CITIGROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

For the transition period from to

Commission file number 1-9924

Citigroup Inc.

(Exact name of registrant as specified in its charter)

(212)559-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.01

Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x Noo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yeso No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yeso

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ Nox

The aggregate market value of Citigroup Inc. common stock held by non-affiliates of Citigroup Inc. on June 30, 2025 was approximately $156.2 billion.

Number of shares of Citigroup Inc. common stock outstanding on January 31, 2026:1,749,319,009

Documents Incorporated by Reference: Portions of the registrant’s proxy statement for the annual meeting of stockholders scheduled to be held on May 20, 2026 are incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III.

Available online at www.citigroup.com

FORM 10-K CROSS-REFERENCE INDEX

CITIGROUP’S 2025 ANNUAL REPORT ON FORM 10-K

OVERVIEW

Citigroup’s history dates back to the founding of the City Bank of New York in 1812.

Citigroup is a global diversified financial services holding company whose businesses provide consumers, corporations, governments and institutions with a broad, yet focused, range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. Citi does business in nearly 160 countries and jurisdictions.

Citi’s vision is to be the preeminent banking partner for institutions with cross-border needs, a global leader in wealth management and a valued personal bank in the U.S.

Throughout this report, “Citigroup,” “Citi” and “the Company” refer to Citigroup Inc. and its consolidated subsidiaries. All “Note” references correspond to the Notes to the Consolidated Financial Statements herein, unless otherwise indicated.

For a list of certain terms and acronyms used in this Annual Report on Form 10-K and other Citigroup presentations, see “Glossary of Terms and Acronyms” at the end of this report.

Additional Information

Additional information about Citigroup is available on Citi’s website at www.citigroup.com. Citigroup’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, as well as other filings with the U.S. Securities and Exchange Commission (SEC) are available free of charge through Citi’s website by clicking on “SEC Filings” under the “Investors” tab. The SEC’s website also contains these filings and other information regarding Citi at www.sec.gov.

For a discussion of 2024 versus 2023 results of operations of Services, Markets, Banking, Wealth, U.S. Personal Banking and All Other, see each respective business’s results of operations in Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 Annual Report on Form 10-K).

Presentation Changes

Changes in presentation have been made, including the following:

•Effective July 1, 2025, gains and losses on certain economic and qualifying hedging derivatives, foreign currency transaction gains and losses related to non-U.S. dollar debt and certain foreign operations that designate the U.S. dollar as their functional currency in countries with highly inflationary economies reported within Services, Markets, Banking and All Other—Corporate Other, which were previously presented within Other revenue, are now presented within Principal transactions. Prior periods were conformed to reflect this change in presentation.

•Effective July 1, 2025, certain predominantly variable expenses incurred in ongoing support of products and services, which were previously presented within Other operating expenses and Transactional and tax charges, are now aggregated and presented within a new expenses category, Transactional and product servicing (see “Glossary” below for definition). Additionally, certain non-income tax charges incurred, which were previously presented within Transactional and tax charges and do not align with the redefined Transactional and product servicing, are now presented within Other operating. Prior periods were conformed to reflect this change in presentation.

•Effective January 1, 2025, certain transaction processing fees paid by Citi, primarily to credit card networks, reported within U.S. Personal Banking (USPB), Services, Wealth and All Other—Legacy Franchises (Mexico Consumer/SBMM and Asia Consumer), which were previously presented within Other operating expenses, are now presented as contra-revenue within Commissions and fees reported in Non-interest revenue. Prior periods were conformed to reflect this change in presentation.

•Effective January 1, 2025, USPB changed its reporting for certain installment lending products that were transferred from Retail Banking to Branded Cards to reflect where these products are managed. Prior periods were conformed to reflect this change in presentation.

Please see “Risk Factors” below for a discussion of material risks and uncertainties that could impact Citi’s businesses, results of operations and financial condition.

Non-GAAP Financial Measures

Citi prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP) and also presents certain non-GAAP financial measures (non-GAAP measures) that exclude certain items or otherwise include components that differ from the most directly comparable measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures are not intended to be a substitute for GAAP financial measures and may not be defined or calculated the same way as non-GAAP measures with similar names used by other companies.

