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c-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

For the transition period from to

Commission file number 1-9924

Citigroup Inc.

(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip code)

(212) 559-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.01

Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesx No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes oNox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The aggregate market value of Citigroup Inc. common stock held by non-affiliates of Citigroup Inc. on June 30, 2025 was approximately $156.2 billion.

Number of shares of Citigroup Inc. common stock outstanding on January 31, 2026: 1,749,319,009

Documents Incorporated by Reference: Portions of the registrant’s proxy statement for the annual meeting of stockholders scheduled to be held on May 20, 2026 are incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III.

Available online at www.citigroup.com

FORM 10-K CROSS-REFERENCE INDEX

Item Number Page

Part I

1B. Unresolved Staff Comments Not Applicable

2. Properties Not Applicable

4. Mine Safety Disclosures Not Applicable

Part II

6. Reserved

8. Financial Statements and Supplementary Data 134–298

9B. Other Information 302

Part III

10. Directors, Executive Officers and Corporate Governance 304–306*

11. Executive Compensation **

14. Principal Accountant Fees and Services *****

Part IV

15. Exhibit and Financial Statement Schedules

CITIGROUP’S 2025 ANNUAL REPORT ON FORM 10-K

OVERVIEW 4

Non-GAAP Financial Measures 4

Citigroup’s Five Reportable Business Segments 6

Executive Summary 8

Citi’s Multiyear Transformation 10

Recent Developments 11

Summary of Selected Financial Data 12

Balance Sheet Overview 14

Segment Revenues and Income (Loss) 16

Services 17

U.S. Personal Banking 29

All Other—Managed Basis 32

All Other—Divestiture-Related Impacts (Reconciling Items) 36

CAPITAL RESOURCES 37

RISK FACTORS 49

SUSTAINABILITY 62

HUMAN CAPITAL RESOURCES AND MANAGEMENT 62

Managing Global Risk—Table of Contents 63

MANAGING GLOBAL RISK 64

SIGNIFICANT ACCOUNTING POLICIES ANDSIGNIFICANT ESTIMATES 121

DISCLOSURE CONTROLS AND PROCEDURES 127

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING 128

FORWARD-LOOKING STATEMENTS 129

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID # 185) 130

Financial Statements and Notes—Table of Contents 133

CONSOLIDATED FINANCIAL STATEMENTS 134

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 142

FINANCIAL DATA SUPPLEMENT 298

SUPERVISION, REGULATION AND OTHER 299

OTHER INFORMATION 302

CORPORATE INFORMATION 304

Executive Officers 304

Citigroup Board of Directors 306

EXHIBIT INDEX 307

GLOSSARY OF TERMS AND ACRONYMS 313

OVERVIEW

Citigroup’s history dates back to the founding of the City Bank of New York in 1812.

Citigroup is a global diversified financial services holding company whose businesses provide consumers, corporations, governments and institutions with a broad, yet focused, range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. Citi does business in nearly 160 countries and jurisdictions.

Citi’s vision is to be the preeminent banking partner for institutions with cross-border needs, a global leader in wealth management and a valued personal bank in the U.S.

Throughout this report, “Citigroup,” “Citi” and “the Company” refer to Citigroup Inc. and its consolidated subsidiaries. All “Note” references correspond to the Notes to the Consolidated Financial Statements herein, unless otherwise indicated.

For a list of certain terms and acronyms used in this Annual Report on Form 10-K and other Citigroup presentations, see “Glossary of Terms and Acronyms” at the end of this report.

Additional Information

Additional information about Citigroup is available on Citi’s website at www.citigroup.com. Citigroup’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, as well as other filings with the U.S. Securities and Exchange Commission (SEC) are available free of charge through Citi’s website by clicking on “SEC Filings” under the “Investors” tab. The SEC’s website also contains these filings and other information regarding Citi at www.sec.gov.

For a discussion of 2024 versus 2023 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, 2024 (the 2024 Annual Report on Form 10-K).

Presentation Changes

Changes in presentation have been made, including the following:

•Effective July 1, 2025, gains and losses on certain economic and qualifying hedging derivatives, foreign currency transaction gains and losses related to non-U.S. dollar debt and certain foreign operations that designate the U.S. dollar as their functional currency in countries with highly inflationary economies reported within Services, Markets, Banking and All Other—Corporate Other, which were previously presented within Other revenue, are now presented within Principal transactions. Prior periods were conformed to reflect this change in presentation.

•Effective July 1, 2025, certain predominantly variable expenses incurred in ongoing support of products and services, which were previously presented within Other operating expenses and Transactional and tax charges,are now aggregated and presented within a new expenses category, Transactional and product servicing (see “Glossary” below for definition). Additionally, certain non-income tax charges incurred, which were previously presented within Transactional and tax charges and do not align with the redefined Transactional and product servicing, are now presented within Other operating. Prior periods were conformed to reflect this change in presentation.

•Effective January 1, 2025, certain transaction processing fees paid by Citi, primarily to credit card networks, reported within U.S. Personal Banking (USPB), Services, Wealth and All Other—Legacy Franchises (Mexico Consumer/SBMM and Asia Consumer), which were previously presented within Other operating expenses, are now presented as contra-revenue within Commissions and fees reported in Non-interest revenue. Prior periods were conformed to reflect this change in presentation.

•Effective January 1, 2025, USPB changed its reporting for certain installment lending products that were transferred from Retail Banking to Branded Cards to reflect where these products are managed. Prior periods were conformed to reflect this change in presentation.

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

Non-GAAP Financial Measures

Citi prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP) and also presents certain non-GAAP financial measures (non-GAAP measures) that exclude certain items or otherwise include components that differ from the most directly comparable measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures are not intended to be a substitute for GAAP financial measures and may not be defined or calculated the same way as non-GAAP measures with similar names used by other companies.

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

•Revenues excluding the loss on sale due to the held-for-sale accounting treatment related to Citi’s plan to sell AO Citibank (which was sold on February 18, 2026) in Russia (the Russia-related notable item)

•Expenses excluding a goodwill impairment related to Citi’s agreement to sell a 25% equity stake in Grupo Financiero Banamex, S.A. de C.V. (Banamex) (the Banamex-related notable item)

•Net income and diluted earnings per share (EPS), excluding revenue and expense notable items

•Banking and Corporate Lending revenues excluding gain (loss) on loan hedges

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

•Tangible common equity (TCE), return on tangible common equity (RoTCE) and tangible book value per share (TBVPS)

•Non-Markets net interest income

The following are details for the above non-GAAP financial measures:

•Citi’s revenues excluding the Russia-related notable item represent as reported, or GAAP, financial results less this notable item. Citi believes its results excluding the Russia-related notable item 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 the item, as well as additional comparability to peer companies.

•Citi’s expenses excluding the Banamex-related notable item represent as reported, or GAAP, financial results less this notable item, within All Other—Legacy Franchises. For more information on this notable item, see “Executive Summary” and “All Other—Managed Basis—Legacy Franchises (Managed Basis)” below.

•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 the Russia-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.

•Citi’s All Other results excluding divestiture-related impacts represent as reported, or GAAP, financial results less the items incurred and recognized that are wholly and necessarily a consequence of actions taken to sell (including through a public offering), dispose of or wind down business activities associated with Citi’s previously announced exit markets within All Other—Legacy Franchises. Additionally, Citi’s Chief Executive Officer, its chief operating decision maker, regularly reviews financial information for All Other on a managed basis that excludes these divestiture-related impacts. For more information on Citi’s results excluding divestiture-related impacts, see “Executive Summary” and “All Other—Divestiture-Related Impacts (Reconciling Items)” below.

•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 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 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.

•Included in Citi’s reported revenues was an immaterial increase in divestiture-related revenues of ($176) million in the current year, primarily related to Citi’s Poland consumer banking business, compared to aggregate divestiture-related revenues of $26 million in the prior year. Accordingly, Citi is not adjusting for these immaterial amounts.

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

(1)Fixed Income Markets consists of the Rates and Currencies and Spread Products and Other Fixed Income sub-businesses; Equity Markets consists of the Equity Derivatives, Equity Cash and Prime Services sub-businesses.

(2)Investment Banking consists of the Debt Capital Markets (DCM), Equity Capital Markets (ECM) and Advisory sub-businesses.

(3)Mexico Consumer/SBMM operates primarily through Grupo Financiero Banamex, S.A. de C.V. (Banamex) and its consolidated subsidiaries. Mexico Consumer/SBMM results of operations and certain balance sheet information are presented in a managerial view in this Form 10-K and include certain intercompany allocations, managerial charges and offshore expenses that reflect the Mexico Consumer/SBMM operations as a component of Citi’s consolidated operations, and are not intended to reflect, and may differ significantly from, Banamex’s results and operations as a standalone legal entity. For additional information, see “All Other—Managed Basis—Legacy Franchises (Managed Basis)” below.

