SECURITIZATIONS AND VARIABLE INTEREST ENTITIES

12 Months Ended

Dec. 31, 2025

Securitizations and Variable Interest Entities [Abstract]

SECURITIZATIONS AND VARIABLE INTEREST ENTITIES

Citigroup’s involvement with consolidated and unconsolidated VIEs with which the Company holds significant variable interests or has continuing involvement through servicing a majority of the assets in a VIE is presented below:


	As of December 31, 2025
							Maximum exposure to loss in significant unconsolidated VIEs(1)
							Funded exposures(2)				Unfunded exposures
In millions of dollars	Total involvement with SPE assets		Consolidated VIE/SPE assets		Significant unconsolidated VIE assets(3)		Debt investments		Equity investments		Funding commitments		Guarantees and derivatives		Total
Credit card securitizations	$	27,811	$	27,811	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage securitizations(4)
U.S. agency-sponsored	129,615		—		129,615		3,413		—		—		112		3,525
Non-agency-sponsored	66,060		—		66,060		3,586		—		435		—		4,021
Citi-administered asset-backed commercial paper conduits	19,188		19,188		—		—		—		—		—		—
Collateralized loan obligations (CLOs)	492		—		492		208		—		—		—		208
Asset-based financing(5)	391,983		8,738		383,245		63,351		606		17,996		—		81,953
Municipal securities tender option bond trusts (TOBs)	3,575		3,575		—		—		—		—		—		—
Municipal investments	21,953		—		21,953		2,723		2,841		3,666		—		9,230
Client intermediation	172		84		88		1		—		—		49		50
Investment funds	5,047		5		5,042		29		157		90		—		276

Total	$	665,896	$	59,401	$	606,495	$	73,311	$	3,604	$	22,187	$	161	$	99,263


	As of December 31, 2024
							Maximum exposure to loss in significant unconsolidated VIEs(1)
							Funded exposures(2)				Unfunded exposures
In millions of dollars	Total involvement with SPE assets		Consolidated VIE/SPE assets		Significant unconsolidated VIE assets(3)		Debt investments		Equity investments		Funding commitments		Guarantees and derivatives		Total
Credit card securitizations	$	29,746	$	29,746	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage securitizations(4)
U.S. agency-sponsored	120,568		—		120,568		2,387		—		—		123		2,510
Non-agency-sponsored	62,378		—		62,378		3,479		—		566		—		4,045
Citi-administered asset-backed commercial paper conduits	21,306		21,306		—		—		—		—		—		—
Collateralized loan obligations (CLOs)	3,920		—		3,920		2,019		—		—		—		2,019
Asset-based financing(5)	268,498		7,947		260,551		54,349		735		13,185		—		68,269
Municipal securities tender option bond trusts (TOBs)	935		935		—		—		—		—		—		—
Municipal investments	20,280		3		20,277		2,360		2,730		2,502		—		7,592
Client intermediation	387		81		306		20		—		—		49		69
Investment funds	641		21		620		4		18		98		—		120

Total	$	528,659	$	60,039	$	468,620	$	64,618	$	3,483	$	16,351	$	172	$	84,624

(1) The definition of maximum exposure to loss is included in the text that follows this table.

(2) Included on Citigroup’s December 31, 2025 and 2024 Consolidated Balance Sheet.

(3) A significant unconsolidated VIE is an entity in which the Company has any variable interest or continuing involvement considered to be significant, regardless of the likelihood of loss.

(4) Citigroup mortgage securitizations also include agency and non-agency (private label) re-securitization activities. These SPEs are not consolidated. See “Re-securitizations” below for further discussion.

(5) Included within this line are loans to third-party-sponsored private equity funds, which represent $138.7 billion and $45.5 billion in unconsolidated VIE assets and $1.7 billion and $824 million in maximum exposure to loss as of December 31, 2025 and 2024, respectively.