Citi’s non-GAAP financial measures in this Form 10-K include the following:

•Revenues excluding the loss on sale due to the held-for-sale accounting treatment related to Citi’s plan to sell AO Citibank (which was sold on February 18, 2026) in Russia (the Russia-related notable item)

•Expenses excluding a goodwill impairment related to Citi’s agreement to sell a 25% equity stake in Grupo Financiero Banamex, S.A. de C.V. (Banamex) (the Banamex-related notable item)

•Net income and diluted earnings per share (EPS), excluding revenue and expense notable items

•Banking and Corporate Lending revenues excluding gain (loss) on loan hedges

•All Other(managed basis), excluding divestiture-related impacts

•Tangible common equity (TCE), return on tangible common equity (RoTCE) and tangible book value per share (TBVPS)

•Non-Marketsnet interest income

The following are details for the above non-GAAP financial measures:

•Citi’s revenues excluding the Russia-related notable item represent as reported, or GAAP, financial results less this notable item. Citi believes its results excluding the Russia-related notable item are useful to investors, industry analysts and others in evaluating Citi’s results of operations and comparing its operational performance between periods, by providing a meaningful depiction of the underlying fundamentals of period-to-period operating results, particularly given the outsized impact of the item, as well as additional comparability to peer companies.

•Citi’s expenses excluding the Banamex-related notable item represent as reported, or GAAP, financial results less this notable item, within All Other—Legacy Franchises. For more information on this notable item, see “Executive Summary” and “All Other—Managed Basis—Legacy Franchises (Managed Basis)” below.

•Citi’s net income and diluted EPS excluding the Russia-related and Banamex-related notable items represent as reported, or GAAP, financial results adjusted for these two notable items. Citi’s expenses excluding the Banamex-related notable item represent as reported, or GAAP, financial results less the Banamex-related notable item. Citi believes its results excluding the Russia-related and Banamex-related notable items are useful to investors, industry analysts and others in evaluating Citi’s results of operations and comparing its operational performance between periods, by providing a meaningful depiction of the underlying fundamentals of period-to-period operating results, particularly given the outsized impact of these items, as well as additional comparability to peer companies.

•Citi’s All Other results excluding divestiture-related impacts represent as reported, or GAAP, financial results less the items incurred and recognized that are wholly and necessarily a consequence of actions taken to sell (including through a public offering), dispose of or wind down business activities associated with Citi’s previously announced exit markets within All Other—Legacy Franchises. Additionally, Citi’s Chief Executive Officer, its chief operating decision maker, regularly reviews financial information for All Otheron a managed basis that excludes these divestiture-related impacts. For more information on Citi’s results excluding divestiture-related impacts, see “Executive Summary” and “All Other—Divestiture-Related Impacts (Reconciling Items)” below.

•For more information on Banking and Corporate Lending revenues excluding gain (loss) on loan hedges, see “Executive Summary” and “Banking” below. Citi believes that Banking and Corporate Lending revenues excluding gain (loss) on loan hedges are useful to investors, industry analysts and others because the gain (loss) on loan hedges are independent of Banking and Corporate Lending’s core operations and not indicative of the performance of the business operations.

•For more information on TCE, RoTCE and TBVPS, see “Capital Resources—Tangible Common Equity, Book Value Per Share, Tangible Book Value Per Share and Return on Equity” below. TCE, RoTCE and TBVPS are used by management, as well as investors, industry analysts and others, in assessing Citi’s use of equity. Citi believes TCE and RoTCE are useful to investors, industry analysts and others by providing alternative measures of capital strength and performance. Citi believes TBVPS provides additional useful information about the level of tangible assets in relation to Citi’s outstanding shares of common stock.

•For more information on non-Marketsnet interest income, see “Market Risk—Non-Markets Net Interest Income” below. Management uses non-Markets net interest income to assess the performance of Citi’s non-Markets lending, investing (including asset-liability management) and deposit-raising activities, apart from any volatility associated with such Markets’ activities. Citi believes the use of this non-GAAP measure provides investors, industry analysts and others with an alternative measure to analyze the net interest income trends of Citi’s lending, investing and deposit-raising activities, by providing a meaningful depiction of the underlying fundamentals of period-to-period operating results of those activities; improved visibility into management decisions and their impacts on operational performance; and additional comparability to peer companies.

