Citigroup (C) risk factors, 2026 10-K

What changed since the prior 10-K

New

• NewMARKET-RELATED RISKS

  Changes to Interest Rates Could Adversely Affect Citi’s Results of Operations

  Benchmark-rate changes can alter Citi’s net interest income because asset yields and liability costs may move at different speeds.

• NewSTRATEGIC RISKS

  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

  Uncoordinated and changing regulatory requirements can make Citi’s planning more costly, uncertain and difficult to execute.

• NewSTRATEGIC RISKS

  Citi May Be Unable to Achieve Its Objectives from Its Simplification, Transformation and Enhanced Business Performance Priorities

  Citi’s simplification, Banamex divestiture, transformation and business investments may overrun, deliver fewer savings or trigger losses, litigation or scrutiny.

• NewSTRATEGIC RISKS

  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)

  Underinvestment or ineffective technology and process upgrades could leave Citi less competitive, disrupt service and create operational errors.

• NewSTRATEGIC RISKS

  Physical risks can also impact Citi’s credit risk exposures, for example, in its mortgage and commercial real estate lending businesses

  Climate transition risks, unreliable climate data and evolving analysis could reduce asset values, increase credit costs and expose Citi to scrutiny.

• NewSTRATEGIC RISKS

  financial stress than might otherwise occur without such mechanisms in place

  Under the TLAC framework, Citigroup shareholders and unsecured creditors could bear losses in bankruptcy or another resolution proceeding.

• NewSTRATEGIC RISKS

  qualified employees, Citi’s performance, including its competitive position, the achievement of its priorities and its results of operations could be negatively impacted

  Intense competition for qualified employees, including from less-regulated technology companies, could weaken Citi’s performance and strategic execution.

• NewSTRATEGIC RISKS

  Citi operates in an increasingly evolving and competitive business environment, which includes both financial and non-financial services firms, such as banks and private credit, financial technology and digital asset companies, among others

  Private-credit, fintech, digital-asset and other less-regulated competitors could take customers and market share from Citi.

• NewSTRATEGIC RISKS

  The Development and Use of AI by Citi and Others Present Risks to Citi’s Businesses

  Citi’s Generative AI deployment could produce inaccurate, biased or incomplete outputs, leak confidential data, infringe intellectual property or create other control failures.

• NewSTRATEGIC RISKS

  Citi also faces competition risks to the extent that competitors may be faster and more successful in developing and deploying AI technologies to improve processes, productivity, efficiency, products and services, and thereby gain competitive advantages over Citi (see the competition risk factor above)

  Competitors may deploy AI faster, while changing AI laws and standards could increase Citi’s operating, legal, regulatory and reputational costs.

• NewOPERATIONAL RISKS

  including custody, asset tokenization and facilitation of clients’ digital assets activities, exposes Citi to increased operational risks due to the unique technological requirements for securing these assets

  Cloud providers, vendors, data controls, cyber incidents, fraud and manual errors—including erroneous lender payments and trader mistakes—could cause major losses.

• NewOPERATIONAL RISKS

  can become more challenging as the speed, frequency, volume, interconnectivity and complexity of transactions continue to increase

  Higher transaction speed, volume and complexity, combined with third-party failures and human errors, could make operational incidents harder to prevent.

• NewOPERATIONAL RISKS

  penalties, loss of revenues, deposit outflows, exposure to litigation and regulatory action and other financial losses, including loss of funds to both Citi and its clients and customers, and disruption to Citi’s operational systems (see the operational processes and systems risk factor above)

• NewOPERATIONAL RISKS

  financing and other margined transactions for which there may be no explicit triggers

• NewOPERATIONAL RISKS

  a regulatory or legislative requirement is occurring simultaneously with changing or conflicting regulatory guidance from multiple jurisdictions (including various U.S. states) and regulators, legal challenges or legislative action to modify or repeal existing rules or enact new rules

• NewOTHER RISKS

  During 2025, emerging markets revenues accounted for approximately 25% of Citi’s total revenues. Citi’s presence in the emerging markets subjects it to various risks

Dropped

• DroppedMARKET-RELATED RISKS

  For example, inflation could resurge if the FRB were to reduce interest rates prematurely and/or at too accelerated a pace, or if certain policies were further pursued in the U.S., including those related to trade, tariffs and immigration

• DroppedMARKET-RELATED RISKS

  “Managing Global Risk—Market Risk—Banking Book Interest Rate Risk” below

  Interest-rate cuts, trade, tariff and immigration policies could revive inflation and reduce net interest income.

• DroppedSTRATEGIC RISKS

  Citi’s Ability to Achieve Its Objectives from Its Transformation, Simplification and Other Priorities May Not Be as Successful as It Projects or Expects

  Geopolitical conflicts and potential new U.S. administration policies could create additional uncertainty.

