C 10-K & 10-Q changes, risk factors and insider trading

For a discussion of 20232024 versus 20222023 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, 20232024 (Citigroup’sthe 20232024 Annual Report on Form 10-K).

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

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

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

For•Citi’s morerevenues information onexcluding the ArgentinaRussia-related currencynotable devaluationitem and/represent as reported, or theGAAP, FDICfinancial specialresults assessment,less seethis “Executivenotable Summary” below.item. Citi believes its results excluding the ArgentinaRussia-related currencynotable devaluation and the FDIC special assessmentitem 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 impactsimpact of thesethe items,item, as well as additional comparability to peer companies.

•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 divestiture-relatedthe impactsRussia-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.

•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-Markets net 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 Marketssuch 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.

Citigroup is managed pursuant to five operatingreportable 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 operating segments are included in All Other. For additional information, see the results of operations for each of the operating 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.

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

As described further throughout this Executive Summary, Citi demonstrated improved overall business performance and continuedmade significant progress on its strategic priorities in 20242025 and early 2026:

•Citi and its five reportable operating segmentsbusinesses each achieved positive operating leverage for 2024.2025 for the second consecutive year. Citi’s positive operating leverage in 20242025 was driven by revenue growth of 3%, with record revenues in Services, Wealth and USPB,6% and disciplined expense managementmanagement, (down 4%), despite higher volume- and transformation-relatedwith expenses andup other investments in risk and control initiatives. Excluding the impact of the FDIC special assessment in both 2024 and the prior year, expenses decreased 2%.3%.

•Citi returned $6.7$17.6 billion to common shareholders in the form of dividends ($4.2 billion) and share repurchases ($2.5$13.3 billion) inunder 2024. As previously disclosed, on January 13, 2025, Citigroup’s Board of Directors authorized a new,its multiyear $20 billion common stock repurchase program, with planned repurchases of $1.5 billion during the first quarter of 2025, subject to market conditionsprogram and otherdividends factors.($4.3 After the first quarter of 2025,billion). Citi will continue to assess the level of common share repurchases on a quarter-by-quarter basis given uncertainty regarding regulatory capital requirements, among other factors.basis.

Net income increased 37%13% versus the prior year, driven by the higher revenues, lower expenses and a lower effective tax rate, partially offset by higher costexpenses, ofa credit.higher effective tax rate and higher provisions for credit losses. Citigroup’s effective tax rate was 25%27% in 20242025 versus 27%25% in the prior year, largely driven by the geographiclimited mixtax benefit of earningsthe (seeRussia-related Noteand 10).Banamex-related notable items.

For a discussion of 20232024 versus 20222023 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, 20232024 (Citigroup’sthe 20232024 Annual Report on Form 10-K).

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

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

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

For•Citi’s morerevenues information onexcluding the ArgentinaRussia-related currencynotable devaluationitem and/represent as reported, or theGAAP, FDICfinancial specialresults assessment,less seethis “Executivenotable Summary” below.item. Citi believes its results excluding the ArgentinaRussia-related currencynotable devaluation and the FDIC special assessmentitem 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 impactsimpact of thesethe items,item, as well as additional comparability to peer companies.

•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 divestiture-relatedthe impactsRussia-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.

•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-Markets net 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 Marketssuch 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.

Citigroup is managed pursuant to five operatingreportable 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 operating segments are included in All Other. For additional information, see the results of operations for each of the operating 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.

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

As described further throughout this Executive Summary, Citi demonstrated improved overall business performance and continuedmade significant progress on its strategic priorities in 20242025 and early 2026:

•Citi and its five reportable operating segmentsbusinesses each achieved positive operating leverage for 2024.2025 for the second consecutive year. Citi’s positive operating leverage in 20242025 was driven by revenue growth of 3%, with record revenues in Services, Wealth and USPB,6% and disciplined expense managementmanagement, (down 4%), despite higher volume- and transformation-relatedwith expenses andup other investments in risk and control initiatives. Excluding the impact of the FDIC special assessment in both 2024 and the prior year, expenses decreased 2%.3%.

•Citi returned $6.7$17.6 billion to common shareholders in the form of dividends ($4.2 billion) and share repurchases ($2.5$13.3 billion) inunder 2024. As previously disclosed, on January 13, 2025, Citigroup’s Board of Directors authorized a new,its multiyear $20 billion common stock repurchase program, with planned repurchases of $1.5 billion during the first quarter of 2025, subject to market conditionsprogram and otherdividends factors.($4.3 After the first quarter of 2025,billion). Citi will continue to assess the level of common share repurchases on a quarter-by-quarter basis given uncertainty regarding regulatory capital requirements, among other factors.basis.