(4)Primarily represents the two remaining exit countries (Poland and Korea).

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

Effective as of the first quarter of 2026, Citi transferred its Retail Banking business from USPB to Wealth, and the remaining USPB businesses, including Branded Cards and Retail Services, were integrated into a new U.S. Consumer Cards (USCC) segment. The following chart details Citi’s segments and their lines of business as of the first quarter of 2026:

Note: Mexico is included in Latin America (LATAM) within International.

(2)Investment Banking consists of the Debt Capital Markets (DCM), Equity Capital Markets (ECM) and Advisory sub-businesses.

(4)Primarily represents the remaining two exit countries (Poland and Korea).

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY

As described further throughout this Executive Summary, Citi demonstrated improved business performance and made significant progress on its strategic priorities in 2025 and early 2026:

•Citi and its five businesses each achieved positive operating leverage for 2025 for the second consecutive year. Citi’s positive operating leverage in 2025 was driven by revenue growth of 6% and disciplined expense management, with expenses up 3%.

•Citi returned $17.6 billion to common shareholders in the form of share repurchases ($13.3 billion) under its multiyear $20 billion common stock repurchase program and dividends ($4.3 billion). Citi will continue to assess the level of common share repurchases on a quarter-by-quarter basis.

•Citi continued to advance its transformation, with over 80% of transformation programs now at or nearly at Citi’s target state. Additionally, in December 2025, the OCC terminated its July 2024 amendment to Citibank’s 2020 Consent Order (see “Citi’s Multiyear Transformation” below).

•Citi continued to make progress on its remaining divestitures, including completing the sale of a 25% equity stake in Banamex in 2025 and signing and closing the sale of AO Citibank in Russia to Renaissance Capital (RenCap) on February 18, 2026. For additional information about the sale of AO Citibank and its impacts, see “Recent Developments” and “Managing Global Risk—Other Risks—Country Risk—Russia” below.

2025 Results Summary

Citigroup

Citigroup reported net income of $14.3 billion, or $6.99 per share. This compared to net income of $12.7 billion, or $5.94 per share in the prior year. Results in 2025 included two notable items:

•Russia-related notable item: revenues included a $1.2 billion ($1.1 billion after-tax) loss on sale related to the held-for-sale accounting treatment related to Citi’s plan to sell AO Citibank in Russia (which was sold on February 18, 2026)

•Banamex-related notable item: expenses included a goodwill impairment of $726 million ($714 million after-tax) related to Citi’s agreement to sell a 25% equity stake in Grupo Financiero Banamex, S.A. de C.V. (Banamex)

Excluding the Russia-related notable item and the Banamex-related notable item, net income was $16.1 billion, or $7.97 per share.

Net income increased 13% versus the prior year, driven by higher revenues, partially offset by higher expenses, a higher effective tax rate and higher provisions for credit losses. Citigroup’s effective tax rate was 27% in 2025 versus 25% in the prior year, driven by the limited tax benefit of the Russia-related and Banamex-related notable items.

Citigroup revenues of $85.2 billion in 2025 increased 6% on a reported basis, driven by an increase in net interest income, up 11%, partially offset by lower non-interest revenue, down 4%. The increase in net interest income reflected higher net interest income in Markets, Services,USPB and Wealth, partially offset by lower net interest income in All Other (managed basis) and Banking. The decrease in non-interest revenue was driven by declines in All Other (managed basis), Markets and USPB, largely offset by Banking, Wealth and Services. Excluding the Russia-related notable item, revenues were $86.4 billion.

Citigroup’s average loans in 2025 were $716 billion, up 5% versus the prior year, largely driven by loan growth in Markets, USPB and Services. For additional information about Citi’s average loans by business, including drivers and loan trends, see each business’s results of operations and “Loans Outstanding” below.

Citigroup’s average deposits in 2025 were approximately $1.4 trillion, up 4% versus the prior year, 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.

Expenses

Citigroup’s operating expenses of $55.1 billion increased 3% from the prior year, driven by higher compensation and benefits,the Banamex-related notable item, higher technology and communications and higher transactional and product servicing expenses, partially offset by lower deposit insurance expensesand restructuring charges. The increase in compensation and benefits was driven byperformance-related compensationand higher severance. The increase in technology and communication was driven by continued investments in transformation and businesses. The increase in transactional and product servicingwas driven by higher volumes in USPB, Markets and Wealth, partially offset by All Other. Excluding the Banamex-related notable item, expenses were $54.4 billion. For additional information on Citi’s transformation investments, see “Citi’s Multiyear Transformation” below.

Provisions

Citi’s total provisions for credit losses and for benefits and claims were $10.3 billion, reflecting net credit losses of $9.1 billion and a net allowance for credit losses (ACL) build of $1.2 billion.

Net credit losses were up 1%from the prior year, driven by increases in Legacy Franchises in All Other, largely offset by decreases in USPB.The net ACL build was driven by changes in the macroeconomic outlookand transfer risk.

Citi’s total provisions for credit losses and for benefits and claims in the prior year were $10.1 billion, reflecting net credit losses of $9.0 billion and a net ACL build of $1.1 billion, driven by changes in credit quality, higher net lending activityand transfer risk, partially offset by changes in the macroeconomic outlook.

For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates—Citi’s Allowance for Credit Losses (ACL)” below.

For additional information on Citi’s consumer and corporate provisions, see each respective segment’s and All Other’s results of operations and “Credit Risk” below.

Capital

Citigroup’s Common Equity Tier 1 (CET1) Capital ratio was 13.2% as of December 31, 2025, compared to 13.6% as of December 31, 2024, based on the Basel III Standardized Approach for determining risk weighted assets (RWA). The decrease was primarily driven by common share repurchases, an increase in RWA and the payment of common and preferred dividends, partially offset by net income and net beneficial movements in Accumulated other comprehensive income (AOCI).

In 2025, Citi repurchased $13.3 billion of common shares and paid $4.3 billion of common dividends (see “Unregistered Sales of Equity Securities, Repurchases of Equity Securities and Dividends” below).

Citigroup’s Supplementary Leverage ratio as of December 31, 2025 was 5.5%, compared to 5.8% as of December 31, 2024. The decrease was driven by an increase in Total Leverage Exposure, partially offset by an increase in Tier 1 Capital. For additional information on Citi’s capital ratios and related components, see “Capital Resources” below. For additional information on capital-related risks, trends and uncertainties, see “Capital Resources—Regulatory Capital Standards and Developments” and “Risk Factors—Strategic Risks,” “—Operational Risks” and “—Compliance Risks” below.

For information on the results of operations for 2025 for each of Citi’s segments and All Other, see “Services,” “Markets,” “Banking,” “Wealth,” “USPB” and “All Other—Managed Basis” below.

Macroeconomic and Other Risks and Uncertainties

Various macroeconomic, geopolitical and regulatory factors have contributed to economic uncertainties in the U.S. and globally, including, but not limited to, those related to various geopolitical challenges, tensions and conflicts; changes in U.S. laws or policies, including those related to trade and tariffs; and lower interest rates. These factors could adversely affect economic growth, unemployment and inflation in the U.S. and other countries and result in volatility and disruptions in financial markets. Such risks and uncertainties could adversely impact Citi’s clients, customers, businesses, funding costs, provisions and overall results of operations and financial condition during 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 2026, see each respective segment’s and All Other’s results of operations, “Risk Factors” and “Managing Global Risk,” including “Managing Global Risk—Other Risks—Country Risk—Argentina” below.

CITI’S MULTIYEAR TRANSFORMATION

As previously disclosed, Citi’s transformation, including the remediation of its consent orders with the FRB and OCC, is a multiyear endeavor that is not linear. Citi is modernizing and simplifying the Company in order to lead in a dynamic, competitive and digital world. Citi’s transformation goes beyond remedying regulatory concerns to intentionally transform how the organization operates, and makes investments that not only support current needs, but also benefit the Company over the long term.

Citi’s transformation target outcomes remain focused on changing its business and operating models such that they simultaneously:

•further strengthen controls, enhance data quality and governance, reduce risk and continue to improve Citi’s regulatory compliance and its culture

•enhance Citi’s value to customers, clients and shareholders

Transformation efforts of this scale involve significant complexities and uncertainties, including ongoing regulatory challenges and risks. Citi may continue to experience significant challenges in progressing the transformation and satisfying the regulators’ expectations in both sufficiency and timing, particularly with regard to data quality management related to governance and regulatory reporting. The regulators may also identify additional risk and control issues that could result in further regulatory actions. For additional information about these regulatory risks, see “Risk Factors—Compliance Risks” below.

For additional information on Citi’s transformation progress, investments and governance over the last several years, see “Citi’s Multiyear Transformation” in Citi’s 2024 Annual Report on Form 10-K.