• DroppedSTRATEGIC RISKS

  sufficiently competitive, serve clients effectively and avoid disruptions to its businesses and operational errors (see the operational processes and systems and legal and regulatory proceedings risk factors below)

• DroppedSTRATEGIC RISKS

  Citi has not been and does not expect to be subject to the base erosion anti-abuse tax (BEAT), which, if applicable to Citi in any given year, would have a significantly adverse effect on both Citi’s net income and regulatory capital

• DroppedSTRATEGIC RISKS

  closely monitoring developments relating to the Pillar 2 negotiations to determine their potential impact

  Transformation and simplification initiatives might fail to meet projected objectives.

• DroppedSTRATEGIC RISKS

  Citi Faces Increased Competitive Challenges, Including from Financial Services and Other Companies and Emerging Technologies

  Macroeconomic, customer, competitor and regulatory factors could reduce expected savings, revenue growth and operational improvements.

• DroppedSTRATEGIC RISKS

  Increased competition and emerging technologies have required and could require Citi to change or adapt its products and services, as well as invest in and develop related infrastructure, to attract and retain customers or clients or to compete more effectively with competitors, including new market entrants

• DroppedOPERATIONAL RISKS

  circumstances, or identify changes in markets or client behaviors not yet inherent in historical data

• DroppedOPERATIONAL RISKS

  example, a weakening of economic conditions can adversely affect borrowers’ ability to repay their obligations, as well as result in Citi being unable to liquidate the collateral it holds or forced to liquidate the collateral at prices that do not cover the full amount owed to Citi

  BEAT exposure and potential U.S. corporate-tax and OECD Pillar 2 changes could materially reduce income and capital.

• DroppedOPERATIONAL RISKS

  While Citi provides reserves for expected losses for its credit exposures, as applicable, such reserves are subject to judgments and estimates that could be incorrect or differ from actual future events. For additional information, see the incorrect assumptions or estimates risk factor above

• DroppedOPERATIONAL RISKS

  requirements expected to come into effect in other jurisdictions

  Tax-authority litigation and examinations over non-income-based taxes could produce losses differing from Citi’s reserves.

• DroppedOTHER RISKS

  Citi’s Emerging Markets Presence Subjects It to Various Risks as well as Increased Compliance and Regulatory Risks and Costs

Reworded

• 89% rewrittenSTRATEGIC RISKS

  Citi Is Subject to Complex Tax Laws, Which May Change, and Citi’s Interpretation or Application of These Complex Tax Laws Could Differ from Those of Governmental Authorities, Which Could Result in Litigation or Examinations and the Payment of Additional Taxes, Penalties or Interest

  The risk now emphasizes changing tax laws, tax-authority disputes and potentially higher taxes, penalties or interest, rather than specifically describing Pillar 2’s 15% minimum tax.

  Was: Citi’s Interpretation or Application of the Complex Tax Laws to Which It Is Subject Could Differ from Those of Governmental Authorities, Which Could Result in Litigation or Examinations and the Payment of Additional Taxes, Penalties or Interest

• 89% rewrittenOPERATIONAL RISKS

  A Disruption or Failure of Citi’s Operational Processes or Systems Could Negatively Impact Its Reputation, Customers, Clients, Businesses or Results of Operations and Financial Condition

  The operational-risk discussion removes the explicit reference to evolving laws and heightened regulatory expectations, while retaining reliance on technology, data and transaction processing.

  Was: A Failure or Disruption of Citi’s Operational Processes or Systems Could Negatively Impact Its Reputation, Customers, Clients, Businesses or Results of Operations and Financial Condition

• 87% rewrittenMARKET-RELATED RISKS

  Macroeconomic, Geopolitical and Other Challenges and Uncertainties Could Continue to Have a Negative Impact on Citi

  The risk adds consumer and corporate confidence, financial-market disruption and 2025 import tariffs, while expressly removing the earlier focus on central-bank balance-sheet reductions.

• 85% rewrittenSTRATEGIC RISKS

  Citi Faces Ongoing Regulatory and Legislative Uncertainties and Changes in the U.S. and Globally

  The regulatory discussion specifically adds possible U.S. credit-card interest-rate caps and removes the prior examples of Basel III, human-capital and monetary changes.

  Was: Citi Must Continually Review, Analyze and Successfully Adapt to Ongoing Regulatory and Legislative Uncertainties and Changes in the U.S. and Globally

• 84% rewrittenSTRATEGIC RISKS

  Climate Change Presents Various Financial and Non-Financial Risks to Citi

  The climate risk now emphasizes direct and indirect effects on Citi, clients, vendors and counterparties, and newly names tropical cyclones and heat waves.

