Current Report · Items 5.02, 9.01 · 8-K

Citigroup Inc.

CNYSEEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

Filed Oct 22, 2026Accepted Oct 22, 2026, 5:15 PM EDTCIK 831001Accession 0001104659-26-118193

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Press release in this filing

CITI BOARD ELECTS JAMES FLANAGAN TO BOARD OF DIRECTORS →

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Current securities

CNYSE · EQUITY · Current C PRNNYSE · PREFERRED · Current C PRRNYSE · PREFERRED · Current

Historical securities (7)

CGBBWOTC · WARRANT · Historical · closed Oct 29, 2018 C PRJNYSE · PREFERRED · Historical · closed Mar 28, 2024 C PRKNYSE · PREFERRED · Historical · closed Nov 14, 2023 C PRSNYSE · PREFERRED · Historical · closed Feb 11, 2021 CTGGPOTC · PREFERRED · Historical · closed Feb 9, 2016 C.WS.ANYSE · WARRANT · Historical · closed Nov 27, 2018 C.WS.BNYSE · WARRANT · Historical · closed Dec 8, 2015

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Disclosure sections

Items 5.02, 9.01

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Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 21, 2026, the Board of Directors (the Board) of Citigroup Inc. (Citigroup) elected James Flanagan as a director of Citigroup and appointed him to the Board’s Audit Committee. He will also be appointed a Board member of Citibank, N.A. Mr. Flanagan served in various roles at PricewaterhouseCoopers LLP, including serving as Chief Operating Officer and Vice Chairman from 2014 to 2021. The Board determined that Mr. Flanagan is independent in accordance with the director independence standards established under Citigroup’s Corporate Governance Guidelines, which are intended to comply with the New York Stock Exchange corporate governance rules, and other applicable laws, rules, and regulations. There are no family relationships between Mr. Flanagan and any officer or other director of Citigroup or any related party transactions involving Mr. Flanagan and Citigroup. There is no arrangement or understanding between Mr. Flanagan and any other person pursuant to which he was selected as a director. Mr. Flanagan will receive compensation as a non-employee director in accordance with Citigroup’s non-employee director compensation practices described in “Proposal 1: Election of Directors - Directors’ Compensation” of Citigroup’s Annual Proxy Statement filed with the U.S. Securities and Exchange Commission on April 2, 2026. A copy of Citigroup’s press release relating to the election of Mr. Flanagan as a director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Filed exhibits (2)

EX-99.2 (by filename) c-20261021xex99d2.htm

Exhibit 99.2 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Ticker Title for iXBRL Name of each Symbol(s) exchange on which r…

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EX-99.1 (by filename) c-ex99d1.htm

Exhibit 99.1 For Immediate Release Citigroup Inc. (NYSE: C) October 21, 2026 CITI BOARD ELECTS JAMES FLANAGAN TO BOARD OF DIRECTORS New York, NY - Citi’s Board of Directors today announced that it has elected James (Jim) Flanagan as a new independent director, with service commencing immediately. Citi Chair and CEO Jane Fraser said, “Throughout his career, Jim has helped organizations navigate change, strengthen performance and create long-term value, with a deep appreciation for the importance of putting clients at the center of every decision. At a time when the opportunities and challenges facing our industry are increasingly interconnected, Jim’s deep experience across risk, operations, technology and accounting will bring valuable perspective to our Board. We are delighted to welcome him to Citi.” James Flanagan Jim spent nearly 40 years at PricewaterhouseCoopers (PwC), rising from audit partner to regional and national practice leader before serving as Chief Operating Officer and Vice Chairman from 2014 to 2021. In this role, he was responsible for all aspects of the firm’s U.S. operations, including human resources, information technology, finance, real estate, and …