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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 28, 2020

Citigroup Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-9924

52-1568099

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

388 Greenwich Street, New York,
NY

(Address of principal executive offices)

10013
(Zip Code)

(212559-1000

(Registrant's telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.1

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.

EXPLANATORY NOTE

Citigroup Inc. (Citi) is filing an amendment to its Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on November 2, 2020, solely to amend Item 5.02 to change the effective date of the transition of Citi’s Controller and Chief Accounting Officer from Jeff Walsh to Johnbull Okpara.

CITIGROUP INC.

Current Report on Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported on Citi’s Current Report on Form 8-K filed on September 25, 2020, Johnbull Okpara will replace Jeff Walsh as Citi’s Controller and Chief Accounting Officer. The effective date of Mr. Walsh’s retirement from, and Mr. Okpara’s assumption of, those positions is November 23, 2020.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

Exhibit Number

99.1

Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date.

104.1

See the cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIGROUP INC.

Dated: November 23, 2020

By:

/s/ Rohan Weerasinghe

Rohan Weerasinghe

General Counsel and Corporate Secretary