Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. (a) OnJanuary 22, 2020 ,Citigroup Inc. filed a Certificate of Designations with the Secretary of State of theState of Delaware , establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V. The Certificate of Designations amended Citigroup's Restated Certificate of Incorporation, as amended, and was effective immediately on filing. A copy of the Certificate of Designations is being filed as an exhibit to this Form 8-K and is incorporated herein by reference in its entirety. Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 15, 2020 , amongCitigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/25th interest in a share of 4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V, ofCitigroup Inc. 3.1 Certificate of Designations of 4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V, ofCitigroup Inc. 4.1 Deposit Agreement, datedJanuary 23, 2020 amongCitigroup Inc. ,Computershare Inc. , aDelaware corporation, and its wholly-owned subsidiaryComputershare Trust Company, N.A. , a federally charted national association, jointly as Depositary,Computershare Trust Company N.A. , as Registrar and Transfer Agent, and all holders from time to time of Receipts, Depositary Shares and the related 4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V ofCitigroup Inc. 5.1 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP 99.1Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL
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