C: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 20, 2026, the stockholders of Citigroup Inc. (Citigroup or Citi), upon recommendation of Citigroup’s Board of Directors (Board), approved an amendment to the Citigroup 2019 Stock Incentive Plan (the 2019 Plan), which was first approved by stockholders on April 16, 2019. The amendment to the 2019 Plan increases the authorized number of shares available for grant under the 2019 Plan by 20 million shares. The 2019 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2026 Annual Meeting of Stockholders (Proxy Statement). The Proxy Statement, which includes a description of the 2019 Plan, was filed with the U.S. Securities and Exchange Commission on April 2, 2026. The descriptions of the 2019 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2019 Plan set forth in Exhibit 10.1 to this Current Report on Form 8-K. ​ Item 5.07 Submission of Matters to a Vote of Security Holders. Citigroup’s 2026 Annual Meeting of Stockholders was held on May 20, 2026. At the meeting: (1) 13 persons were elected to serve as directors of Citigroup; (2) the selection of KPMG LLP to serve as the independent registered public accounting firm of Citigroup for 2026 was ratified; (3) an advisory vote on our 2025 Executive Compensation was approved; and (4) a proposal requesting additional shares for the Citigroup 2019 Stock Incentive Plan was approved. ​ Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes. ​ ​ (1) Election of Directors