Citigroup Inc. (C) Q2 FY2026 8-K Filings and Company Events

Period covered: October 2025 through August 2026.

Filings that contain financial statements

• 8-K dated October 14, 2025 (accession 0001104659-25-099097), Exhibit 99.1 press release and Exhibit 99.2 Quarterly Financial Data Supplement carry Citigroup's full third-quarter 2025 results tables (consolidated income statement summary, segment results, balance-sheet metrics, capital ratios) for the quarter ended September 30, 2025.
• 8-K dated January 14, 2026 (accession 0001104659-26-003604), Exhibit 99.1 press release and Exhibit 99.2 Quarterly Financial Data Supplement carry results for the quarter and full year ended December 31, 2025.
• Form 10-K dated February 20, 2026 (accession 0000831001-26-000011), full audited consolidated financial statements (income statement, balance sheet, cash flow statement, statement of changes in stockholders' equity, and notes) for the fiscal year ended December 31, 2025.
• 8-K dated April 14, 2026 (accession 0001104659-26-042942), Exhibit 99.1 press release and Exhibit 99.2 Quarterly Financial Data Supplement carry results for the quarter ended March 31, 2026.
• 8-K dated July 14, 2026 (accession 0001104659-26-083383), Exhibit 99.1 press release and Exhibit 99.2 Quarterly Financial Data Supplement carry results for the quarter ended June 30, 2026.
• Form 10-Q dated August 6, 2026 (accession 0000831001-26-000045), unaudited consolidated financial statements (income statement, balance sheet, cash flow statement, and notes) for the quarter ended June 30, 2026, including Note 2 disclosures on the Russia, Poland and Banamex divestitures.
• 8-K dated April 3, 2026 (accession 0001104659-26-039663), Exhibit 99.1 furnishes a recast Historical Quarterly Financial Data Supplement covering the five-year quarterly and annual periods through December 31, 2025, reflecting reporting-segment changes described below; useful for comparability but not a new reporting-period disclosure.

Earnings

• Q3 2025 (announced October 14, 2025; accession 0001104659-25-099097): Net income of $3.8 billion ($1.86 per diluted share) on revenue of $22.1 billion, up 9% year over year, with every business posting record third-quarter revenue. Results included a $726 million pre-tax ($714 million after-tax) goodwill impairment tied to the agreement to sell a 25% equity stake in Grupo Financiero Banamex; excluding that item, net income was $4.5 billion and EPS was $2.24. CET1 ratio was 13.2%; the company returned roughly $6.1 billion to common shareholders via buybacks and dividends during the quarter.
• Q4 and full-year 2025 (announced January 14, 2026; accession 0001104659-26-003604): Fourth-quarter net income was $2.5 billion ($1.19 per diluted share) on revenue of $19.9 billion, up 2% year over year. Results included a $1.2 billion pre-tax ($1.1 billion after-tax) loss on sale tied to held-for-sale accounting for the planned sale of AO Citibank (Russia); excluding that item, net income was $3.6 billion and EPS was $1.81. Full-year 2025 net income was $14.3 billion on revenue of $85.2 billion, versus $12.7 billion on $80.7 billion in 2024. CET1 ratio ended the year at 13.2%, and Citi returned over $17 billion to common shareholders for the year, including roughly $13 billion of share buybacks, the most since the pandemic.
• Q1 2026 (announced April 14, 2026; accession 0001104659-26-042942): Net income of $5.8 billion ($3.06 per diluted share) on revenue of $24.6 billion, up 14% year over year and up 42% in net income, driven by growth across all five core businesses. CET1 ratio fell to 12.7% from 13.2% in the prior quarter. Citi repurchased $6.3 billion of shares during the quarter and management reiterated a 2026 RoTCE target of 10–11%.
• Q2 2026 (announced July 14, 2026; accession 0001104659-26-083383): Net income of $5.8 billion ($3.15 per diluted share) on revenue of $24.8 billion, up 14% year over year and up 45% in net income, management called it Citi's best quarterly revenue in a decade. CET1 ratio was 12.8%, aided in part by the further sale of Banamex shares described below. Citi announced a planned 12% increase to its common dividend and continued repurchases under the $30 billion buyback program approved in May 2026 (see Capital actions).

