Business: Citigroup, Inc., 5.35% depositary shares, each representing a 1/25th interest in a share of the Fixed Rate/Floating Rate Non-Cumulative Preferred Stock, Series D, liquidation preference $1000 per depositary share, redeemable at the issuer's option on or after 5/15/2023 at $1000 per depositary share plus declared and unpaid dividends, and with no stated maturity. <p> Fixed non-Cumulative distributions of 5.35% per annum ($53.50 per annum or $26.75 per semi-annual period) will be paid semi-annually through 5/15/2023 on 5/15 & 11/15 to holders of record on the record date fixed by the board, not more than 30 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is at least 2 business days prior to the record date). On and after 5/15/2023 distributions will be paid quarterly on 2/15, 5/15, 8/15 & 11/15 at an annual rate equal to the <s>three-month LIBOR</s> CME Three Month Term SOFR plus 0.26161% plus 3.466%. The dividends are non-cumulative and if the board of directors does not declare a dividend or the company fails to pay a dividend declared by the board for any quarterly dividend period, the holder will not be entitled to receive any dividend for that quarterly period and the undeclared or unpaid dividend will not accumulate. <p>Dividends paid by this preferred are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-25 of the prospectus for further information). <p> This security is possibly subject to an early call as a result of the occurrence of a regulatory capital treatment event which no longer allows the company to include the funds originating from this security as Tier 1 capital on their balance sheet (see the prospectus for further information). <p> This security was rated as B1 by Moody’s and BB by S&P at the date of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.