Citi’s $800 Million Retail Preferred Stock Offering

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., in a registered offering by Citigroup Inc. (Citi) of 32 million depositary shares, each representing a 1/1,000th interest in a share of 6.25% noncumulative perpetual preferred stock, Series II ($25,000 liquidation preference per share).

The depositary shares will be listed on the NYSE. The offering priced on January 27, 2026, and will close on February 3, 2026.

This was Citi’s first retail preferred stock offering since 2016.

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.

The Cleary team included managing partner Jeff Karpf, counsel Elizabeth Chang, associates Grady Tarplee and Julian Vleeschhouwer, and law clerk Jean Choi. Partner Matthew Brigham and associate Nathaniel Pribil advised on tax matters. Partner Lauren Semrad and associate Andrew Tynes advised on bank regulatory matters.