Capital actions

• Preferred stock issuance, Series HH (December 10, 2025; accession 0001193125-25-314169): Citi filed a Certificate of Designations for 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH, and completed the related underwritten offering of depositary shares (underwriting agreement dated December 3, 2025).
• Preferred stock issuance, Series II (February 3, 2026; accession 0001193125-26-035604): Citi filed a Certificate of Designations for 6.250% Noncumulative Preferred Stock, Series II, and completed the related underwritten offering of depositary shares (underwriting agreement dated January 27, 2026).
• Preferred stock issuance, Series JJ (February 12, 2026; accession 0001193125-26-048689): Citi filed a Certificate of Designations for 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ, and completed the related underwritten offering of depositary shares (underwriting agreement dated February 5, 2026).
• New $30 billion share repurchase program (approved and announced May 7, 2026; accession 0000831001-26-000045, Q2 2026 Form 10-Q, Part II Item 5): Citigroup's board approved a multiyear $30 billion common stock repurchase program, announced May 7, 2026. Citi repurchased $4.0 billion of common shares under the program during the second quarter of 2026, leaving $26.0 billion of remaining capacity at June 30, 2026.
• Dividend increase (disclosed with Q2 2026 earnings, July 14, 2026; accession 0001104659-26-083383): Citi announced a planned 12% increase to its common dividend; the increase was declared July 21, 2026 for the third quarter of 2026, raising the per-share common dividend to $0.67 from $0.60.
• Across the period, Citi's quarterly earnings releases disclosed ongoing common stock repurchases and dividends: roughly $6.1 billion returned in Q3 2025, $5.6 billion in Q4 2025, $7.4 billion in Q1 2026, and $5.0 billion in Q2 2026.

Divestitures, disposals and one portfolio acquisition

• Russia, AO Citibank sale signed and closed (board approval December 29, 2025, accession 0001104659-25-124865; sale closed February 18, 2026, per Citigroup's FY2025 Form 10-K, accession 0000831001-26-000011, and its Q2 2026 Form 10-Q, accession 0000831001-26-000045): Citi's board approved a plan to sell AO Citibank, its remaining Russian banking operations, on December 29, 2025; the business was reclassified as held for sale as of the fourth quarter of 2025, generating a pre-tax loss on sale of approximately $1.2 billion ($1.1 billion after-tax) recognized in that quarter. On February 18, 2026, Citi signed and closed the sale of AO Citibank to Renaissance Capital (RenCap), completing Citi's full exit from Russia and covering all remaining businesses and approximately 800 employees. At closing, AO Citibank had approximately $13.5 billion of assets and $13.7 billion of liabilities. The divestiture provided an estimated ~$4 billion benefit to Citi's CET1 capital ratio in the first quarter of 2026, while a related $1.6 billion currency-translation-adjustment loss was cumulatively regulatory-capital neutral.
• Banamex, first 25% equity stake sale closed (December 15, 2025; accession 0000831001-26-000011): Citi completed the sale of 25% of Grupo Financiero Banamex, S.A. de C.V.'s outstanding common shares (approximately 520 million shares) to CHPAF Holdings, S.A.P.I. de C.V., a company wholly owned by Fernando Chico Pardo and members of his immediate family, at a fixed price-to-book multiple. The agreement had been disclosed alongside Q3 2025 earnings (October 14, 2025) and drove a related $726 million pre-tax goodwill impairment that quarter.
• Banamex, further 22.6% stake sale closed (April 29, 2026; accession 0000831001-26-000045, Q2 2026 Form 10-Q, Note 2): Citi completed the sale of an additional 22.6% of Banamex's outstanding common stock to institutional investors and family offices, part of those investors' committed purchase of a 24% stake (approximately 470 million shares) at a fixed price of approximately MXN 43 billion. Citi received approximately $2.3 billion of cash consideration; the remaining 1.4% of the committed 24% stake was expected to close in the third quarter of 2026. This tranche was named as a driver of Citi's CET1 ratio increase to 12.8% in the Q2 2026 earnings release (July 14, 2026, accession 0001104659-26-083383).
• Poland, consumer banking business sale completed (June 12, 2026; accession 0000831001-26-000045, Q2 2026 Form 10-Q, Note 2): Citi completed the sale of its Poland consumer banking business, which had approximately $5.9 billion of assets and $5.7 billion of liabilities. The sale resulted in a cumulative pretax loss on sale, since 2025, of approximately $160 million ($125 million after-tax). The sale agreement itself had been referenced in earlier 2025 disclosures.
• American Airlines co-branded card portfolio acquisition completed (April 2026; accession 0000831001-26-000045, Q2 2026 Form 10-Q): Citi completed the acquisition of the additional American Airlines co-branded card portfolio, comprising approximately $6.6 billion of loans across more than 2 million accounts, making Citi American Airlines' exclusive credit card issuing partner. No purchase price was disclosed. The acquisition increased Citi's total allowance for credit losses and consumer loan balances in the second quarter of 2026.
• Reporting/segment realignment (April 3, 2026; accession 0001104659-26-039663): Effective with first-quarter 2026 reporting, Citi transferred its Retail Banking business from U.S. Personal Banking (USPB) into the Wealth segment and integrated the remaining USPB businesses into a new U.S. Consumer Cards segment. Citi also updated its internal tangible common equity (TCE) and revenue-sharing methodology among the Services, Markets and Banking segments. Prior-period results were recast; consolidated results and TCE were unaffected.