2025 Transformation Progress

Citi continued to make progress on its transformation in 2025. As of December 31, 2025, over 80% of Citi’s transformation programs were at or nearly at the Company’s target state. Progress through 2025 included the following:

•enhanced and implemented automated controls to further mitigate risk of large erroneous payments in over 90 countries

•completed migration of committed corporate loans to Citi’s strategic loans processing platform for North America

•applied technology solutions leveraging AI to support governance of data reported in key regulatory reports

•completed onboarding of wholesale and retail contractual data to two strategic data platforms with built-in controls for accuracy, completeness and timeliness

•continued to optimize, modernize and simplify Citi by retiring or replacing 548 applications during 2025 (representing 9% of all applications)

In 2025, Citi’s transformation-related expenses increased 14% from the prior year to approximately $3.3 billion, largely driven by increased spending on data, as well as on controls. While Citi’s transformation investments will remain significant in 2026 and beyond, Citi expects them to decline over time.

FRB and OCC Consent Orders Compliance

Citi’s transformation efforts include implementation of the October 7, 2020 FRB and OCC Consent Orders issued to Citigroup and Citibank, respectively. The 2020 Consent Orders require Citigroup and Citibank to implement extensive targeted action plans and submit quarterly progress reports on a timely and sufficient basis, detailing the results and status of improvements relating principally to various aspects of:

•enterprise-wide risk management;

•compliance risk management;

•data quality management related to governance; and

•internal controls.

Although there are no restrictions on Citi’s ability to serve its clients, the 2020 OCC Consent Order requires Citibank to obtain prior approval of any significant new acquisition, including any portfolio or business acquisition, excluding ordinary course transactions. For additional information about the requirements under the 2020 Consent Orders, see Citi’s October 9, 2020 Form 8-K.

In 2024 the FRB entered into a Civil Money Penalty Consent Order with Citigroup in the amount of approximately $61 million, having found that Citigroup had ongoing deficiencies related to its data quality management program and inadequate measures for managing and controlling its data quality risks; and the OCC entered into a Civil Money Penalty Consent Order with Citibank, a wholly owned subsidiary of Citigroup, in the amount of $75 million, having found that Citibank had failed to make sufficient and sustainable progress toward achieving compliance with the OCC’s 2020 Consent Order. The OCC and Citibank also entered into an amendment to the October 7, 2020 OCC Consent Order (the Amendment), which the OCC terminated on December 18, 2025. For additional information on the 2024 Consent Orders and the Amendment, see Citi’s July 10, 2024 Form 8-K.

Citi continues to work constructively with the FRB and OCC and provide additional information regarding its plans and progress to both regulators on an ongoing basis.

Transformation Governance

Citi has built an organization and infrastructure to manage, guide and support its transformation, which spans all businesses and functions to ensure consistency. Additionally, the Citigroup and Citibank Boards of Directors each formed a Transformation Oversight Committee, an ad hoc committee of each Board, to provide oversight of Citi’s efforts to improve its risk and control environment and management’s remediation efforts under the consent orders.

While every member of Citi’s executive management team, or EMT, is involved in the transformation and plays a key, direct role in its implementation, Citi’s CEO has taken a leading role in managing the effort. As part of this effort, Citi’s CEO has assembled a team consisting of long-tenured employees and new hires from across various disciplines and areas of expertise and experience, along with representatives from each of Citi’s businesses and functions, to lead the various transformation programs. Citi is focusing its most senior talent on this effort and has a detailed, integrated approach to execute on the transformation. Citi’s Transformation Steering Committee, chaired by Citi’s CEO, sets the overall direction for the transformation and communicates progress to the Citigroup Board of Directors, as well as seeks input and feedback from the Board.

RECENT DEVELOPMENTS

On February 18, 2026, Citi signed and closed the sale of AO Citibank, Citi’s former Russian subsidiary, to RenCap. The transaction resulted in Citi’s full exit from its operations in Russia and included all remaining businesses, as well as approximately 800 employees. The divestiture of the remaining business operations is expected to provide an estimated benefit to Citi’s Common Equity Tier 1 (CET1) capital in the first quarter of 2026 of approximately $4 billion, primarily driven by the deconsolidation of associated risk-weighted assets, a reduction in disallowed deferred tax assets (DTA) and the release of associated currency translation adjustment (CTA) loss. While a benefit in the first quarter of 2026, the cumulative impact of the $1.6 billion CTA loss is regulatory capital neutral to Citi. For additional information, see “Managing Global Risk—Other Risks—Country Risk—Russia” below and Note 2.

RESULTS OF OPERATIONS

SUMMARY OF SELECTED FINANCIAL DATA

Citigroup Inc. and Consolidated Subsidiaries

Income (loss) from discontinued operations, net of taxes (3) (2) (1) (231) 7

Net income attributable to noncontrolling interests 146 151 153 89 73

Earnings per share

Basic

Diluted

Table continues on the next page, including footnotes.

SUMMARY OF SELECTED FINANCIAL DATA

(Continued)

Citigroup Inc. and Consolidated Subsidiaries

At December 31:

Performance metrics

Return on average common stockholders’ equity(2) 6.8 6.1 4.3 7.7 11.5

Return on average total stockholders’ equity(2) 6.7 6.1 4.5 7.5 10.9

Return on tangible common equity (RoTCE)(3) 7.7 7.0 4.9 8.9 13.4

Basel III ratios

(1) Effective January 1, 2025, certain transaction processing fees paid by Citi, primarily to credit card networks, reported within USPB, Services, Wealth and All Other—Legacy Franchises (Mexico Consumer/SBMM and Asia Consumer), which were previously presented within Other operating expenses, are presented as contra-revenue within Commissions and fees reported in Non-interest revenue. Prior periods were conformed to reflect this change in presentation.

(2) The return on average common stockholders’ equity is calculated using net income less preferred stock dividends divided by average common stockholders’ equity. The return on average total Citigroup stockholders’ equity is calculated using net income divided by average Citigroup stockholders’ equity.

(3) RoTCE and TBVPS are non-GAAP financial measures. For information on RoTCE and TBVPS, see “Capital Resources—Tangible Common Equity, Book Value Per Share, Tangible Book Value Per Share and Return on Equity” below.

(4) The operating leverage ratio represents the year-over-year growth rate in basis points (bps) of Total revenues, net of interest expense less the year-over-year growth rate of Total operating expenses. Positive operating leverage indicates that the revenue growth rate was greater than the expense growth rate.

(5) Citi’s binding CET1 Capital ratios were derived under the Basel III Standardized Approach and Total Capital ratios were derived under the Advanced Approaches framework for all periods presented. Citi’s binding Tier 1 Capital ratios were derived under the Basel III Advanced Approaches framework as of December 31, 2025 and were derived under the Standardized Approach as of December 31, 2024, 2023, 2022 and 2021.

(6) The dividend payout ratio represents dividends declared per common share as a percentage of net income per diluted share.

(7) 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 11 and “Equity Security Repurchases” below for the component details.

BALANCE SHEET OVERVIEW

This section provides details of select assets and liabilities reported on Citigroup’s Consolidated Balance Sheet and the changes from December 31, 2024 to December 31, 2025:

Assets

Liabilities and equity

Cash and deposits with banks: increased $73 billion, or 26%, primarily driven by growth in deposits in excess of loan growth, reductions in investments and net issuances of long-term debt, partially offset by growth in net trading assets and liabilities.

Securities borrowed and purchased under agreements to resell: increased $82 billion, or 30%, primarily driven by Rates and Currencies in Markets,reflecting increased client activity. See Note 12.

Trading account assets: increased $94 billion, or 21%, driven by increases in foreign government securities, mortgage-backed securities and equities securities, driven by client demand and market-making activity in Markets. See Note 26.

Investments: decreased $32 billion, or 7%. Held-to-maturity debt securities decreased $53 billion, or 22%, largely driven by maturities and paydowns of U.S. Treasury securities. Available-for-sale debt securities increased $20 billion, or 9%, driven by net purchases of foreign government securities, partially offset by net sales of U.S. Treasury securities. See Note 14.

Loans: increased $57 billion, or 8%, driven by growth in Markets,primarily driven by financing activity in Spread Products, and Services, driven by continued demand for trade loans, as well as growth in Retail Banking from consumer mortgages and Branded Cards in USPB, partially offset by a decline in Banking. See Note 15.

All other assets: consisting of brokerage receivables, premises and equipment, goodwill and intangibles, loans HFS, deferred taxes, accruals, other receivables, leases and other, increased $30 billion, or 15%.See Notes 10, 13, 17 and 29.

Deposits: increased $119 billion, or 9%, driven by an increase in operational deposits in Services. See Note 18.

Securities loaned and sold under agreements to repurchase: increased $93 billion, or 37%, driven by Rates and Currencies in Markets, reflecting increased Company financing in support of client activities. See Note 12.

Trading account liabilities: increased $29 billion, or 22%, primarily driven by equities in Prime Services in Markets, reflecting increased client demand. See Note 26.

Short-term borrowings: increased $3 billion, or 7%. See Note 19.

