Citi’s $6.25 Billion Offering

Cleary Gottlieb represented the dealers, led by Citigroup Global Markets Inc., in four public bank notes offerings by Citibank N.A. (Citibank).

Citibank offered $3 billion aggregate principal amount of 4.846% fixed-rate/floating-rate callable senior notes due 2032, $2 billion aggregate principal amount of 4.554% fixed-rate/floating-rate callable senior notes due 2029, $750 million aggregate principal amount of floating-rate callable senior notes due 2029, and $500 million aggregate principal amount of floating-rate callable senior notes due 2028. The notes were offered under the exemption from registration found in Section 3(a)(2) of the Securities Act and will be issued on June 18, 2026. Cleary also acted as counsel to Citibank in establishing its notes program.

Citi, a global diversified financial services holding company, provides a broad range of financial products and services to consumers, corporations, governments, and institutions. Citi does business in nearly 160 countries and jurisdictions.

Citibank, an indirect wholly owned subsidiary of Citi, is a commercial bank that, through its branches, and along with its subsidiaries and affiliates, offers a wide range of retail and commercial banking and trust services to its customers throughout the United States and the world. Citibank’s principal offerings include investment banking, commercial banking, cash management, trade finance, and e-commerce; private banking products and services; consumer finance, credit cards, and mortgage lending; and retail banking products and services.

The Cleary team included counsel Elizabeth Chang and associates Grady Tarplee, Jean Choi, and Julian Vleeschhouwer. Partner Matthew Brigham and associate Nathaniel Pribil advised on tax matters.