Net income increased 37%13% versus the prior year, driven by the higher revenues, lower expenses and a lower effective tax rate, partially offset by higher costexpenses, ofa credit.higher effective tax rate and higher provisions for credit losses. Citigroup’s effective tax rate was 25%27% in 20242025 versus 27%25% in the prior year, largely driven by the geographiclimited mixtax benefit of earningsthe (seeRussia-related Noteand 10).Banamex-related notable items.

This Quarterly Report on Form 10-Q should be read in conjunction with Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2025 (referred to herein as Citi’s 2025 Form 10-K) and Citigroup’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (First Quarter of 2026 Form 10-Q).

•Non-Markets net interest income (NII)

Management uses non-Markets netNII interestand incomenon-Markets NIR 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 netNII interestand incomeNIR 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. For more information on non-Markets net interest income, see “Market Risk—Non-Markets Net Interest Income” below.

As described further throughout this Executive Summary, during the firstsecond quarter of 2026:

•Citi and four of its five businesses achieved positive operating leverage. Citi’s positive operating leverage was driven by revenue growth of 14% and disciplined expense management, with expenses up 7%, primarily due to severance.5%.

•Citi returned $7.4$5.0 billion to common shareholders in the form of share repurchases ($6.3$4.0 billion) under its 20252026 $20$30 billion common stock repurchase program and dividends ($1.1$1.0 billion). On April 28, 2026, Citigroup’s Board of Directors authorized a new multiyear $30 billion common stock repurchase program, expected to begin in the second quarter of 2026. For additional information, see “Unregistered Sales of Equity Securities, Repurchases of Equity Securities and Dividends” below.

•Citi continued to make progress on its remaining divestitures, including (i) entering into agreements in February 2026 with investors for commitments to purchase an aggregate 24% equity stake in Banamex, and (ii) completing the sale of 22.6%the ofPoland suchconsumer banking business and (ii) closing an additional Banamex equity stake on April 29, 2026.sale. For additional information, see “All Other—Managed Basis—Legacy Franchises (Managed Basis)” below and Note 2.

FirstSecond Quarter of 2026 Results Summary

Net income increased 42%45% versus the prior-year period, driven by higher revenues and a lower effectiveprovision taxfor rate,credit losses, partially offset by higher expenses and higher provisions for credit losses. Citigroup’s effective tax rate was 21% versus 25% in the prior-year period, largely driven by a discrete item in the current quarter.expenses.

Citigroup revenues of $24.6$24.8 billion increased 14%, driven by growth in each of Citi’s five interconnected businesses and Legacy Franchises (managed basis) in All Other, including the impact of FX translation, partially offset by a decline in Corporate/Other, also in All Other. Net interest income increased by 12%, and non-interest revenue increased 17% versus the prior-year period. The increase in net interest income was driven by increases in Markets, Services, Wealth, USCC, Banking and Legacy Franchises (managed basis), partially offset by a decline in Corporate/Other. The increase in non-interest revenue was driven by increases in All Other (managed basis), Markets, Services, Banking, USCC and Wealth.

Citigroup’s average loans were $755$785 billion, up 9%10% versus the prior-year period, largely driven by loan growth in Markets, ServicesServices, Wealth and Wealth.USCC. For additional information about Citi’s average loans by business, including drivers and loan trends, see each business’s results of operations and “Managing Global Risk—Credit Risk—Average Loans” below.

Citigroup’s average deposits were approximately $1.4$1.5 trillion, up 11%12% versus the prior-year period, 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.

•higher compensation and benefits, and

•higher transactional and product servicing expenses, and

•partially offset by lower professional services expenses.

The increase in compensation and benefits expenses was driven by higher performance-drivenperformance-related and volume-relatedother compensation expensesand benefits expenses, and higher severancecompensation charges.associated with investments in the businesses, largely offset by productivity savings and lower transformation expenses.

The increase in transactional and product servicing expenses was driven by higher volumes in Markets, Services,particularly USCCin Equity Markets, and Banking,higher partiallycustomer offsetengagement bycosts Allin Other and Wealth.USCC.

The decrease in professional services expenses was driven by lower consultingtransformation spend, largely related to the transformation, partially offset by higher legal fees.spend.

Net credit losses were downup 10%8% from the prior-year period, driven by decreasesincreases in USCCBanking and Markets, partially offset by an increase in Legacy Franchises (managed basis) in All Other..

Citi’s total provisions for credit losses and for benefits and claims in the prior-year period were $2.7$2.9 billion, reflecting net credit losses of $2.5$2.2 billion and a net ACL build of $264$638 million, driven by increasedtransfer uncertaintyrisk, portfolio growth and deteriorationchanges into thecertain macroeconomic outlookvariables, and portfolio quality, largelypartially offset by lowerchanges netin lendingcredit activity.quality.

