CITIGROUP INC (Form: S-8, Received: 05/12/2022 17:26:03)

As filed with the Securities and Exchange Commission on May 12, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CITIGROUP INC.

(Exact name of registrant as specified in its charter)


Delaware						52-1568099
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

388 Greenwich Street New York, NY						10013
(Address of Principal Executive Offices)						(Zip Code)

Citigroup 2019 Stock Incentive Plan

(Full title of the plan)

Brent McIntosh

General Counsel

Citigroup Inc.

388 Greenwich Street

New York, NY 10013

(Name and address of agent for service)

(212) 559-1000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

On April 26, 2022, stockholders of Citigroup Inc. (the “Registrant”) approved an amendment to the Citigroup 2019 Stock Incentive Plan (the “Plan”) that increased its share authorization by 36,000,000 shares, $0.1 par value per share. The shares registered on this Registration Statement are in addition to the shares previously registered on a Registration Statement on Form S-8 filed in connection with the Plan on May 16, 2019 (File No. 333-231547), the additional 15,000,000 shares previously registered on a Registration Statement on Form S-8 filed on May 15, 2020 (File No. 333-238303) in connection with an amendment to the Plan approved by the Registrant’s stockholders on April 21, 2020, and to the additional 20,000,000 shares registered on a Registration Statement on Form S-8 filed on May 13, 2021 (File No. 333-256102), in connection with an amendment to the Plan approved by the Registrant’s stockholders on April 27, 2021. In accordance with the requirements of General Instruction E to Form S-8, the contents of the earlier Registration Statements are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See Exhibit Index below.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 12, 2022.



CITIGROUP INC. (Registrant)

By:						/s/ MARK A. L. MASON
						Mark A. L. Mason Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities on May 12, 2022 .


Signature						Title

/s/ JANE FRASER						Chief Executive Officer and Director
Jane Fraser						(Principal Executive Officer)

/s/ MARK A. L. MASON						Chief Financial Officer
Mark A. L. Mason						(Principal Financial Officer)

/s/ JOHNBULL E. OKPARA						Controller
Johnbull E. Okpara						(Principal Accounting Officer)

*						Director
Ellen M. Costello

*						Director
Grace E. Dailey

*						Director
Barbara Desoer

*						Director
John C. Dugan						(Chair)


*						Director
Peter B. Henry

*						Director
S. Leslie Ireland

*						Director
Renée J. James

*						Director
Gary M. Reiner

*						Director
Diana L. Taylor


			Signature						Title

			*						Director
			James S. Turley


			*By:						/s/ MARK A. L. MASON
									Mark A. L. Mason Attorney-in-Fact

EXHIBIT INDEX



Exhibit Number						Description of Exhibit

4.1						Citigroup 2019 Stock Incentive Plan (as amended and restated as of April 26, 2022), incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on April 28, 2022 (File No. 001-09924).

4.2						Restated Certificate of Incorporation of Citigroup Inc., as amended, as in effect on the date hereof, incorporated by reference to Exhibit 3.01 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on November 8, 2021 (File No. 001-09924).

4.3						By-laws of Citigroup Inc., as amended, as in effect on the date hereof, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 19, 2019 (File No. 001-09924).

5.1*						Opinion of Arthur Henry Kohn, with respect to the legality of the securities being registered

23.1*						Consent of Arthur Henry Kohn (included in the opinion filed as Exhibit 5.1)

23.2*						Consent of KPMG LLP

24.1*						Limited Power of Attorney of the directors of the Registrant

107*						Filing Fee Table

______________________

* Filed herewith.

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Citigroup Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common Stock, $.01 par value per share (“Common Stock”)

Other (2)

36,000,000 (1)

$51.41 (2)

$1,850,760,000(2)

$0.0000927

$171,565.45

Total Offering Amounts

$1,850,760,000(2)

$171,565.45

Total Fee Offsets

Net Fee Due

$171,565.45


(1)			Represents Common Stock issuable under the Citigroup 2019 Stock Incentive Plan. In addition, this Registration Statement also relates to such indeterminable number of additional shares of Common Stock as may be issuable pursuant to stock splits, stock dividends or similar transactions.