Long-term debt: increased $29 billion, or 10%, primarily driven by issuances of senior bank and non-bank benchmark debt and non-bank customer-related debt, partially offset by a decrease in Federal Home Loan Bank (FHLB) borrowings. See Note 19.

All other liabilities: consisting of brokerage payables, accruals, deferred taxes, other payables, deposits HFS, leases and other, increased $26 billion, or 20%.See Notes 2, 10, 13 and 29.

Preferred stock: increased $2.2 billion, or 12%, reflecting $7.2 billion of issuances, partially offset by $5.0 billion of redemptions. See Note 22.

Common equity: increased $1.5 billion, or 1%, as $14.3 billion in net income, $3.5 billion in lower Accumulated other comprehensive income(AOCI) losses, the net $1.7 billion increase due to the 25% Banamex equity interest sale and $0.8 billion in employee stock awards were largely offset by $13.3 billion in repurchases and $5.5 billion of common ($4.3 billion) and preferred ($1.1 billion) dividends.

See the Consolidated Statement of Changes in Stockholders’ Equity in the Consolidated Financial Statements and “Unregistered Sales of Equity Securities, Repurchases of Equity Securities and Dividends” below.

SEGMENT REVENUES AND INCOME (LOSS)

REVENUES(1)

INCOME

Income (loss) from continuing operations

Discontinued operations $ (3) $ (2) $ (1) (50) % (100) %

Less: Net income attributable to noncontrolling interests 146 151 153 (3) (1)

(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.

(2) All Other (managed basis) excludes divestiture-related impacts (Reconciling Items) related to (i) Citi’s divestitures of its Asia Consumer businesses and (ii) the ongoing divestiture of Banamex, within Legacy Franchises. The Reconciling Items are reflected in the relevant line items in Citi’s Consolidated Statement of Income. See “All Other—Divestiture-Related Impacts (Reconciling Items)” below.

NM Not meaningful

SERVICES

Services includes TTS and Securities Services:

•TTS provides an integrated suite of tailored cash management, payments and trade and working capital solutions to multinational corporations, financial institutions and public sector organizations.

•Securities Services connects investors and issuers across global markets, providing a comprehensive product offering, including on-the-ground local market expertise, post-trade technologies, customized data solutions and a wide range of securities services solutions that can be tailored to meet clients’ needs.

Services revenue is generated primarily from spreads and fees associated with these activities. Services earns spread revenue on deposits, as well as interest on loans. Revenue generated from these activities is primarily recorded in Net interest income in the table below.

Fee income is earned for assisting clients with transactional services and clearing. Revenue generated from these activities is recorded in Commissions and fees. Revenue is also generated from assets under custody and administration (AUC/AUA) and is primarily recorded in Administration and other fiduciary fees. For additional information on these types of revenues, see Note 5. Services revenues reflect the impact of a revenue sharing arrangement with Banking—Corporate Lending, for Services products sold to Corporate Lending clients. This generally results in a reduction in Services reported revenue recorded in All other as part of Non-interest revenue in the table below.

Services maintains an international presence with product offerings in over 90 countries.

Fee revenue

Credit reserve build (release) for loans 55 (130) 47 NM NM

Provision for credit losses on unfunded lending commitments (17) 17 (18) NM NM

Provision (release) for credit losses $ 454 $ 276 $ 950 64 % (71) %

Efficiency ratio 51 % 54 % 55 %

Balance Sheet data (in billions of dollars)

Revenue by line of business

Revenue by geography

International revenue by cluster

Key drivers(3)

Average loans by line of business (in billions of dollars)

Securities Services 1 1 1 — —

ACLL as a percentage of EOP loans(4) 0.33 % 0.30 % 0.47 %

Average deposits by line of business (in billions of dollars)

AUC/AUA(5) (in trillions of dollars) $ 31.4 $ 25.4 $ 23.5 24 % 8 %

Cross-border transaction value (in billions of dollars) 416.4 379.7 358.0 10 6

Commercial card spend volume (in billions of dollars) $ 71.2 $ 70.4 $ 66.8 1 5

(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.

(2) Services revenues reflect the impact of a revenue sharing arrangement with Banking—Corporate Lending, for Services products sold to Corporate Lending clients. This generally results in a reduction in Services reported revenue.

(3) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends.

(4) Excludes loans that are carried at fair value for all periods.

(5) AUC/AUA includes assets for which Citi provides custody or safekeeping services for assets held directly or by a third party on behalf of clients, or assets for which Citi provides administrative services for clients. Securities Services managed AUC/AUA, of which Citi provided both custody and administrative services to certain clients related to $2.9 trillion and $1.9 trillion of such assets at December 31, 2025 and 2024, respectively.

(6) Represents the number of U.S. dollar clearing payment instructions processed on behalf of U.S. and foreign-domiciled entities (primarily financial institutions).

NM Not meaningful

2025 vs. 2024

Net income of $7.1 billion increased 9%.

Revenues increased 8%, driven by growth in TTS and Securities Services, which included the positive impact of the Russia-related notable item of $356 million.

Net interest income increased 12%, driven by an increase in average deposit balances and spreads. Average deposits increased 7%, driven by growth in TTS and Securities Services, with growth across both International and North America, largely driven by an increase in operating deposits. Non-interest revenue increased 1%, driven by fee growth of 6% and the positive impact of the Russia-related notable item, offset by higher lending revenue share with Banking—Corporate Lending.

TTS revenues increased 6%, driven by a 12% increase in net interest income, partially offset by a 12% decrease in non-interest revenue. The increase in net interest income was driven by higher deposit spreads and average deposit balances, up 6%. The decrease in non-interest revenuewas driven by higher lending revenue share, partially offset by higher fees.Fee revenue increased 5%, reflecting continued growth in underlying fee drivers, including an increase in cross-border transaction value of 10%, an increase in U.S. dollar clearing volume of 5% and an increase in commercial card spend volume of 1%.

Securities Services revenues increased 15%, driven by a 19% increase in non-interest revenue and 11% increase in net interest income. The increase in non-interest revenue was driven by the positive impact of the Russia-related notable item and fee growth of 7%, which benefited from higher assets under custody and administrationand client activity, as well as a mark-to-market gainpartially offset by higher lending revenue share. Assets under custody and administration increased 24%, which included the benefit of higher market valuations, deepening share of existing client wallet and the onboarding of new clients and assets. The increase in net interest income was driven by higher average deposits, which increased 12%, partially offset by lower deposit spreads.

Expenses increased 2%, primarily driven by higher compensation and benefits expense,including performance-related compensation.

Provisions were $454 million, reflecting a net ACL build of $398 million, and net credit losses of $56 million. The net ACL build was primarily driven by transfer risk. Provisions were $276 million in the prior year, reflecting a net ACL build of $228 million, driven by transfer risk,and net credit losses of $48 million.

For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below.

For additional information on Services’ corporate credit portfolio, see “Managing Global Risk—Credit Risk—Corporate Credit” below.

For additional information on trends in Services’ deposits and loans, see “Managing Global Risk—Credit Risk—Loans” and “Managing Global Risk—Liquidity Risk—Deposits” below.

For additional information about trends, uncertainties and risks related to future results of the businesses, see “Executive Summary” above and “Managing Global Risk—Other Risks—Country Risk—Argentina” below.

MARKETS

Markets includes Fixed Income Markets and Equity Markets and provides corporate, institutional and public sector clients around the world with a full range of sales and trading services across equities, foreign exchange, rates, spread products and commodities. The range of services includes market-making across asset classes, risk management solutions, financing and prime brokerage.

Citi assesses its Markets business performance on a total revenues basis, as security inventory is often hedged by derivative instruments, creating offsetting gains and losses across revenue lines. As an example, securities that generate Net interest income may be hedged by derivative instruments, which are reported under Principal transactions within Non-interest revenue.

As a market maker, Markets facilitates transactions by holding inventory to meet client demand, with resulting gains or losses largely recorded as Principal transactions. Fee revenue is generated from services such as trading, financing,

brokerage, securitization and underwriting. “Other” revenue includes gains (losses) on AFS debt and equity securities (non-trading), and other non-recurring items. Revenue generated from all of these activities is primarily recorded in Non-interest revenue in the table below. Markets revenues also reflect the impact of a revenue sharing arrangement with Banking—Corporate Lending, for Markets products sold to Corporate Lending clients. This generally results in a reduction in Markets reported revenue recorded in All other.

Net interest income includes interest and dividends on securities held and interest on long- and short-term debt, secured funding transactions, deposits, loans and funding costs.

Markets maintains an international presence supported by trading floors in nearly 80 countries and Citi’s proprietary network in over 90 countries and jurisdictions.