For additional information on Citi’s ACL,ACL and Citi’s net credit losses, see each respective segment’s and All Other’s results of operationsoperations, “Credit Risk” and “Significant Accounting Policies and Significant Estimates—Citi’s Allowance for Credit Losses (ACL)” below.

Citigroup’s Common Equity Tier 1 (CET1) Capital ratio was 12.7%12.8% as of MarchJune 31,30, 2026, compared to 13.4%13.5% as of MarchJune 31,30, 2025, based on the Basel III Standardized Approach for determining risk-weighted assets (RWA). The decrease was driven by common share repurchases, the payment of common and preferred dividends and an increase in RWA, largely offset by net income and net beneficial movements in Accumulated other comprehensive income (AOCI).

For information on the results of operations for the firstsecond quarter of 2026 for each of Citi’s segmentssegment and All Other, see “Services,” “Markets,” “Banking,” “Wealth,” “U.S. Consumer Cards (USCC)” and “All Other—Managed Basis” below.

Macroeconomic and Other Risks and Uncertainties Various macroeconomic, geopolitical and regulatory factors have contributedcontinue to economiccontribute to challenges and uncertainties in the U.S. and globally, including, but not limited to, thoseelevated relatedinflation; to various geopolitical challenges and tensions, including the conflictconflicts in the Middle East, which has disrupted global energy and other commodities markets and supply chains and resulted in inflationary pressuresEast; changes in U.S. laws or policies; and changes in interest rates and monetary policies. These factors could result in volatility and disruptions in financial markets, as well as adversely affect economic growth and unemployment in the U.S. and other countries.countries and jurisdictions. Such risks and uncertainties could also adversely impact Citi’s clients, customers, businesses, funding costs, provisions and overall results of operations and financial condition during the remainder of 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 the remainder of 2026 and beyond,2026, see each respective segment’s and All Other’s results of operations, “Managing Global Risk” and “Forward-Looking Statements” below and “Citi’s Multiyear Transformation” and “Risk Factors” in Citi’s 2025 Form 10-K.

As previously disclosed, Citi’s transformation, including the remediation ofremediating its 2020 Consent Orders with the Board of Governors of the Federal Reserve System (FRB) and Office of the Comptroller of the Currency (OCC), is a multiyear endeavor that has not been linear. For additional information on Citi’s transformation, including remaining focus areas and status, consent order compliance and governance, see “Citi’s Multiyear Transformation” in Citi’s First Quarter of 2026 Form 10-Q, Citi’s 2025 Form 10-K and Citi’s 2026 Proxy Statement for its Annual Meeting of Stockholders.

(67) The total payout ratio represents the total of common dividends declared plus common share repurchases as a percentage of net income available to common shareholders (Net income less preferred dividends). See “Consolidated Statement of Changes in Stockholders’ Equity,” Note 9 and “Unregistered Sales of Equity Securities, Repurchases of Equity Securities and Dividends—Equity Security Repurchases and Dividends” below for the component details.

This section provides details of select assets and liabilities reported on Citigroup’s Consolidated Balance Sheet and the changes from December 31, 2025 to MarchJune 31,30, 2026:

Cash and deposits with banks: increased $36$17 billion, or 10%, primarily5%, driven by growth in North American deposits in excess of loan growth and net issuances of short-term borrowings,growth, partially offset by growth in net trading assets and liabilities, and net maturities and redemptionspurchases of long-term debt.Investments.

Securities borrowed and purchased under agreements to resell: decreasedincreased $3$48 billion, or 1%,14%, primarily driven by higher nettinggrowth in Equity Markets and Rates and Currencies reflecting increased client activity in Markets. See Note 10.

Trading account assets: increased $56$97 billion, or 10%, largely18%, driven by increases in U.S. and foreign government securitiessecurities, equities, derivatives and mortgage-backedcorporate securities on increased client demand in Markets. See Note 21.

Loans: increased $9$41 billion, or 1%,6%, driven by growth in Banking, due to increased demand for funded loans; Markets, primarily driven by financing activity in spread products; and Services, driven by continued demand for trade loans,loans; partiallyUSCC, offsetdriven by lowerthe seasonalacquisition volumesof inthe USCC.additional American Airlines co-branded card portfolio; and Wealth, driven by securities-based lending and mortgages. See “Credit Risk—Loans” below and Note 12.

Deposits: increased $43$89 billion, or 3%,6%, driven by an increase in operational deposits in Services. See “Liquidity Risk—Deposits” below and Note 15.