•Included in Citi’s reported revenues was an immaterial increase in divestiture-related revenues of ($176) million in the current year, primarily related to Citi’s Poland consumer banking business, compared to aggregate divestiture-related revenues of $26 million in the prior year. Accordingly, Citi is not adjusting for these immaterial amounts.

Citigroup is managed pursuant to five reportable business segments (segments), also referred to as Citi’s “five businesses”: Services, Markets, Banking, Wealth and U.S. Personal Banking. Activities not assigned to the segments are included in All Other. For additional information, see the results of operations for each of the segments and All Other within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

Note: Mexico is included in Latin America (LATAM) within International.

(1)Fixed Income Markets consists of the Rates and Currencies and Spread Products and Other Fixed Income sub-businesses; Equity Markets consists of the Equity Derivatives, Equity Cash and Prime Services sub-businesses.

(2)Investment Banking consists of the Debt Capital Markets (DCM), Equity Capital Markets (ECM) and Advisory sub-businesses.

(3)Mexico Consumer/SBMM operates primarily through Grupo Financiero Banamex, S.A. de C.V. (Banamex) and its consolidated subsidiaries. Mexico Consumer/SBMM results of operations and certain balance sheet information are presented in a managerial view in this Form 10-K and include certain intercompany allocations, managerial charges and offshore expenses that reflect the Mexico Consumer/SBMM operations as a component of Citi’s consolidated operations, and are not intended to reflect, and may differ significantly from, Banamex’s results and operations as a standalone legal entity. For additional information, see “All Other—Managed Basis—Legacy Franchises (Managed Basis)” below.

(4)Primarily represents the two remaining exit countries (Poland and Korea).

(5)Within International, Citi is organized into six clusters: United Kingdom; Japan, Asia North and Australia (JANA); LATAM; Asia South; Europe; and Middle East, Africa and Russia (MEA). Although the chief operating decision maker (CODM) does not manage Citi’s segments and All Other by cluster, Citi provides additional selected financial information (revenue and certain corporate credit metrics) below for the six clusters within International.

Effective as of the first quarter of 2026, Citi transferred its Retail Banking business from USPBto Wealth, and the remaining USPB businesses, including Branded Cards and Retail Services, were integrated into a new U.S. Consumer Cards (USCC) segment. The following chart details Citi’s segments and their lines of business as of the first quarter of 2026:

Note: Mexico is included in Latin America (LATAM) within International.

(1)Fixed Income Markets consists of the Rates and Currencies and Spread Products and Other Fixed Income sub-businesses; Equity Markets consists of the Equity Derivatives, Equity Cash and Prime Services sub-businesses.

(2)Investment Banking consists of the Debt Capital Markets (DCM), Equity Capital Markets (ECM) and Advisory sub-businesses.

(3)Mexico Consumer/SBMM operates primarily through Grupo Financiero Banamex, S.A. de C.V. (Banamex) and its consolidated subsidiaries. Mexico Consumer/SBMM results of operations and certain balance sheet information are presented in a managerial view in this Form 10-K and include certain intercompany allocations, managerial charges and offshore expenses that reflect the Mexico Consumer/SBMM operations as a component of Citi’s consolidated operations, and are not intended to reflect, and may differ significantly from, Banamex’s results and operations as a standalone legal entity. For additional information, see “All Other—Managed Basis—Legacy Franchises (Managed Basis)” below.

(4)Primarily represents the remaining two exit countries (Poland and Korea).

(5)Within International, Citi is organized into six clusters: United Kingdom; Japan, Asia North and Australia (JANA); LATAM; Asia South; Europe; and Middle East, Africa and Russia (MEA). Although the chief operating decision maker (CODM) does not manage Citi’s segments and All Other by cluster, Citi provides additional selected financial information (revenue and certain corporate credit metrics) below for the six clusters within International.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY

As described further throughout this Executive Summary, Citi demonstrated improved business performance and made significant progress on its strategic priorities in 2025 and early 2026:

•Citi and its five businesses each achieved positive operating leverage for 2025 for the second consecutive year. Citi’s positive operating leverage in 2025 was driven by revenue growth of 6% and disciplined expense management, with expenses up 3%.