Fee revenue

Credit reserve build (release) for loans (16) 213 202 NM 5

Provision (release) for credit losses $ 237 $ 463 $ 438 (49) % 6 %

Efficiency ratio 64 % 67 % 71 %

Balance Sheet data (in billions of dollars)

Revenue by line of business

Revenue by geography

International revenue by cluster

Key drivers(4) (in billions of dollars)

Net credit losses (NCLs) as a percentage of average loans 0.15 % 0.14 % 0.03 %

ACLL as a percentage of EOP loans(5) 0.67 % 0.88 % 0.71 %

(1) Investment banking fees are primarily composed of underwriting, advisory, loan syndication structuring and other related financing activity.

(2) Markets revenues reflect the impact of a revenue sharing arrangement with Banking—Corporate Lending, for Markets products sold to Corporate Lending clients. This generally results in a reduction in Markets reported revenue.

(3) Citi assesses its Markets business performance on a total revenue basis, as offsets may occur across revenue line items. For example, securities that generate Net interest income may be risk managed by derivatives that are recorded in Principal transactions revenue within Non-interest revenue. For a description of the composition of these revenue line items, see Notes 4, 5 and 6.

(4) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends.

(5) Excludes loans that are carried at fair value for all periods.

NM Not meaningful

2025 vs. 2024

Net income of $5.9 billion increased 19%.

Revenues increased 11%, driven by higher revenues in both Fixed Income Markets and Equity Markets.

Fixed Income Markets revenue of $16.2 billion increased 10%, reflecting higher revenues in Rates and Currencies and Spread Products and Other Fixed Income. Rates and Currencies revenues increased 12%, driven by higher Rates and foreign exchange revenues on increased client activity, partially offset by higher lending revenue sharewith Banking—Corporate Lending.

Spread Products and Other Fixed Income revenues increased 5%, driven by higher financing activity, with an 18% increase in average loans in Spread Products, and continued optimization of the balance sheet, largely offset by lower commodities revenues.

Equity Markets revenue was $5.7 billion, up 13%, due to increased market volatility and client activity, with prime balances up over 50%. The increase in Equity Markets revenue was driven by higher Equity Derivatives and Prime Services revenues, partially offset by non-recurrence of prior-year gains related to the Visa B share exchange in Equity Derivatives. Equity Cash revenues were marginally lower following a very strong performance in 2024.

Expenses of $14.1 billion increased 7%, primarily driven by higher compensation and benefits, including performance-related compensation and higher technology, transactional and legal expenses.

Provisions were $237 million, reflecting net credit losses of $206 million, and a net ACL build of $31 million. Net credit losses were driven by charge-offs in Spread Products. Provisions were $463 million in the prior year, reflecting a net ACL build of $295 million, primarily driven by changes in credit quality and in the macroeconomic outlook, and net credit losses of $168 million.

For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below.

For additional information on Markets’corporate credit portfolio, see “Managing Global Risk—Credit Risk—Corporate Credit” below.

For additional information on trends in Markets’ deposits and loans, see “Managing Global Risk—Credit Risk—Loans” and “Managing Global Risk—Liquidity Risk—Deposits” below.

BANKING

Banking includes Investment Banking (Debt Capital Markets (DCM), Equity Capital Markets (ECM) and Advisory sub-businesses) and Corporate Lending:

•Investment Banking supports clients’ capital-raising needs to help strengthen and grow their businesses, including equity and debt capital markets strategic financing solutions and loan syndication structuring, as well as advisory services related to mergers and acquisitions, divestitures, restructurings and corporate defense activities.

•Corporate Lending consists of corporate and commercial banking, serving as the conduit for Citi’s product suite to clients.

In addition to earning net interest spread revenue on its Corporate Lending activities, Banking primarily generates investment banking fees, composed of underwriting, advisory, loan syndication structuring and other related financing activity. For additional information on these types of revenues, see Note 5. Banking revenues also reflect the impact of a revenue sharing arrangement with Banking—Corporate Lending for Investment Banking, Markets and Services products sold to Corporate Lending clients. This generally results in an increase in Banking reported revenue. The revenue share to Banking—Corporate Lending isrecorded in All other as part of Non-interest revenue in the table below.

Banking maintains an international presence leveraging a global network of bankers supporting over 90 countries.

Net interest income (including dividends) $ 2,132 $ 2,157 $ 2,161 (1) % — %

Fee revenue

Credit reserve build (release) for loans 389 (200) (345) NM 42

Provisions (releases) for credit losses $ 720 $ (224) $ (143) NM (57) %

Income (loss) from continuing operations $ 2,324 $ 1,529 $ (31) 52 % NM

Noncontrolling interests (5) 5 4 NM 25 %

Balance Sheet data (in billions of dollars)

Revenue by line of business

Investment banking fees

Revenue by geography

International revenue by cluster

Key drivers(3) (in billions of dollars)

NCLs as a percentage of average loans 0.10 % 0.17 % 0.18 %

ACLL as a percentage of EOP loans(4) 2.04 % 1.42 % 1.59 %

(1) Banking revenues reflect the impact of a revenue sharing arrangement with Banking—Corporate Lending for Investment Banking, Markets and Services products sold to Corporate Lending clients. This generally results in an increase in Banking reported revenue.

(2) Credit derivatives are used to economically hedge a portion of the corporate loan portfolio that includes both accrual loans and loans at fair value. Gain (loss) on loan hedges includes the mark-to-market on the credit derivatives, partially offset by the mark-to-market on the loans in the portfolio that are at fair value. Hedges on accrual loans reflect the mark-to-market on credit derivatives used to economically hedge the corporate loan accrual portfolio. The fixed premium costs of these hedges are netted against the corporate lending revenues to reflect the cost of credit protection. Citigroup’s results of operations excluding the impact of gain (loss) on loan hedges are non-GAAP financial measures.

(3) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends.

(4) Excludes loans that are carried at fair value for all periods.

NM Not meaningful

The discussion of the results of operations for Banking below excludes (where noted) the impact of any gain (loss) on hedges of accrual loans, which are non-GAAP financial measures. For a reconciliation of these metrics to the reported results, see the table above.

2025 vs. 2024

Net income of $2.3 billion increased 53%.

Revenuesincreased 32%, driven by growth in Investment Bankingand Corporate Lending (excluding the impact of losses on loan hedges) and a lower mark-to-market loss on loan hedges (a $118 million loss versus a $180 million loss in the prior year). Excluding the impact of gain (loss) on loan hedges, Banking revenues increased 31%.

Investment Banking revenues increased 22%,driven by a 20% increasein investment banking fees across Advisory,DCM and ECM with a larger overall market wallet and overall wallet share gains. Advisory fees increased 53%, with growth across several sectors and higher sponsor-led activity. DCM fees were up 5%,driven by growth in leveraged financeand investment-grade debt,partially offset by a decline in investment-grade loan activity.ECM feeswere up 2%, driven by strength in IPOsand convertibles,amid favorable equity market conditions, offset by lower follow-on activity.

Corporate Lending revenues increased 47%, including the impact of gain (loss) on loan hedges. Excluding the impact of gain (loss) on loan hedges, Corporate Lending revenues increased 42%, driven by the impact of higher lending revenue share from Services, Markets and Investment Banking.

Expenses were unchanged, as an increase in compensation and benefits,including investments made in the business, was offset by a reduction in other operating expenses.

Provisions were $720 million, reflecting a net ACL build of $636 million, and net credit losses of $84 million. The net ACL build was driven by changes in credit quality, changes in the macroeconomic outlook and higher net lending activity.Provisions were a benefit of $224 million in the prior year, reflecting a net ACL release of $373 million, driven by improved macroeconomic conditionsand transfer risk, and net credit losses of $149 million.

For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below.

For additional information on Banking’scorporate credit portfolio, see “Managing Global Risk—Credit Risk—Corporate Credit” below.

For additional information on trends in Banking’s deposits and loans, see “Managing Global Risk—Credit Risk—Loans” and “Managing Global Risk—Liquidity Risk—Deposits” below.

WEALTH

As of December 31, 2025, Wealth includes the Private Bank, Citigold and Wealth at Work and provides financial and advisory services to a range of client segments consisting of ultra-high net worth, high net worth and affluent clients. These services include banking, investment, lending and custody product offerings in approximately 20 countries, including the U.S. and four wealth management centers: Singapore, Hong Kong, the UAE and London:

•The Private Bank provides financial services to ultra-high net worth clients through customized product offerings.

•Citigold provides financial services to affluent and high net worth clients through elevated product offerings and financial relationships.

•Wealth at Work provides financial services to professional industries (including law firms, consulting groups and accounting and asset management firms) through tailored solutions.

Wealth revenue is primarily generated from spreads and fees associated with its financial and advisory services. Net interest income is mainly driven by interest earned on client deposits and tailored lending solutions, including mortgages, margin lending, personal, small business and other loans, and international credit cards.

Fee income is primarily generated from asset-based advisory and management fees, as well as transaction-related fees from client investment activity across brokerage, structured products, foreign exchange and banking services. For additional information on these types of revenues, see Note 5.