  Was: Climate Change Presents Various Financial and Non-Financial Risks to Citi and Its Customers and Clients

• 84% rewrittenSTRATEGIC RISKS

  Citi’s Performance Could Be Negatively Impacted if It Is Not Able to Hire and Retain Qualified Employees

  The employee risk shifts from transformation and simplification execution to broader growth, management and strategic-priority execution, and removes diversity language.

  Was: Citi’s Performance and Its Ability to Effectively Execute Its Transformation, Simplification and Other Priorities Could Be Negatively Impacted if It Is Not Able to Hire and Retain Qualified Employees

• 81% rewrittenSTRATEGIC RISKS

  Citi’s Ability to Return Capital to Common Shareholders Substantially Depends on Regulatory Capital Requirements, Including the Results of the FRB’s Stress Testing and CCAR Regimes, and Other Factors

  The capital-return risk now details GSIB and CCAR-based Stress Capital Buffers and proposed capital-rule changes, rather than focusing on annual recalibrations.

  Was: Citi’s Ability to Return Capital to Common Shareholders Substantially Depends on Regulatory Capital Requirements, Including the Results of the CCAR Process and Dodd-Frank Act Regulatory Stress Tests, and Other Factors

• 74% rewrittenOPERATIONAL RISKS

  Credit Risk and Concentrations of Risk Can Increase the Potential for Citi to Incur Significant Losses

  Reported credit exposure rose from $393 billion to $409 billion for consumer loans and from $301 billion to $344 billion for corporate loans.

• 73% rewrittenOPERATIONAL RISKS

  If Citi’s Risk Management and Other Processes or Strategies Are Deficient or Ineffective, Citi May Incur Significant Losses and Its Regulatory Capital and Capital Ratios Could Be Negatively Impacted

  Was: If Citi’s Risk Management and Other Processes, Strategies or Models Are Deficient or Ineffective, Citi May Incur Significant Losses and Its Regulatory Capital and Capital Ratios Could Be Negatively Impacted

• 64% rewrittenSTRATEGIC RISKS

  Every two years, Title I of the Dodd-Frank Act requires Citi to prepare and submit a plan to the FRB and the FDIC for the orderly resolution of Citigroup (the bank holding company) and its significant legal entities under the U.S. Bankruptcy Code in the event of future material financial distress or failure

  Was: Title I of the Dodd-Frank Act requires Citi to prepare and submit a plan to the FRB and the FDIC for the orderly resolution of Citigroup (the bank holding company) and its significant legal entities under the U.S. Bankruptcy Code in the event of future material financial distress or failure

• 56% rewrittenOPERATIONAL RISKS

  Regulatory Expectations and Scrutiny in the U.S. and Globally as well as Ongoing Interpretation and Implementation of Regulatory and Legislative Requirements and Changes Subject Citi to Significant Compliance, Regulatory and Other Risks and Costs

  Was: Significantly Heightened Regulatory Expectations and Scrutiny in the U.S. and Globally and Ongoing Interpretation and Implementation of Regulatory and Legislative Requirements and Changes Have Increased Citi’s Compliance, Regulatory and Other Risks and Costs

• 55% rewrittenOPERATIONAL RISKS

  A Ratings Downgrade Could Adversely Impact Citi’s Funding and Liquidity

• 50% rewrittenSTRATEGIC RISKS

  Citi’s Ability to Utilize Its DTAs, and Thus Reduce the Negative Impact of the DTAs on Citi’s Regulatory Capital, Will Be Driven by Its Ability to Generate U.S. Taxable Income

• 46% rewrittenOPERATIONAL RISKS

  For information on Citi’s management of operational risk, see “Managing Global Risk—Operational Risk” below

• 43% rewrittenOPERATIONAL RISKS

  Changes in or Incorrect Accounting Assumptions, Judgments or Estimates, or the Application of Certain Accounting Principles, Could Result in Significant Losses or Other Adverse Impacts

  Was: Changes or Errors in Accounting Assumptions, Judgments or Estimates, or the Application of Certain Accounting Principles, Could Result in Significant Losses or Other Adverse Impacts

• 39% rewrittenOPERATIONAL RISKS

  Changes to Financial Accounting and Reporting Standards or Interpretations Could Have a Material Impact on How Citi Records and Reports Its Financial Condition and Results of Operations

• 27% rewrittenOPERATIONAL RISKS

  Although there are no restrictions on Citi’s ability to serve its clients, the OCC Consent Order requires Citibank to obtain prior approval of any significant new acquisition, including any portfolio or business acquisition, excluding ordinary course transactions

All 35 risk factors

Headings as the filing states them, in filing order.

About this page

Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.