Management and governance

• CEO special equity award and board leadership (October 22, 2025; accession 0001104659-25-101579): The board's Compensation Committee awarded CEO Jane Fraser a one-time equity grant (Restricted Stock Units with a $25 million grant-date value plus 1.055 million stock options, vesting ratably over the third, fourth and fifth anniversaries), citing her leadership of Citi's transformation and simplification strategy. The same filing's referenced press release announced Ms. Fraser's appointment as Chair of Citi's board, with John Dugan as Lead Director.
• CFO transition (November 20, 2025; accession 0001104659-25-114632): The board appointed Gonzalo Luchetti, previously Head of U.S. Personal Banking, as Citi's next Chief Financial Officer, effective in early March 2026. He succeeds Mark A. L. Mason, who moved to the newly created role of Executive Vice Chair of Citi and Senior Executive Advisor to the Chair and CEO.
• 2025 CEO incentive compensation (February 12, 2026; accession 0001104659-26-014378): The Compensation Committee approved 2025 total compensation for CEO Jane Fraser of $42 million ($1.5 million base salary, $6.075 million cash incentive, $14.175 million deferred stock and $20.25 million performance share units). The filing also disclosed that 2025 net income rose 13% and revenue rose 6% year over year, the CET1 ratio was 13.2%, over $17.5 billion was returned to common stockholders during 2025, and the OCC terminated its July 2024 amendment to Citibank's 2020 Consent Order.
• 2026 Annual Meeting results (May 20, 2026; accession 0001104659-26-065155): Stockholders elected all 13 director nominees, ratified KPMG LLP as independent auditor for 2026, approved (on an advisory basis) 2025 executive compensation, and approved an amendment to the 2019 Stock Incentive Plan adding 20 million shares available for grant.

Regulatory note and litigation

Citi's February 12, 2026 disclosure of 2025 CEO compensation states that during 2025 the Office of the Comptroller of the Currency terminated its July 2024 amendment to Citibank's 2020 Consent Order, described by the company as part of continued progress on regulatory compliance. No enforcement action or other regulatory outcome was disclosed in the 8-Ks reviewed for this period.

The Q2 2026 Form 10-Q (accession 0000831001-26-000045, Note 25) discloses two litigation developments dated within the quarter: on June 9, 2026, the court granted preliminary approval of the settlement in the interchange fee injunctive-relief class action, with a final fairness hearing scheduled for November 16, 2026; and, following remand for trial, the related Target Corp., et al. v. Visa Inc., et al. and 7-Eleven, Inc., et al. v. Visa Inc., et al. cases were settled and dismissed with prejudice. The same note states Citi's payments under these settlements are covered by existing accruals. Separately, a new Greek pension claim (Giannopoulou & Others v. Citibank Europe Public Limited, filed June 9, 2026) has a hearing scheduled for December 11, 2026; Citi did not disclose an outcome on that claim as of the filing date.

Administrative filings not otherwise summarized

Several 8-Ks in the period were routine administrative or debt-registration filings with no standalone news beyond what is captured above: an October 22, 2025 filing containing only a legal opinion tied to Citi's securities shelf registration (accession 0001193125-25-246780), and a January 12, 2026 filing reflecting supplemental indentures executed in connection with Citi's debt securities program (accession 0001193125-26-010408).