Effective as of the first quarter of 2026, Citi transferred its Retail Banking business from USPB to Wealth, and the remaining USPB businesses, including Branded Cards and Retail Services, were integrated into a new U.S. Consumer Cards (USCC) segment. For additional information, see “Overview” above.

Fee revenue

Credit reserve build (release) for loans (26) (236) (85) 89 (178)

Provisions for benefits and claims (PBC), and other assets (1) (2) (4) 50 50

Provisions (releases) for credit losses and PBC $ 140 $ (126) $ (3) NM NM

Noncontrolling interests — — — — —

Efficiency ratio 76 % 85 % 92 %

Balance Sheet data (in billions of dollars)

Revenue by line of business

Revenue by geography

International revenue by cluster

Key drivers(4) (in billions of dollars)

EOP client balances

ACLL as a percentage of EOP loans 0.34 % 0.36 % 0.51 %

(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.

(2) Primarily related to fiduciary and administrative fees.

(3) Primarily related to principal transactions revenue including FX translation.

(4) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends.

(5) Includes assets under management, and trust and custody assets.

(6) Represents investment asset inflows, including dividends, interest and distributions, less investment asset outflows. See “Glossary” below for additional information. NNIA flows can fluctuate across quarters due to a variety of factors, including, but not limited to, the macroeconomic environment, market volatility, investor sentiment, client activity, seasonal effects and product mix and offering changes.

NM Not meaningful

2025 vs. 2024

Net income of $1.5 billion increased 49%.

Revenues increased 14%, driven by growth across Citigold, the Private Bankand Wealth at Work. Net interest income increased 17%,driven by higher deposit spreads, partially offset by lower mortgage spreadsand lower average deposit balances. Non-interest revenue increased 10%, driven by higher investment fee revenuesand a gain on sale of an alternative investment fund platform, partially offset by the loss of fee revenue from a sale of a trust business in the third quarter of 2025.

Client balances increased 9%, primarily driven by higher client investment assets, up 14%. The increase in client investment assets was driven by higher market valuationsand NNIA generation ($44 billion for the last 12 months), which represented 8% organic growth, partially offset by the sale of a trust business in the third quarter of 2025.

Average deposits decreased 1%, driven by lower deposits in Citigold in North America, as client transfers from USPB (including $15 billion of net transfers during the last 12 months) and net new deposits were more than offset by outflows, including a shift from deposits to higher-yielding investments. Average loans were unchanged, with growth in margin lending offset by transfers of certain relationships and associated mortgage loans to USPB from Wealth.

Private Bank revenues increased 12%, driven by higher deposit spreads, the gain on sale of an alternative investments fund platformand higher investment fee revenues, partially offset by lower mortgage spreads.

Citigold revenues increased 17%, driven by higher deposit spreads, higher investment fee revenuesand higher lending spreads, partially offset by lower average loan balancesand lower average deposit balances.

Wealth at Work revenues increased 6%, driven by higher deposit spreadsand higher investment fee revenues, primarily offset by lower mortgage spreads.

Expenses increased 3%, largely driven byhigher technology expenses, higher transactional and product servicing expensesand higher compensation and benefit expenses, as higher performance-related compensation and higher severance were partially offset by lower salaries due to lower headcount.

Provisions were $140 million, reflecting net credit losses of $170 million, and a net ACL release of $30 million. Net credit losses were primarily driven by international credit cards and write-downs of certain mortgage loans to their collateral value due to the impact of the California wildfires. Provisions were a benefit of $126 million in the prior year, reflecting a net ACL release of $247 million, driven by a refinement of loss assumptions in the margin lending portfolio and changes in the macroeconomic outlook, and net credit losses of $121 million.

For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below.

For additional information on Wealth’sloan portfolios, see “Managing Global Risk—Credit Risk—Consumer Credit” below.

For additional information about trends, uncertainties and risks related to future results of the businesses, see “Executive Summary” above and “Risk Factors” below.

U.S. PERSONAL BANKING

As of December 31, 2025, U.S. Personal Banking (USPB) includes Branded Cards, Retail Services and Retail Banking:

•Branded Cards includes proprietary credit card portfolios (Value, Rewards and Cash), co-branded card portfolios (including Costco and American Airlines) and personal installment loans.

•Retail Services includes co-brand and private label relationships (including, among others, The Home Depot, Best Buyand Macy’s).

•Retail Banking includes traditional banking services, including deposits, mortgages and other lending products, for retail and small business customers. Retail Banking branches are concentrated in six key metropolitan areas: New York, Los Angeles, San Francisco, Chicago, Miami and Washington, D.C.

USPB revenue is primarily generated from net interest income, driven by secured and unsecured consumer loans, including credit card and mortgage lending, as well as spread income on deposits.

Fee revenue is primarily generated through credit card activities, including interchange revenue and other card-related fees. Fee revenue reflects the impact of customer reward programs, partner payments within the credit card businesses and retail banking-related fees. For additional information on these types of revenues, see Note 5.

Effective as of the first quarter of 2026, Citi transferred its Retail Banking business from USPB to Wealth, and the remaining USPB businesses, including Branded Cards and Retail Services, were integrated into a new U.S. Consumer Cards (USCC) segment. For additional information, see “Overview” above.

Fee revenue

Credit reserve build (release) for loans (226) 1,006 1,464 NM (31)

Provision for credit losses on unfunded lending commitments 1 — 1 NM (100)

Provisions for benefits and claims (PBC), and other assets 5 13 8 (62) 63

Noncontrolling interests — — — — —

Efficiency ratio 46 % 48 % 52 %

Balance Sheet data (in billions of dollars)

Revenue by line of business(1)(4)

Key drivers(5) (in billions of dollars, except as otherwise noted)

ACLL as a percentage of EOP loans(6) 6.00 % 6.38 % 6.28 %

NCLs as a percentage of average loans 3.38 % 3.62 % 2.72 %

Branded Cards

NCLs as a percentage of average loans 3.68% 3.71% 2.68%

Retail Services

Credit card spend volume $ 88 $ 91 $ 95 (3) % (5) %

NCLs as a percentage of average loans 5.73% 6.27% 4.64%

Retail Banking

NCLs as a percentage of average loans 0.28 % 0.28 % 0.29 %

(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.

(2) Primarily related to credit cards and retail banking related fees.

(3) Primarily related to foreign exchange revenues in Retail Banking and revenue incentives from card networks in Branded Cards.

(4) Effective January 1, 2025, USPB changed its reporting for certain installment lending products that were transferred from Retail Banking to Branded Cards to reflect where these products are managed. Prior periods were conformed to reflect this change.

(5) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends.

(6) Excludes loans that are carried at fair value for all periods.

(7) Represents the number of new credit card accounts opened.

NM Not meaningful

2025 vs. 2024

Net income of $3.1 billion increased 124%.

Revenues increased 5%,driven by growth in Branded Cards and Retail Banking,partially offset by a decline in Retail Services. Net interest income increased 6%,driven by higher loan spreadsand interest-earning balancesin Branded Cards, as well as higher deposit spreads in Retail Banking,partially offset by lower interest-earning loan balancesand spreads in Retail Services.Non-interest revenue decreased 43%,driven by higher rewards costs in Branded Cardsand higher partner payment accruals in Retail Services,partially offset by higher gross interchange fees in Branded Cards.

Branded Cards revenues increased by 8%, driven by higher loan spreads and interest-earning balances, up 6%, as well as higher gross interchange fees,partially offset by higher rewards costs. Branded Cards average loans increased 5%.

Retail Services revenues decreased 6%, driven by higher partner payment accruals, as well as lower net interest incomedue to lower interest-earning loan balancesand spreads.Retail Services average loans decreased 2%.

Retail Banking revenues increased 21%,primarily driven by the impact of higher deposit spreads. Average deposits decreased 2%, as net new deposits were more than offset by client transfers to Wealth (including $15 billion of net transfers during the last 12 months).

Expenses increased 1%, driven by higher transactional and marketing expensesto support customer acquisition and engagement, largely offset by lower compensation and benefits due to lower headcount.

Provisions were $7.2 billion, reflecting net credit losses of $7.4 billion, and a net ACL release of $220 million. Net credit losses were down 2%,driven by improved credit performance in Retail Services,partially offset by an increase for loan growth in Branded Cards.The net ACL release was driven by changes in credit quality,largely offset by changes in the macroeconomic outlook.Provisions were $8.6 billion in the prior year, reflecting net credit losses of $7.6 billion, driven by Branded Cards and Retail Services,and a net ACL build of $1.0 billion, driven by changes in credit qualityand higher volume,partially offset by changes in the macroeconomic outlook.

For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below.

For additional information on USPB’s Branded Cards, Retail Services and Retail Banking loan portfolios, see “Managing Global Risk—Credit Risk—Consumer Credit” below.

For additional information about trends, uncertainties and risks related to future results of the businesses, see “Executive Summary” above and “Risk Factors” below.