•Citi returned $17.6 billion to common shareholders in the form of share repurchases ($13.3 billion) under its multiyear $20 billion common stock repurchase program and dividends ($4.3 billion). Citi will continue to assess the level of common share repurchases on a quarter-by-quarter basis.

•Citi continued to advance its transformation, with over 80% of transformation programs now at or nearly at Citi’s target state. Additionally, in December 2025, the OCC terminated its July 2024 amendment to Citibank’s 2020 Consent Order (see “Citi’s Multiyear Transformation” below).

•Citi continued to make progress on its remaining divestitures, including completing the sale of a 25% equity stake in Banamex in 2025 and signing and closing the sale of AO Citibank in Russia to Renaissance Capital (RenCap) on February 18, 2026. For additional information about the sale of AO Citibank and its impacts, see “Recent Developments” and “Managing Global Risk—Other Risks—Country Risk—Russia” below.

2025 Results Summary

Citigroup

Citigroup reported net income of $14.3 billion, or $6.99 per share. This compared to net income of $12.7 billion, or $5.94 per share in the prior year. Results in 2025 included two notable items:

•Russia-related notable item: revenues included a $1.2 billion ($1.1 billion after-tax) loss on sale related to the held-for-sale accounting treatment related to Citi’s plan to sell AO Citibank in Russia (which was sold on February 18, 2026)

•Banamex-related notable item: expenses included a goodwill impairment of $726 million ($714 million after-tax) related to Citi’s agreement to sell a 25% equity stake in Grupo Financiero Banamex, S.A. de C.V. (Banamex)

Excluding the Russia-related notable item and the Banamex-related notable item, net income was $16.1 billion, or $7.97 per share.

Net income increased 13% versus the prior year, driven by higher revenues, partially offset by higher expenses, a higher effective tax rate and higher provisions for credit losses. Citigroup’s effective tax rate was 27% in 2025 versus 25% in the prior year, driven by the limited tax benefit of the Russia-related and Banamex-related notable items.

Citigroup revenues of $85.2 billion in 2025 increased 6% on a reported basis, driven by an increase in net interest income, up 11%, partially offset by lower non-interest revenue, down 4%. The increase in net interest income reflected higher net interest income in Markets, Services, USPB and Wealth, partially offset by lower net interest income in All Other (managed basis) and Banking. The decrease in non-interest revenue was driven by declines in All Other(managed basis), Markets and USPB, largely offset by Banking, Wealth and Services. Excluding the Russia-related notable item, revenues were $86.4 billion.

Citigroup’s average loans in 2025 were $716 billion, up 5% versus the prior year, largely driven by loan growth in Markets, USPB and Services. For additional information about Citi’s average loans by business, including drivers and loan trends, see each business’s results of operations and “Loans Outstanding” below.

Citigroup’s average deposits in 2025 were approximately $1.4 trillion, up 4% versus the prior year, primarily driven by an increase in Services. For additional information about Citi’s average deposits by business, including drivers and deposit trends, see each respective business’s results of operations and “Liquidity Risk—Deposits” below.

Expenses

Citigroup’s operating expenses of $55.1 billion increased 3% from the prior year, driven by higher compensation and benefits, the Banamex-related notable item, higher technology and communications and higher transactional and product servicing expenses, partially offset by lower deposit insurance expenses and restructuring charges. The increase in compensation and benefits was driven by performance-related compensation and higher severance. The increase in technology and communication was driven by continued investments in transformation and businesses. The increase in transactional and product servicing was driven by higher volumes in USPB, Markets and Wealth, partially offset by All Other. Excluding the Banamex-related notable item, expenses were $54.4 billion. For additional information on Citi’s transformation investments, see “Citi’s Multiyear Transformation” below.

Provisions

Citi’s total provisions for credit losses and for benefits and claims were $10.3 billion, reflecting net credit losses of $9.1 billion and a net allowance for credit losses (ACL) build of $1.2 billion.

Net credit losses were up 1% from the prior year, driven by increases in Legacy Franchises in All Other, largely offset by decreases in USPB. The net ACL build was driven by changes in the macroeconomic outlook and transfer risk.

