CCitigroup

• potential fiscal, monetary, tax, sanctions and other changes promulgated by the U.S. federal government and other governments (see the macroeconomic challenges and uncertainties and changes to interest rates risk factors above) References to “regulatory” refer to both formal regulation and the views and expectations of Citi’s regulators in their supervisory and enforcement roles, which, as they change over time, can have a major impact. Additionally, U.S. and international regulatory and legislative initiatives have not always been undertaken or implemented on a coordinated basis, and areas of divergence have developed and continue to develop with respect to their scope, interpretation, timing, structure or approach, leading to inconsistent or even conflicting requirements, including within a single jurisdiction. Further, ongoing regulatory and legislative uncertainties and changes make Citi’s long-term business, balance sheet and strategic planning difficult, subject to change, and potentially more costly and may impact its results of operations. U.S. and other regulators globally have implemented and continue to discuss various changes to certain regulatory requirements, which would require ongoing assessment by management as to the impact to Citi, its businesses and business planning. Business planning must necessarily be based on possible or proposed rules or outcomes, which can change significantly upon finalization, or upon implementation or interpretive guidance from numerous regulatory bodies worldwide, and such guidance can change. Regulatory and legislative changes have also significantly increased Citi’s compliance risks and costs (see the implementation and interpretation of regulatory scrutiny and changes risk factor below) and can adversely affect Citi’s competitive position, as well as its businesses, revenues, results of operations and financial condition. Citi May Be Unable to Achieve Its Objectives from Its Simplification, Transformation and Enhanced Business Performance Priorities. Citi has been pursuing overall simplification initiatives to enhance its client focus and reduce expenses. Citi’s simplification initiatives, including completing its divestiture of Banamex, involve various execution challenges, may take longer than expected and may result in higher expenses, or lower than expected expense savings, CTA and other losses or other negative financial or strategic impacts, which could be material, and litigation and regulatory scrutiny (for information about CTA impacts, see the changes in or incorrect assumptions risk factor below). As part of its multiyear transformation, Citi also continues to make significant investments and undertake substantial actions across the Company to modernize its data and technology infrastructure, further strengthen its risk and controls environment and further enhance safety and soundness (see “Citi’s Multiyear Transformation” above and the legal and regulatory proceedings risk factor below).

Any adjustments needed to the modeled expected losses in the quantitative calculations are addressed through a qualitative adjustment. The qualitative management adjustment considers, among other things: certain component includes risks that are not fully captured in the quantitative component. These may include but are not limited to portfolio characteristics and concentrations; collateral coverage; model limitations; characteristics, idiosyncratic events; events, factors not within historical loss data or the economic forecast, uncertainty in the credit environment and other relevant criteria under factors as required by banking supervisory guidance for the ACL. The qualitative adjustment also reflects the estimated impact primary examples of the pandemic on the economic forecasts and the impact on credit loss estimates. The total ACL is composed of risks that are not fully captured in the quantitative component are (i) potential impacts on vulnerable industries and qualitative components. regions due to emerging macroeconomic risks and uncertainties, including those related to a potential global recession, inflation, interest rates and commodity prices and (ii) transfer risk associated with exposures outside the U.S. Citi’s qualitative component declined year-over-year, primarily largely driven by (i) the full release reclassification of COVID-19 - AO Citibank to held-for-sale, including the related ACL, resulting from Citi’s planned sale of AO Citibank (which was sold on February 18, 2026). See “Accounting Changes” below for information about how the calculation of the quantitative component of the ACL changed in 2025.

Since April 2018, Citigroup and certain of its affiliates, including Citibank and CGMI, have been named in state court qui tam lawsuits in which Edelweiss Fund, LLC alleges that Citi and other financial institutions defrauded certain state and municipal VRDO issuers in connection with resetting VRDO interest rates. Filed under each state’s respective false claims act, these actions are pending in state courts in California, Illinois, New Jersey, and New York, and are captioned STATE OF CALIFORNIA EX REL. EDELWEISS FUND, LLC v. JP MORGAN CHASE & CO., ET AL., STATE OF ILLINOIS EX REL. EDELWEISS FUND, LLC v. JP MORGAN CHASE & CO., ET AL., STATE OF NEW JERSEY EX REL. EDELWEISS FUND, LLC v. JP MORGAN CHASE & CO., ET AL., and STATE OF NEW YORK EX REL. EDELWEISS FUND, LLC v. JP MORGAN CHASE & CO., ET AL., respectively. In the Illinois California state qui tam, a hearing on the parties entered into a settlement agreement effective parties’ motions for summary judgment is scheduled for February 1, 2024. 19, 2026 and trial is set for June 8, 2026. In the New Jersey state qui tam, on December 27, 2024, the Appellate Division of the New Jersey Superior Court remanded the case to the trial court for the entry of summary judgment in favor of defendants. defendants, and on May 16, 2025, the New Jersey Supreme Court granted the plaintiff-relator’s petition for certification of the appeal. In the New York state qui tam, the trial court granted in part and denied in part defendants’ and plaintiff-relator’s cross-motions for summary judgment decision on April 4, 2025. Defendants appealed the decision to the New York Supreme Court Appellate Division, First Judicial Department. Additional information concerning these actions is publicly available in court filings under the docket numbers CGC-14-540777 (Cal. Super. Ct.) (Schulman, J.), 2017 L 000289 (Ill. Cir. Ct.) (Donnelly, J.), A163264 (Cal. 1st App. Div.); L-885-15 (N.J. Super. Ct.) (Hurd, J.), A-1340-23 (N.J. App. Div.), and 090285 (N.J. S. Ct.); and 100559/2014 (N.Y. Sup. Ct.) (Borrok, J.). J.) and 2025-02242 (N.Y. App. Div.).

• Risk Management Committee: assists the Board in fulfilling its responsibility with respect to (i) Committee (Board RMC) provides oversight of Citigroup’s risk management framework and risk culture, including the significant policies and practices used in managing credit, market (trading for risk management and non-trading), liquidity, strategic, operational, compliance and reputation, including those pertaining to capital management, and (ii) oversight of oversees the performance of the Global Citi’s Credit Risk Review (GRR) credit function. This Committee reviews Citigroup’s aggregate risk profile and collateral review function. The Committee reports to ensures the Board of Directors regarding Citigroup’s risk profile, as well as management’s adherence to its risk management framework, including the significant policies and practices employed to manage risks in Citigroup, as well as the overall adequacy of the Company’s risk management functions. Its responsibilities include approving the Enterprise Risk Management function. Framework (ERMF) and key risk policies, reviewing the risk appetite statement and recommending it to the Board. Additionally, this Committee has responsibilities regarding the approval, replacement and compensation of the Chief Risk Officer.