ALL OTHER—Managed Basis

All Other (managed basis) includes:

•Legacy Franchises (managed basis), which excludes divestiture-related impacts discussed below, and

•Corporate/Other.

For information on divestiture-related impacts, see the discussion below as well as All Other—Divestiture-Related Impacts (Reconciling Items) below.

Legacy Franchises (Managed Basis)

Legacy Franchises (managed basis) results include the following:

•Mexico Consumer/SBMM, which operates primarily through Grupo Financiero Banamex, S.A. de C.V. (Banamex) and its consolidated subsidiaries, including Banco Nacional de Mexico, S.A.

•Asia Consumer, primarily representing the consumer banking operations of the remaining two exit countries (Poland and Korea)

•Legacy Holdings Assets

Legacy Franchises (managed basis) results include a $1.6 billion Russia-related CTA loss that remained in Accumulated other comprehensive income (AOCI) until closing of the sale of AO Citibank. The $1.6 billion loss is included in the Russia notable item. See further details below.

Legacy Franchises (managed basis) results exclude the following:

•divestiture-related impacts associated with Asia Consumer

•divestiture-related impacts associated with Banamex, including the Banamex-related notable item consisting of a $726 million ($714 million after-tax) goodwill impairment in the third quarter of 2025 (see below)

At December 31, 2025, Legacy Franchises (managed basis) had the following, which were substantially reported in Mexico Consumer/SBMM:

•1,289 retail branches

•$45 billion in deposits

•$17 billion in retail banking loans

•$10 billion in outstanding credit card balances

•$8 billion in outstanding corporate loans, reported within Mexico SBMM

Mexico Consumer/SBMM operates primarily through Banamex, which provides traditional retail banking and branded card products to consumers and small business customers and traditional middle-market banking products and services to commercial customers, and other affiliated subsidiaries that offer retirement fund administration and insurance products.

Mexico Consumer/SBMM’s results of operations are presented in a managerial view, and include certain intercompany allocations, managerial charges and offshore expenses that reflect the Mexico Consumer/SBMM operations as a component of Citi’s consolidated operations. Mexico Consumer/SBMM’s results of operations do not reflect, and may differ significantly from, Banamex’s results and operations as a standalone legal entity.

For additional information on the loans and deposits of Mexico Consumer/SBMM and Asia Consumer, see “Mexico Consumer/SBMM—” and “Asia Consumer—key indicators” in the table below.

Banamex Divestiture

In 2025, Citi continued to make substantial progress toward the divestiture of Banamex, which remains a strategic priority.

Any decisions related to the timing and structure of the

proposed Banamex initial public offering (IPO) and any

additional private sales will continue to be guided by several

factors, including, among other things, market conditions and

receipt of regulatory approvals.

On December 15, 2025, Citi completed the sale of 25% of Banamex’s outstanding common shares to a company wholly owned by Fernando Chico Pardo and members of his immediate family.

As a result of the closing of the 25% Banamex sale, and prior to deconsolidation, Citi’s stockholders’ equity increased by approximately $1.7 billion due to (i) the reclassification of an approximate $2.3 billion CTA loss associated with Banamex from AOCI (within stockholders’ equity) to Noncontrolling interests (NCI), which is a temporary benefit to Citi’s stockholders’ equity and will reverse at deconsolidation, partially offset by (ii) a net loss on sale of approximately $0.6 billion recorded primarily in additional paid-in capital within stockholders’ equity, which reflects the difference between the sale consideration received and 25% of the Banamex U.S. GAAP book value. The temporary benefit related to the reclassification of the CTA loss is subject to changes in FX.

Going forward, and prior to deconsolidation, Citi’s net income will reflect only Citi’s proportionate ownership (i.e., 75%) of Banamex’s U.S. GAAP legal‐entity net income, with the remaining 25% recorded in NCI. In addition, 25% of any changes related to Banamex’s U.S. GAAP legal-entity net equity, as well as the 25% proportionate share of the CTA balance associated with Banamex, will be reflected in NCI on the Consolidated Balance Sheet.

As of December 31, 2025, approximately $(9) billion of unrealized CTA losses, net of hedges and taxes, was attributed to Banamex and its consolidated subsidiaries. Following the 25% share sale, 25% of the unrealized CTA losses were reclassified to NCI, with the remaining 75% continuing to be reported within Citi’s AOCI (see Note 21 for additional information).

Citi will deconsolidate Banamex when it owns less than 50% of Banamex’s voting stock and does not have substantive participating rights in Banamex. During the quarter in which a deconsolidation occurs, the CTA loss attributable to Banamex and its consolidated subsidiaries, including the amounts recorded within AOCI and NCI,will be recognized in earnings, impacting EPS and RoTCE, and reversing the temporary capital benefit from prior sales. The cumulative impact of the CTA loss will be regulatory capital neutral to Citi. The $(9) billion in CTA losses is subject to change prior to deconsolidation, including as a result of FX movements.

For additional information, see the Consolidated Statement of Changes in Stockholders’ Equity and Notes 2 and 21.

Russia-Related CTA Loss

AO Citibank and its related impacts are not excluded from the results of Legacy Franchises (managed basis). The sale of AO Citibank is not considered part of Citi’s divestitures of its Asia Consumer businesses, as AO Citibank includes Citi’s remaining operations (non-consumer) in Russia and was not part of Citi’s strategic refresh.

The cumulative impact of the $1.6 billion CTA loss, including any FX movements that were released from Accumulated other comprehensive income (AOCI) upon closing, were regulatory capital neutral to Citi.

For additional information about the sale of AO Citibank and its impacts, see below, “Managing Global Risk—Other Risks—Country Risk—Russia” below and “Sale of AO Citibank” in Note 2.

Overall Divestiture Progress

Since Citi announced its intention to exit consumer banking across 14 markets in Asia, Europe, the Middle East and Mexico as part of its strategic refresh, it has:

•completed the sale of 25% of Banamex’s outstanding common shares

•signed an agreement to sell the Poland consumer banking business, which is expected to close by mid-2026, subject to regulatory approvals and other customary closing conditions

•continued to make progress on the wind-down in Korea

•substantially completed wind-downs of the consumer businesses in China and Russia

•exited nine markets

In addition to the divestitures that are part of Citi’s strategic refresh, on February 18, 2026, Citi signed and closed

the sale of AO Citibank in Russia to RenCap.

See Note 2 for additional information on Legacy Franchises’ consumer banking business sales and wind-downs.

Corporate/Other

Corporate/Otherincludes results of Corporate Treasury

managed activities, unallocated global operations and

technology expenses, certain unallocated costs of global staff functions (including finance, risk, human resources, legal and compliance-related costs) including certain transformation-related spend, other corporate expenses (including income taxes) and discontinued operations.

Income (loss) from discontinued operations, net of taxes (3) (2) (1) (50) (100)

Noncontrolling interests 14 (30) 16 NM NM

Balance Sheet data (in billions of dollars)

Revenue by line of business(1)

Legacy Holdings Assets 7 (118) 110 NM NM

Mexico Consumer/SBMM—key indicators (in billions of dollars)

NCLs as a percentage of average loans(Mexico Consumer only) 5.56 % 4.52 % 4.01 %

Asia Consumer—key indicators(2) (in billions of dollars)

Legacy Holdings Assets—key indicators (in billions of dollars)

(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.

(2) The key indicators for Asia Consumer also reflect the reclassification of loans and deposits to Other assets and Other liabilities under held-for-sale (HFS) accounting on Citi’s Consolidated Balance Sheet.

NM Not meaningful

2025 vs. 2024

Net loss was $4.5 billion, compared to a net loss of $2.4 billion in the prior year.

All Other (managed basis) revenues of $4.4 billion decreased 41%, driven by lower revenues in Corporate/Other and Legacy Franchises (managed basis), which includes certain impacts of the Russia-related notable item.

Legacy Franchises (managed basis) revenues of $5.5 billion decreased 19%, due to lower revenues in Asia Consumer (managed basis), which includes certain impacts of the Russia-related notable item,partially offset by higher revenues in Mexico Consumer/SBMM (managed basis) and Legacy Holdings Assets.

Mexico Consumer/SBMM (managed basis) revenues of $6.5 billion increased 6%,primarily due to higher loan balances in retail banking, cards and SBMM, and higher deposits in SBMMas well as higher fee revenues in the wealth, retirement and insurance businesses.

Asia Consumer (managed basis) revenues were $(995) million, compared to $812 million in the prior year, driven by certain impacts of the Russia-related notable item and reduction from the closed exits and wind-downs.

For additional information on the Russia-related notable item, see “Overview—Non-GAAP Financial Measures,” “Executive Summary” and “Recent Developments” above, “Managing Global Risk—Other Risks—Country Risk—Russia” below and “Sale of AO Citibank” in Note 2.

Legacy Holdings Assets revenues were $7 million, compared to $(118) million in the prior year, driven by the absence of higher funding costs in the prior year related to the transfer of the retail banking business in the U.K.

