CITIGROUP INC

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**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. )

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Citigroup Inc.

(Name of Registrant as Specified In Its Charter)

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Citigroup Inc.

388 Greenwich Street

New York, New York 10013

March 19, 2024

Dear Stockholder:

We cordially invite you to attend Citi’s 2024 Annual Meeting, which will be held on Tuesday, April 30, 2024, at 9:00 a.m. Eastern Time. This year’s Annual Meeting will be held in a virtual format through a live webcast to facilitate stockholder attendance regardless of location and reduce the carbon footprint of Citi’s activities. Details relating to the Annual Meeting logistics are provided in this 2024 Proxy Statement and at www.virtualshareholdermeeting.com/CITI2024.

At the Annual Meeting, stockholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the Proxy Statement.

Thank you for your support of Citi.

Sincerely,

John C. Dugan

Chair of the Board

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2024 Board Letter to Stockholders

2023 marked the second full year of Citi’s execution of the multi-year strategic and Transformation goals set forth at our last Investor Day, in early 2022. Once again, despite some serious and unforeseen challenges, the Company made significant progress in achieving these goals.

Perhaps the most significant challenge arose from the cluster of bank failures and resolutions that occurred in March 2023, with attendant concerns about the potential for contagion and systemic risk. Here, Citi demonstrated the strength of its diversified business model and prudent risk management. The Company had deliberately managed its interest rate risk to have far lower unrealized losses from the sharp rise in interest rates than those experienced by the banks that failed. It was therefore able to play a central role, along with other large banks, in providing support for the government’s effort to achieve an orderly resolution of the problems, which in turn helped restore depositor confidence across the system. Nevertheless, the bank failures that did occur caused substantial deposit insurance losses, which large banks were required to cover through sharp increases in their deposit insurance premiums, including a $1.5 billion expense for Citi in the fourth quarter of 2023.

In terms of its strategic goals, the Company continued its successful divestitures of the 14 non-U.S. consumer businesses identified at Investor Day. As of the date of this letter, nine of the businesses have been sold; three have been substantially wound down (Korea, Russia, and China); the Mexico consumer business is on track for an initial public offering beginning in 2025; and the Polish consumer business—despite the war in Ukraine—is once again being offered for sale. Taken together, these transactions continue to simplify Citi and significantly reduce headcount and expense.

In the wake of this progress on divestitures, the Company embraced its most significant structural changes since it announced its strategy on Investor Day: it reorganized the firm to focus much more transparently on the five core businesses of Services, Markets, Banking, Wealth, and U.S. Personal Banking, the heads of which now report directly to the CEO. The reorganization also eliminated previous regional structures and unnecessary layers of management, while establishing a centralized Client organization led by a new Chief Client Officer to enhance the focus of all Citi businesses on client service. The new organization is plainly simpler, and its transparency will increase accountability to you, our stockholders, for improved business performance.

As important as these changes are to Citi’s future, their success depends fundamentally on the multi-year Transformation of the Company’s risk and control environment and data architecture—the number one priority of the firm. With most of the planning and foundational work completed in 2021 and 2022, Citi’s focus shifted to execution and improved outcomes in 2023. The Company made substantial progress over the course of the year, as evidenced by the retirement of roughly 390 legacy applications in 2023, thereby simplifying its technology infrastructure and enabling greater focus on more strategic platforms. The Company also launched a SMaRT platform for booking controls in Markets to reduce manual trade entry errors by 85 percent across more than 50 trade order/entry systems.

Notwithstanding this progress, enhanced performance will be necessary to achieve expected improvements in data quality and regulatory reporting, which are key priorities for 2024. The Board is keenly focused on the Transformation receiving the resources necessary for its successful completion.

Turning to business performance, 2023 was mixed. The Services business had a record year; Markets’ performance was solid; and revenues rebounded in U.S. Personal Banking based on significantly increased borrowing in Cards. At the same time, revenues declined for both Wealth and Banking, but for both businesses Citi was able to attract strong new leaders to help improve results going forward.

Overall, the key metric of Total Stockholder Return showed marked improvement year-over-year; the firm met its full year expense guidance; and revenues increased to $78.5 billion. That said, Citi incurred a number of idiosyncratic expenses in the fourth quarter, and the Return on Tangible Common Equity (RoTCE) declined to a disappointing 4.9 percent for the year.

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Looking forward, and taking into account the strategic divestitures, reorganization, and progress on the Transformation, management remains confident that Citi is on track to meet the medium-term financial targets set forth at Investor Day, including achieving an 11-12 percent RoTCE. The Board continues to believe that significantly improving RoTCE in the medium- and longer-term is critical to improving Citi’s Total Stockholder Return—and our oversight of financial performance will continue to be focused on achieving that result.

Thank you for your ongoing support of Citi. Dialogue with stockholders is a fundamental feature of a well-governed organization, and we will continue to make it a priority. Please write with any concerns or suggestions to: Citigroup Inc. Board of Directors, c/o Brent J. McIntosh, Chief Legal Officer and Corporate Secretary, 388 Greenwich Street, New York, NY 10013.

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Notice of Annual Meeting of Stockholders

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

Dear Stockholder:

Citi’s Annual Stockholders’ Meeting will be held on Tuesday, April 30, 2024, at 9:00 a.m. Eastern Time (E.T.) through a virtual meeting platform. Please go to the “Register for Meeting” link at www.proxyvote.com to register for the meeting. Live audio of the 2024 Annual Meeting will be webcast at www.citigroup.com. You or your proxyholder can participate, vote, ask questions, and examine the rules of the meeting at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CITI2024 and using your 16-digit control number. Electronic entry to the meeting will begin at 8:45 a.m. E.T. and the meeting will begin promptly at 9:00 a.m. E.T. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/CITI2024.

At the meeting, stockholders will be asked to: 1. elect the directors listed in Proposal 1, 2. ratify the selection of Citi’s independent registered public accounting firm for 2024, 3. consider an advisory vote to approve our 2023 executive compensation, 4. approve additional shares for, and a term extension and restatement of, the Citigroup 2019 Stock Incentive Plan, 5. act on certain stockholder proposals, each if properly presented, and 6. consider any other business properly brought before the meeting, or any adjournment or postponement thereof, by or at the direction of the Board of Directors.

Citi has utilized the Securities and Exchange Commission (SEC) rule allowing companies to furnish proxy materials to its stockholders over the Internet. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental impact of our 2024 Annual Meeting.

In accordance with this rule, on or about March 19, 2024, we sent to those current stockholders who were stockholders at the close of business on March 4, 2024, a notice of the 2024 Annual Meeting containing aNotice of Internet Availability of Proxy Materials (Notice). The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice.

By order of the Board of Directors,

Brent J. McIntosh

Corporate Secretary

March 19, 2024

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