Citigroup Inc. Files Legal Opinion for Multi-Billion Dollar Senior Notes Offering

Overview of Filing

On September 24, 2026, Citigroup Inc. (NYSE: C) filed a Current Report on Form 8-K under Item 9.01 (Financial Statements and Exhibits) with an earliest event date of September 17, 2026.

Details of the Transaction / Offering

The filing provides exhibits in connection with public offerings of senior notes registered under Citigroup's automatic shelf registration statement on Form S-3ASR (File No. 333-293732) and the related prospectus supplement dated September 17, 2026:

1. $3,500,000,000 5.266% Fixed Rate / Floating Rate Senior Notes due September 24, 2029
2. $3,500,000,000 5.583% Fixed Rate / Floating Rate Senior Notes due September 24, 2032
3. $4,500,000,000 5.860% Fixed Rate / Floating Rate Senior Notes due September 24, 2037
4. Floating Rate Senior Notes due September 24, 2029

The notes were issued pursuant to Citigroup's Senior Debt Indenture dated November 13, 2013, as amended, with The Bank of New York Mellon acting as trustee.

Key Exhibits Filed

• Exhibit 5.01: Legal opinion of Karen Wang, Esq., Director—Corporate Securities Issuance Legal of Citigroup Inc., confirming the validity and enforceability of the securities.
• Exhibit 99.01: Listing of Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
• Exhibit 104: Inline XBRL cover page interactive data file.

Market Impact & Significance

• Trading Significance: Low. This is a routine administrative filing providing legal documentation for institutional senior debt issuance typical of major banking institutions to manage liquidity, capital structure, and funding needs.