(2)			Estimated pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee, based on the average of the high and low sales prices of the Common Stock as reported in the consolidated reporting system on May 5, 2022.

Exhibit 5.1

May 12, 2022

Citigroup Inc.

388 Greenwich Street

New York, NY 10013

Ladies and Gentlemen:

I am Managing Director, General Counsel – ERISA, Compensation, and Benefits of Citigroup Inc., a Delaware corporation (the “Company”). I have acted as counsel to the Company in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), for the registration of an additional 36,000,000 shares of Citigroup Inc. common stock, $.01 par value (the “Shares”) for issuance in accordance with the terms of the Citigroup 2019 Stock Incentive Plan, as amended and restated as of April 26, 2022 (the “Plan”), pursuant to an amendment adopted by stockholders on April 26, 2022.

In connection with the foregoing, I or attorneys under my supervision have examined the Restated Certificate of Incorporation and By-Laws of the Company, as amended, the Plan document, resolutions duly adopted by the Board of Directors of the Company relating to the Plan, and such other documents and instruments of the Company that I have deemed necessary or appropriate for the purposes of the opinion expressed herein. In addition, I or attorneys under my supervision have conferred with various officers and directors of the Company and have ascertained or verified to my satisfaction such additional facts as I have deemed necessary or appropriate for the purposes of this opinion. As to certain factual matters relevant to this opinion, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as certified, photostatic or facsimile copies, and the authenticity of the originals of such latter documents.

Based upon the foregoing, I am of the opinion that, when issued in accordance with the terms and conditions of the provisions of the Plan, the Shares will be legally issued, fully paid, and non-assessable.

My opinion is limited to matters governed by the Federal laws of the United States of America and the General Corporation Law of the State of Delaware. My opinion is as of the date hereof, and I undertake no obligation to advise you of any changes in applicable law or any other matters that may come to my attention after the date hereof that may affect my opinion expressed herein.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to me under the heading “Interests of Named Experts and Counsel” in the Registration Statement. In giving this consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder.


Very truly yours,

/s/ ARTHUR HENRY KOHN
Arthur Henry Kohn Managing Director General Counsel – ERISA, Compensation, and Benefits

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 25, 2022, except as to Notes 1, 2, 3, 5, 14, 15 and 16, which are as of May 10, 2022, with respect to the consolidated financial statements of Citigroup Inc., and our report with respect to the effectiveness of internal control over financial reporting, dated February 25, 2022 incorporated herein by reference.

/s/ KPMG LLP

New York, New York

May 12, 2022

Exhibit 24.1

Limited Power of Attorney

(Form S-8)

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (“the Company”), does hereby constitute and appoint each of Jane Fraser, Mark A. L. Mason, and Brent J. McIntosh the true and lawful attorney-in-fact and agent of the undersigned, to do or cause to be done any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem advisable or necessary to enable the Company to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities of the Company being registered on each Registration Statement on Form S-8 to which this power of attorney is filed as an exhibit (the “Securities”), including specifically, but without limiting the generality of the foregoing, power and authority to sign, in the name and on behalf of the undersigned as a director of the Company, each Registration Statement on Form S-8 to which this power of attorney is filed as an exhibit, each Registration Statement under Rule 462(b) of the Securities Act, or another appropriate form in respect of the registration of the Securities, and any and all amendments thereto, including post-effective amendments, and any instruments, contracts, documents or other writings of which the originals or copies thereof are to be filed as a part of, or in connection with, any such Registration Statements or any other appropriate forms or amendments thereto, and to file or cause to be filed the same with the Securities and Exchange Commission, and to effect any and all applications and other instruments in the name and on behalf of the undersigned which said attorney-in-fact and agent deem advisable in order to qualify or register the Securities under the securities laws of any of the several States or other jurisdictions; and the undersigned does hereby ratify all that said attorney-in-fact and agent shall do or cause to be done by virtue thereof. Each attorney-in-fact and agent is hereby granted full power of substitution and revocation with respect hereto.