Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ( Mark One ) ☑ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 1-9924 Citigroup Inc. to ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 388 Greenwich Street , New York NY ( Address of principal executive offices ) ( 212 ) 559-1000 52-1568099 ( I.R.S. Employer Identification No. ) 10013 ( Zip code ) ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Securities Exchange Act of 1934 formatted in Inline XBRL : See Exhibit 99.01 Securities registered pursuant to Section 12 ( g ) of the Act : none Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ☐ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No ☑ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑ No ◎ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting , 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 13 ( a ) of the Exchange Act . Yes ☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes ☐ No ☑ The aggregate market value of Citigroup Inc. common stock held by non - affiliates of Citigroup Inc. on June 30 , 2020 was approximately $ 106.2 billion . Number of shares of Citigroup Inc. common stock outstanding on January 31 , 2021 : 2,087,317,952 Documents Incorporated by Reference : Portions of the registrant's proxy statement for the annual meeting of stockholders scheduled to be held on April 27 , 2021 are incorporated by reference in this Form 10 - K in response to Items 10 , 11 , 12 , 13 and 14 of Part III . Available on the web at www.citigroup.com