Citi’s total provisions for credit losses and for benefits and claims in the prior year were $10.1 billion, reflecting net credit losses of $9.0 billion and a net ACL build of $1.1 billion, driven by changes in credit quality, higher net lending activity and transfer risk, partially offset by changes in the macroeconomic outlook.

For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates—Citi’s Allowance for Credit Losses (ACL)” below.

For additional information on Citi’s consumer and corporate provisions, see each respective segment’s and All Other’s results of operations and “Credit Risk” below.

Capital

Citigroup’s Common Equity Tier 1 (CET1) Capital ratio was 13.2% as of December 31, 2025, compared to 13.6% as of December 31, 2024, based on the Basel III Standardized Approach for determining risk weighted assets (RWA). The decrease was primarily driven by common share repurchases, an increase in RWA and the payment of common and preferred dividends, partially offset by net income and net beneficial movements in Accumulated other comprehensive income (AOCI).

In 2025, Citi repurchased $13.3 billion of common shares and paid $4.3 billion of common dividends (see “Unregistered Sales of Equity Securities, Repurchases of Equity Securities and Dividends” below).

Citigroup’s Supplementary Leverage ratio as of December 31, 2025 was 5.5%, compared to 5.8% as of December 31, 2024. The decrease was driven by an increase in Total Leverage Exposure, partially offset by an increase in Tier 1 Capital. For additional information on Citi’s capital ratios and related components, see “Capital Resources” below. For additional information on capital-related risks, trends and uncertainties, see “Capital Resources—Regulatory Capital Standards and Developments” and “Risk Factors—Strategic Risks,” “—Operational Risks” and “—Compliance Risks” below.

For information on the results of operations for 2025 for each of Citi’s segments and All Other, see “Services,” “Markets,” “Banking,” “Wealth,” “USPB” and “All Other—Managed Basis” below.

Macroeconomic and Other Risks and Uncertainties

Various macroeconomic, geopolitical and regulatory factors have contributed to economic uncertainties in the U.S. and globally, including, but not limited to, those related to various geopolitical challenges, tensions and conflicts; changes in U.S. laws or policies, including those related to trade and tariffs; and lower interest rates. These factors could adversely affect economic growth, unemployment and inflation in the U.S. and other countries and result in volatility and disruptions in financial markets. Such risks and uncertainties could adversely impact Citi’s clients, customers, businesses, funding costs, provisions and overall results of operations and financial condition during 2026.

For a further discussion of trends, uncertainties and risks that will or could impact Citi’s segments and All Other, results of operations, capital and other financial condition during 2026, see each respective segment’s and All Other’s results of operations, “Risk Factors” and “Managing Global Risk,” including “Managing Global Risk—Other Risks—Country Risk—Argentina” below.

CITI’S MULTIYEAR TRANSFORMATION

As previously disclosed, Citi’s transformation, including the remediation of its consent orders with the FRB and OCC, is a multiyear endeavor that is not linear. Citi is modernizing and simplifying the Company in order to lead in a dynamic, competitive and digital world. Citi’s transformation goes beyond remedying regulatory concerns to intentionally transform how the organization operates, and makes investments that not only support current needs, but also benefit the Company over the long term.

Citi’s transformation target outcomes remain focused on changing its business and operating models such that they simultaneously:

•further strengthen controls, enhance data quality and governance, reduce risk and continue to improve Citi’s regulatory compliance and its culture

•enhance Citi’s value to customers, clients and shareholders

Transformation efforts of this scale involve significant complexities and uncertainties, including ongoing regulatory challenges and risks. Citi may continue to experience significant challenges in progressing the transformation and satisfying the regulators’ expectations in both sufficiency and timing, particularly with regard to data quality management related to governance and regulatory reporting. The regulators may also identify additional risk and control issues that could result in further regulatory actions. For additional information about these regulatory risks, see “Risk Factors—Compliance Risks” below.

For additional information on Citi’s transformation progress, investments and governance over the last several years, see “Citi’s Multiyear Transformation” in Citi’s 2024 Annual Report on Form 10-K.

