Citigroup said it entered into a Terms Agreement on January 16, 2025 with the underwriters named therein, relating to the issuance and sale of 6.020% Fixed Rate / Floating Rate Callable Subordinated Notes due January 24, 2036.

1. 01

   Citigroup said it entered into a Terms Agreement on January 16, 2025 with the underwriters named therein, relating to the issuance and sale of 6.020% Fixed Rate / Floating Rate Callable Subordinated Notes due January 24, 2036.

2. 02

   The company said it attached the Form of Note for its 6.020% Fixed Rate / Floating Rate Callable Subordinated Notes due January 24, 2036 as Exhibit 4.01 to this 8-K.

3. 03

   The company attached the opinion of Karen Wang, Esq. as Exhibit 5.01 and a list of securities registered under Section 12(b) as of the filing date as Exhibit 99.01. The list includes common stock with par value $.01 per share and trust preferred securities, among others.

4. 04

   The company said in Exhibit 99.01 that Medium-Term Senior Notes, Series N issued by CGMHI, including Step-Up Coupon, Fixed Rate and Floating Rate Notes due September 2026 to March 2036, are registered under Section 12(b) with the company's guarantee.

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