Form 8-A12B CITIGROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Citigroup Inc.

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is to become effective pursuant to General Instruction A.(c), please check the following box. ☒

If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective pursuant to General Instruction A.(d), please check the following box. ☐

Securities Act registration statement file number to which this form relates:

File No. 333-270327

Securities to be registered pursuant to Section 12(g) of the Act:

None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Citigroup Inc. (the “Registrant”) registers hereunder its depositary shares (the “Depositary Shares”) representing fractional interests in its 6.250% Noncumulative Preferred Stock, Series II (the “Preferred Stock”). For a description of the securities to be registered hereunder, reference is made to the information under the heading “Description of Preferred Stock” on pages 83 through 85 and “Description of Depositary Shares” on pages 86 through 88 of the Registrant’s prospectus dated March 7, 2023 (Registration No. 333-270327). In addition, a detailed description of the Preferred Stock and the Depositary Shares may be found under the heading “Description of the Preferred Stock” on pages S-12 through S-18 and “Description of the Depositary Shares” on pages S-19 through S-20 of the prospectus supplement dated January 27, 2026, which description, and the Registrant’s prospectus, is hereby incorporated herein by reference and made part of this registration statement in its entirety.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.