2025 Transformation Progress

Citi continued to make progress on its transformation in 2025. As of December 31, 2025, over 80% of Citi’s transformation programs were at or nearly at the Company’s target state. Progress through 2025 included the following:

•enhanced and implemented automated controls to further mitigate risk of large erroneous payments in over 90 countries

•completed migration of committed corporate loans to Citi’s strategic loans processing platform for North America

•applied technology solutions leveraging AI to support governance of data reported in key regulatory reports

•completed onboarding of wholesale and retail contractual data to two strategic data platforms with built-in controls for accuracy, completeness and timeliness

•continued to optimize, modernize and simplify Citi by retiring or replacing 548 applications during 2025 (representing 9% of all applications)

In 2025, Citi’s transformation-related expenses increased 14% from the prior year to approximately $3.3 billion, largely driven by increased spending on data, as well as on controls. While Citi’s transformation investments will remain significant in 2026 and beyond, Citi expects them to decline over time.

FRB and OCC Consent Orders Compliance

Citi’s transformation efforts include implementation of the October 7, 2020 FRB and OCC Consent Orders issued to Citigroup and Citibank, respectively. The 2020 Consent Orders require Citigroup and Citibank to implement extensive targeted action plans and submit quarterly progress reports on a timely and sufficient basis, detailing the results and status of improvements relating principally to various aspects of:

•enterprise-wide risk management;

•compliance risk management;

•data quality management related to governance; and

•internal controls.

Although there are no restrictions on Citi’s ability to serve its clients, the 2020 OCC Consent Order requires Citibank to obtain prior approval of any significant new acquisition, including any portfolio or business acquisition, excluding ordinary course transactions. For additional information about the requirements under the 2020 Consent Orders, see Citi’s October 9, 2020 Form 8-K.

In 2024 the FRB entered into a Civil Money Penalty Consent Order with Citigroup in the amount of approximately $61 million, having found that Citigroup had ongoing deficiencies related to its data quality management program and inadequate measures for managing and controlling its data quality risks; and the OCC entered into a Civil Money Penalty Consent Order with Citibank, a wholly owned subsidiary of Citigroup, in the amount of $75 million, having found that Citibank had failed to make sufficient and sustainable progress toward achieving compliance with the OCC’s 2020 Consent Order. The OCC and Citibank also entered into an amendment to the October 7, 2020 OCC Consent Order (the Amendment), which the OCC terminated on December 18, 2025. For additional information on the 2024 Consent Orders and the Amendment, see Citi’s July 10, 2024 Form 8-K.

Citi continues to work constructively with the FRB and OCC and provide additional information regarding its plans and progress to both regulators on an ongoing basis.

Transformation Governance

Citi has built an organization and infrastructure to manage, guide and support its transformation, which spans all businesses and functions to ensure consistency. Additionally, the Citigroup and Citibank Boards of Directors each formed a Transformation Oversight Committee, an ad hoc committee of each Board, to provide oversight of Citi’s efforts to improve its risk and control environment and management’s remediation efforts under the consent orders.

While every member of Citi’s executive management team, or EMT, is involved in the transformation and plays a key, direct role in its implementation, Citi’s CEO has taken a leading role in managing the effort. As part of this effort, Citi’s CEO has assembled a team consisting of long-tenured employees and new hires from across various disciplines and areas of expertise and experience, along with representatives from each of Citi’s businesses and functions, to lead the various transformation programs. Citi is focusing its most senior talent on this effort and has a detailed, integrated approach to execute on the transformation. Citi’s Transformation Steering Committee, chaired by Citi’s CEO, sets the overall direction for the transformation and communicates progress to the Citigroup Board of Directors, as well as seeks input and feedback from the Board.

RECENT DEVELOPMENTS

On February 18, 2026, Citi signed and closed the sale of AO Citibank, Citi’s former Russian subsidiary, to RenCap. The transaction resulted in Citi’s full exit from its operations in Russia and included all remaining businesses, as well as approximately 800 employees. The divestiture of the remaining business operations is expected to provide an estimated benefit to Citi’s Common Equity Tier 1 (CET1) capital in the first quarter of 2026 of approximately $4 billion, primarily driven by the deconsolidation of associated risk-weighted assets, a reduction in disallowed deferred tax assets (DTA) and the release of associated currency translation adjustment (CTA) loss. While a benefit in the first quarter of 2026, the cumulative impact of the $1.6 billion CTA loss is regulatory capital neutral to Citi. For additional information, see “Managing Global Risk—Other Risks—Country Risk—Russia” below and Note 2.