CITIGROUP INC

**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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Filed by a party other than the Registrant ☐

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Citigroup Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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Citigroup Inc.388 Greenwich StreetNew York, New York 10013 April 2, 2026 Dear Stockholder: We cordially invite you to attend Citi’s 2026 Annual Meeting, which will be held on Wednesday, May 20, 2026, at 2:00 p.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 to reduce the carbon footprint of Citi’s activities. Details relating to the Annual Meeting logistics are provided in this 2026 Proxy Statement and at www.virtualshareholdermeeting.com/CITI2026. As a stockholder, you will have the opportunity to vote on a number of important matters at the Annual Meeting. Your vote is important to us. We encourage you to vote your shares by one of the methods described in the Proxy Statement. Thank you for your support of Citi. Sincerely, Jane Fraser Chair of the Board and Chief Executive Officer, Citigroup Inc.

2026 Board Letter to Stockholders

Citi’s performance improved significantly in 2025. The year brought sustained business momentum, tangible advancements in modernization efforts, significant improvement in the firm’s financial performance, and a thoughtful evolution of our Board leadership.

Citi delivered strong financial results in 2025, including a Total Shareholder Return of approximately 70 percent, which outperformed large-bank peers. Excluding notable items, the firm achieved $86.4 billion in revenue and an 8.8 percent Return on Tangible Common Equity (RoTCE), with all five businesses reporting record annual revenues and positive operating leverage for the second consecutive year. Citi’s stock price surpassed $100 and started trading above tangible book value, demonstrating increasing investor confidence in Citi’s earnings potential. The firm returned over $17.5 billion to stockholders, the highest amount since before the pandemic, and concluded the year with a CET1 capital ratio of 13.2 percent, roughly 160 basis points above its minimum regulatory requirement, providing substantial capacity for growth and continued capital returns.

In the last year, Citi continued to simplify the franchise through the exit of non-core businesses outside the United States. In Mexico, the divestiture of its Banamex subsidiary advanced through an initial 25 percent sale and subsequent agreements for the sale of an additional 24 percent. The firm also reached agreement to sell its consumer business in Poland, and in February 2026, successfully completed the sale of AO Citibank to Renaissance Capital, marking Citi’s full exit from Russia.

The Board remains intently focused on overseeing management’s efforts to modernize infrastructure, standardize and automate core processes, and strengthen data and forecasting capabilities. Over 80 percent of Transformation programs are now at or near their target state, and in December 2025, in light of material progress made, the Office of the Comptroller of the Currency terminated an important 2024 amendment to Citi’s 2020 Consent Order. The Board expects management to continue its critically important work to modernize and build future-ready systems in order to further strengthen Citi for the long term.

The Board also advanced its oversight of Citi’s increasing use of artificial intelligence, focusing on both the realization of immense strategic opportunities and the risks that must be carefully managed. Through regular reporting from management and the work of our Technology and Risk Management Committees, Directors reviewed Citi’s strategy for supporting clients across the rapidly expanding AI ecosystem. We also oversaw the firm’s responsible deployment of AI to strengthen risk management, accelerate decision-making, and enhance client service. Governance and controls over Generative AI have been a particular focus, as Citi scales proprietary tools across the workforce and modernizes core processes. Going forward, the Board’s oversight will concentrate on ensuring that Citi harnesses AI in a manner that reinforces our strategic priorities, but always with strong risk discipline.

Regarding our Board’s leadership, after careful deliberation, we decided in October to elect our CEO, Jane Fraser, as Chair of the Board, and to elect John Dugan in the newly established role of Lead Independent Director. The Board strongly believes that, under Jane’s leadership, the firm is in a fundamentally different and better place than it was when the decision was made in 2009, in the wake of the Great Financial Crisis, to separate the CEO and Chair roles. During Jane’s five-year tenure as CEO, Citi has greatly simplified its business model and operations; made substantial progress on the Transformation, with

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critical improvements to risk management and controls; and returned to steadily improving profitability. In essence, our decision to make our CEO Chair reflects our confidence in the firm's trajectory under Jane’s leadership and the continued clarity of the strategic course she has set. Moreover, the combination of the two roles is the prevailing governance model in the United States for our industry, where all 18 of the largest U.S. banking organizations have a CEO who also serves as Chair.

That said, in making this decision, the Board was mindful of the critical importance of ensuring that the role of Lead Independent Director would be empowered to provide robust independent leadership. As a result, the Board updated Citi’s publicly available Corporate Governance Guidelines to explicitly enumerate the Lead Independent Director’s responsibilities, many of which are comparable to those of an independent Chair – including oversight of the Board self-evaluation process and CEO compensation, and engagement with regulators, investors, and other important stakeholders.

In other Board developments, we welcomed Jonathan Moulds as a Director, whose deep industry, markets, and risk-management background strengthens the Board’s oversight capabilities. And as always, Directors engaged with stockholders and other stakeholders throughout the year to inform our oversight and ensure your perspectives are reflected in Board deliberations.

Citi has entered 2026 with clear momentum, robust capital, and a clearly articulated business model. Your Board will continue to support management’s execution of Citi’s strategy, maintain rigorous oversight of risk management and controls, and stay laser-focused on management achieving its critical goal of improving RoTCE performance. We ask for your support on the items presented in this year’s proxy and are grateful for your continued engagement.

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 Meetingof Stockholders will be held on Wednesday, May 20, 2026, at 2:00 p.m. Eastern Time (E.T.) through a virtual meeting platform. Live audio of the 2026 Annual Meeting will be webcast atwww.citigroup.com. You or your proxyholder can participate, vote, ask questions, and examine the rules ofthe meeting during the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CITI2026 and using your 16-digit control number. Electronic entry to the meeting will begin at 1:45 p.m. E.T. and the meeting will begin promptly at 2:00 p.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/CITI2026.

Citi has utilized the Securities and Exchange Commission (SEC) rule allowing companies to furnish proxy materials to their 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 2026 Annual Meeting.

In accordance with this rule, on April 2, 2026, a notice of the 2026 Annual Meeting containing aNotice of Internet Availability of Proxy Materials (Notice) was sent to current stockholders as of March 23, 2026, the record date for Citi’s 2026 Annual Meeting. 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

April 2, 2026

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