed Rate Reset Noncumulative Preferred Stock, Series CC, of Citigroup Inc.

EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 7.125% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES CC OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certifi

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended March 31, 2024 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each h

Restated Certificate of Incorporation of Citigroup, as amended, as in effect on the date hereof.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name

Subsidiary Issuers of Guaranteed Securities

Exhibit 22 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc.

Citi Discretionary Incentive and Retention Award Plan (as Amended and Restated Effective as of January 1, 2024).

Exhibit 10.01 CITI DISCRETIONARY INCENTIVE AND RETENTION AWARD PLAN Amended and Restated Effective as of January 1, 2024 PREAMBLE The purpose of the Plan is to reward and retain Eligible Employees through discretionary incentive and/or retention awards under the terms and conditions described in the Plan. Awards under the Plan may be contingent upon the Company's performance, an Eligible Employee'

Citigroup Inc. Deferred Cash Award Plan (as Amended and Restated Effective as of January 1, 2024).

Exhibit 10.02 CITIGROUP INC. DEFERRED CASH AWARD PLAN (as Amended and Restated Effective as of January 1, 2024) CITIGROUP INC. DEFERRED CASH AWARD PLAN PURPOSE Citigroup Inc. has adopted this Citigroup Inc. Deferred Cash Award Plan, as amended and restated effective as of January 1, 2024 (the “Plan”), for certain eligible employees of the Company in order to provide such eligible employees with a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9924 Citigroup Inc

Form of Citigroup Inc. Performance Share Unit Award Agreement (

Exhibit 10.04 Citigroup Inc. Performance Share Unit Award Agreement Summary Citigroup Inc. (“Citigroup”) hereby grants to {NAME} (the “Participant” or "you") the performance share unit award (the “Award”) summarized below. For the Award to be effective, you must accept below acknowledging that you have received and read this Award Agreement, including the Terms and Conditions set forth following t

By-laws of Citigroup Inc., as amended, as in effect on the date hereof, incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 3, 2024 (File No. 001-09924).

Exhibit 3.2 BY-LAWS OF CITIGROUP INC. As amended effective May 1, 2024 BY-LAWS OF CITIGROUP INC. ARTICLE I LOCATION SECTION 1. The location of the registered office of the Company in Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. The Company shall, in addition to the registered office in the State of Delaware, establish and maintain an office withi

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

List of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934, formatted in Inline XBRL.

Exhibit 99.01 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 guarant

Employment Termination Notice and Non-Solicitation Policy for U.S. Employees, effective April

Exhibit 10.03 Employment Termination Notice and Nonsolicitation Policy for U.S. Employees (“Garden Leave”) Table of Contents 1 OVERVIEW 1 1.1 INTRODUCTION 1 1.2 POLICY PRINCIPLES 1 1.3 KEY REQUIREMENTS 1 1.4 EFFECTIVE DATE / TRANSITION PERIOD 1 2 GOVERNANCE 2 2.1 BOARD APPROVAL 2 2.2 GOVERNANCE COMMITTEES 2 3 POLICY PROVISIONS 2 3.1 OVERVIEW 2 3.2 COVERED EMPLOYEES 2 3.3 EMPLOYEE DECISION TO END E

Citigroup 2019 Stock Incentive Plan (as amended and restated as of April 30, 2024).

Exhibit 10.1 Citigroup 2019 Stock Incentive Plan (As Amended and Restated as of April 30, 2024) 1. Purpose The purposes of the Citigroup 2019 Stock Incentive Plan (as amended from time to time, the “Plan”) are to (i) align incentive compensation programs with the Company’s long-term business objectives and the interests of stockholders; (ii) attract and retain Employees by providing compensation o

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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) April 30, 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)

Opinion of Karen Wang, Esq.

EX-5.01 Exhibit 5.01 April 29, 2024 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offering of C$1,000,000,000 5.070% Fixed Rate / Floating Rate Callable Senior Notes due April 29, 2028 of the Company (the “Securities”) pursu

Terms Agreement, dated April 22, 2024, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s 5.070% Fixed Rate / Floating Rate Callable Senior Notes due April 29, 2028.

EX-1.01 Exhibit 1.01 Execution Version TERMS AGREEMENT April 22, 2024 Citigroup Inc. 388 Greenwich Street New York, New York 10013 Attention: Assistant Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell C$1,000,000,000 aggregate principal amount of its 5.070% Fixed Rate / Floating Rate Notes Due 2028 (the “Securitie

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) April 29, 2024 Citigroup Inc. (Exa

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) April 29, 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)

Form of Note for the Company’s 5.070% Fixed Rate / Floating Rate Callable Senior Notes due April 29, 2028.

Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transf

Title of each class

Exhibit 99.01 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 guarant

19 - 20

Exhibit 99.2 CITIGROUP—QUARTERLY FINANCIAL DATA SUPPLEMENT 1Q24 Page Citigroup Financial Summary 1 Consolidated Statement of Income 2 Consolidated Balance Sheet 3 Operating Segment, Reporting Unit, and Component—Net Revenues and Income 4 Services 5 Markets 6 Banking 7 U.S. Personal Banking (USPB) 8 Metrics 9 Wealth 10 All Other 11 Legacy Franchises 12 Corporate/Other 13 Reconciling Items—Divestitu

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) April 12, 2024 Citigroup Inc. (Exa

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) April 12, 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)

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

Exhibit 99.3 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

CEO COMMENTARY

Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) April 12, 2024 FIRST QUARTER 2024 RESULTS AND KEY METRICS CEO COMMENTARY Citi CEO Jane Fraser said, “Last month marked the end to the organizational simplification we announced in September. The result is a cleaner, simpler management structure that fully aligns to and facilitates our strategy. It will also help us execute our Transformat

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: Citigroup Inc. Name of persons relying on exemption: National Center for Public Policy Research Address of persons relying on exemption: 2005 Massachusetts Ave. N.W., Washington, D.C 20036 Written materials are submitted pursuant to Rule 14a-6(g) (1

United States Securities and Exchange Commission Washington, D.C. 20549 Notice of Exempt Solicitation Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Citigroup Inc. Name of persons relying on exemption: Sisters of St. Joseph of Peace Address of persons relying on exemption: Investor Advocates for Social Justice, 40 S Fullerton Ave, Montclair, NJ 07042 Written materials are submitted pursuant to R

BVN / Compañía de Minas Buenaventura S.A.A. - Depositary Receipt (Common Stock) / CITIGROUP INC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Compania de Minas Buenaventura S.A.A. (Buenaventura Mining Company Inc.) (Name of Issuer) American Depository Shares (Title of Class of Securities) 20444

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: Citigroup Inc Name of persons relying on exemption: Inspire Investing, LLC Address of persons relying on exemption: 3597 E Monarch Sky Ln, Suite 330, Meridian, ID 83646 As over 100 investors and financial professionals, serving thousands of clients

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 12, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Conclusion

NOTICE OF EXEMPT SOLICITATION SUBMITTED BY NON-MANAGEMENT U.S. Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation under Rule 14a-103 Name of Registrant: Citigroup Inc. Name of person relying on exemption: Bowyer Research Address of person relying on exemption: P.O. Box 120, McKeesport, PA 15135 Vote Yes: Proposal 9 – Report on Risks of Politicized De-banking Bowy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Certificate of Designations of 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB, of Citigroup Inc.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 7.200% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES BB OF CITIGROUP INC. pursuant to Section 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of

Current Report

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) (Commissio

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.

Exhibit 4.1 DEPOSIT AGREEMENT Dated March 6, 2024 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 7.200% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES BB TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 ARTICLE 2 FOR