Corporate/Other revenues decreased to $(1.1) billion, compared to $668 million in the prior year, driven by lower net interest income and lower non-interest revenue. The lower net interest income was due to a lower benefit from cash and securities reinvestment, driven by actions taken over the last few quarters to reduce Citi’s asset sensitivity in a declining interest rate environment. The lower non-interest revenue was primarily driven by gains in the prior year on the sale of certain investments and other assets.

Expenses decreased 4%, driven by closed exits and wind-downs, lower deposit insurance costs, the absence of the restructuring charge that occurred in the prior year (see Note 9) and the absence of civil money penalties in the prior year. This decline was primarily offset by higher investments in Citi’s transformation and technology and higher severance costs. For additional information on

Citi’s transformation investments, see “Citi’s Multiyear

Transformation” above.

Provisions were $1.5 billion, reflecting net credit losses of $1.2 billion, and a net ACL build of $363 million. Net credit losses increased 24%,driven by higher consumer lending volume and portfolio seasoning in Mexico Consumer.The net ACL build was primarily driven by higher consumer lending volumeand changes in credit qualityin Mexico Consumer, as well as transfer risk associated with Russia.Provisions were $1.1 billion in the prior year, reflecting net credit losses of $928 million, primarily in Mexico Consumer,and a net ACL build of $187 million, primarily driven by higher consumer lending volumeand changes in credit qualityin Mexico Consumer.

For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below.

For additional information about trends, uncertainties and risks related to future results of the businesses, see “Executive Summary” above and “Risk Factors” below.

ALL OTHER—Divestiture-Related Impacts (Reconciling Items)

The table below presents a reconciliation from All Other (U.S. GAAP) to All Other (managed basis). All Other (U.S. GAAP), less Reconciling Items, equals All Other (managed basis). The Reconciling Items are reflected on each relevant line item in Citi’s Consolidated Statement of Income.

All Other (managed basis) and Legacy Franchises (managed basis) results exclude divestiture-related impacts (see the “Reconciling Items” column in the table below) related to:

•Citi’s divestitures of its Asia Consumer businesses, and

•the ongoing divestiture of Grupo Financiero Banamex, S.A. de C.V. (Banamex), reported within All Other (U.S. GAAP).

Certain of the results of operations of All Other (managed basis) and Legacy Franchises (managed basis) are non-GAAP financial measures (see “Overview—Non-GAAP Financial Measures” above).

(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.

(2) 2025 includes (i) an approximate $186 million loss recorded in revenue (approximately $157 million after-tax), driven by the announced sale of the Poland consumer banking business; and (ii) approximately $877 million in operating expenses (approximately $821 million after-tax), driven by a goodwill impairment charge in Mexico ($726 million ($714 million after-tax)) and other costs, primarily separation costs in Mexico and severance costs in the Asia exit markets (collectively approximately $151 million (approximately $107 million after-tax)).

(3) 2024 includes $318 million (approximately $220 million after-tax) in operating expenses, primarily related to separation costs in Mexico and severance costs in the Asia exit markets.

(4) 2023 includes (i) an approximate $1.059 billion gain on sale recorded in revenue (approximately $727 million after-tax), related to the India consumer banking business sale; (ii) an approximate $403 million gain on sale recorded in revenue (approximately $284 million after-tax), related to the Taiwan consumer banking business sale; and (iii) approximately $372 million (approximately $263 million after-tax) in operating expenses, primarily related to separation costs in Mexico and severance costs in the Asia exit markets.

CAPITAL RESOURCES

Overview

Citi uses capital principally to support its businesses and to absorb potential losses, including credit, market and operational losses. Citi primarily generates capital through earnings from its operating businesses. Citi may augment its capital through issuances of common stock and noncumulative perpetual preferred stock, among other issuances. Further, Citi’s capital levels may also be affected by changes in accounting and regulatory standards, as well as the impact of future events on Citi’s business results, such as acquisitions and divestitures and changes in interest and foreign exchange rates.

For additional information on capital-related risks, trends and uncertainties, see “Regulatory Capital Standards and Developments” as well as “Risk Factors—Strategic Risks,” “—Operational Risks” and “—Compliance Risks” below.

Capital Management

Citi’s capital management framework is designed to ensure that Citigroup and its principal subsidiaries maintain sufficient capital consistent with each entity’s respective risk profile, management targets and all applicable regulatory standards and guidelines. Citi assesses its capital adequacy against a series of internal quantitative capital goals, designed to evaluate its capital levels in expected and stressed economic environments. Underlying these internal quantitative capital goals are strategic capital considerations, centered on preserving and building financial strength.

Citi’s Chief Risk Officer (CRO) and Chief Financial Officer (CFO) co-chair Citigroup’s Capital Committee, which includes Citi’s Treasurer and other senior executives. The Citigroup Capital Committee, with oversight from the Risk Management Committee of Citigroup’s Board of Directors, has responsibility for Citi’s aggregate capital structure, including the capital assessment and planning process, which is integrated into Citi’s capital plan. Balance sheet management, including oversight of capital adequacy for Citigroup’s subsidiaries, is governed by each entity’s Asset and Liability Committee, where applicable.

For additional information regarding Citi’s capital planning and stress testing exercises, see “Stress Testing Component of Capital Planning” below.

Current Regulatory Capital Standards

Citi is subject to regulatory capital rules issued by the FRB, in coordination with the OCC and FDIC, including the U.S. implementation of the Basel III rules (for information on potential changes to the Basel III rules, see “Regulatory Capital Standards and Developments” and “Risk Factors—Strategic Risks” below). These rules establish an integrated capital adequacy framework, encompassing both risk-based capital ratios and leverage ratios. Banking and broker-dealer subsidiaries of Citigroup are also subject to local capital requirements in the jurisdictions in which they operate, which impact allocations of capital within Citigroup, and may restrict the ability to remit earnings to Citigroup. The availability of such earnings may impact the ability of Citigroup to engage in return of capital to common shareholders in the form of

dividends and share repurchases, absorb potential losses and support business growth.

Risk-Based Capital Ratios

The U.S. Basel III rules set forth the composition of regulatory capital (including the application of regulatory capital adjustments and deductions), as well as two comprehensive methodologies (a Standardized Approach and Advanced Approaches) for measuring total risk-weighted assets.

Total risk-weighted assets under the Standardized Approach include credit and market risk-weighted assets, which are generally prescribed supervisory risk weights. Total risk-weighted assets under the Advanced Approaches, which are primarily model based, include credit, market and operational risk-weighted assets. As a result, credit risk-weighted assets calculated under the Advanced Approaches are more risk sensitive than those calculated under the Standardized Approach. Market risk-weighted assets are currently calculated on a generally consistent basis under both the Standardized and Advanced Approaches. The Standardized Approach does not include operational risk-weighted assets.

Under the U.S. Basel III rules, Citigroup is required to maintain several regulatory capital buffers above the stated minimum capital requirements to avoid certain limitations on capital distributions and discretionary bonus payments to executive officers.

Similarly, Citigroup’s primary subsidiary, Citibank, N.A. (Citibank), is required to maintain minimum regulatory capital ratios plus applicable regulatory buffers, as well as to hold sufficient capital to be considered “well capitalized” under the Prompt Corrective Action framework. For additional information, see “Regulatory Capital Buffers” and “Prompt Corrective Action Framework” below.

Further, the U.S. Basel III rules implement the “capital floor provision” of the Dodd-Frank Act (also known as the “Collins Amendment”), which requires banking organizations to calculate “generally applicable” capital requirements. As a result, Citi must calculate each of the three risk-based capital ratios (CET1 Capital, Tier 1 Capital and Total Capital) under both the Standardized Approach and the Advanced Approaches and comply with the more binding of each of the resulting risk-based capital ratios.

Leverage Ratio

Under the U.S. Basel III rules, Citigroup is also required to maintain a minimum Leverage ratio of 4.0%. Similarly, Citibank is required to maintain a minimum Leverage ratio of 5.0% to be considered “well capitalized” under the Prompt Corrective Action framework. The Leverage ratio, a non-risk-based measure of capital adequacy, is defined as Tier 1 Capital as a percentage of quarterly adjusted average total assets less amounts deducted from Tier 1 Capital.

Supplementary Leverage Ratio

Citi is also required to calculate a Supplementary Leverage ratio (SLR), which differs from the Leverage ratio by including certain off-balance sheet exposures within the denominator of the ratio (Total Leverage Exposure). The SLR represents end-of-period Tier 1 Capital to Total Leverage

Exposure. Total Leverage Exposure is defined as the sum of (i) the daily average of on-balance sheet assets for the quarter and (ii) the average of certain off-balance sheet exposures calculated as of the last day of each month in the quarter, less applicable Tier 1 Capital deductions. Advanced Approaches banking organizations are required to maintain a stated minimum SLR of 3.0%.

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