The previous tables do not include:

•certain investment funds for which the Company provides investment management services and personal estate trusts for which the Company provides administrative, trustee and/or investment management services;

•certain third-party-sponsored private equity funds to which the Company provides credit facilities. The Company has no decision-making power and does not consolidate these funds, some of which may meet the definition of a VIE. The Company’s maximum exposure to loss is generally limited to a loan or lending-related commitment. As of December 31, 2025 and 2024, the Company’s maximum exposure to loss related to these transactions was $9.2 billion and $8.1 billion, respectively (see Notes 15 and 26);

•certain VIEs structured by third parties in which the Company holds securities in inventory, as these investments are made on arm’s-length terms;

•certain positions in mortgage- and asset-backed securities held by the Company, which are classified as Trading account assets, Investments or Loans, in which the Company has no other involvement with the related securitization entity deemed to be significant (see Notes 14, 15 and 26);

•certain representations and warranties exposures in Citigroup residential mortgage securitizations, in which the original mortgage loan balances are no longer outstanding; and

•VIEs such as preferred securities trusts used in connection with the Company’s funding activities. The Company does not have a variable interest in these trusts.

Consolidated VIEs

The Company engages in on-balance sheet securitizations, which are securitizations that do not qualify for sales treatment; thus, the assets remain on Citi’s Consolidated Balance Sheet, and any proceeds received are recognized as secured liabilities. In general, the third-party investors in the obligations of consolidated VIEs have legal recourse only to the assets of the respective VIEs and do not have such recourse to the Company, except where Citi has provided a guarantee to the investors or is the counterparty to certain derivative transactions involving the VIE. Citigroup’s maximum legal exposure to loss related to consolidated VIEs is significantly less than the carrying value of the consolidated VIE assets due to outstanding third-party financing.

Intercompany assets and liabilities are excluded from Citi’s Consolidated Balance Sheet. All VIE assets are restricted from being sold or pledged as collateral. The cash flows from these assets are the only source used to pay down the associated liabilities, which are non-recourse to Citi’s general assets.

The asset balances for consolidated VIEs represent the carrying amounts of the assets consolidated by the Company. The carrying amount may represent the amortized cost or the current fair value of the assets depending on the classification of the asset (e.g., loan or security) and the associated accounting model ascribed to that classification.

The asset balances for unconsolidated VIEs in which the Company has significant involvement represent the most current information available to the Company. In most cases, the asset balances represent an amortized cost basis without regard to impairments, unless fair value information is readily available to the Company.

The maximum funded exposure represents the balance sheet carrying amount of the Company’s investment in the VIE. It reflects the initial amount of cash invested in the VIE, adjusted for any accrued interest and cash principal payments received. The carrying amount may also be adjusted for increases or declines in fair value or any impairment in value recognized in earnings. The maximum exposure of unfunded positions represents the remaining undrawn committed amount, including liquidity and credit facilities provided by the Company or the notional amount of a derivative instrument considered to be a variable interest. In certain transactions, the Company has entered into derivative instruments or other arrangements that are not considered variable interests in the VIE (e.g., interest rate swaps, cross-currency swaps or where the Company is the purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE). Receivables under such arrangements are not included in the maximum exposure amounts.

The following tables present assets and liabilities related to consolidated VIEs, which are included on Citi’s Consolidated Balance Sheet. These assets can only be used to settle obligations of consolidated VIEs. In addition, the assets and liabilities of consolidated VIEs include only third-party balances and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.


	December 31,
In millions of dollars	2025		2024
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
Cash and due from banks	$	105	$	65
Trading account assets	7,488		6,971
Investments	2,724		739
Loans, net of unearned income
Consumer	31,181		32,958
Corporate	19,902		21,492
Loans, net of unearned income	$	51,083	$	54,450
Allowance for credit losses on loans	(2,142)		(2,376)
Total loans, net	$	48,941	$	52,074
Other assets	143		190
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs	$	59,401	$	60,039


	December 31,
In millions of dollars	2025		2024
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup
Short-term borrowings	$	9,690	$	13,628
Long-term debt	5,419		5,271
Other liabilities	400		920
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup	$	15,509	$	19,819

Funding Commitments for Significant Unconsolidated VIEs—Liquidity Facilities and Loan Commitments

The following table presents the notional amount of liquidity facilities and loan commitments that are classified as funding commitments in the VIE tables above:


	December 31, 2025				December 31, 2024
In millions of dollars	Liquidity facilities		Loan/equity commitments		Liquidity facilities		Loan/equity commitments
Non-agency-sponsored mortgage securitizations	$	—	$	435	$	—	$	566
Citi-administered asset-backed commercial paper conduits	—		—		—		—
Asset-based financing	—		17,996		—		13,185
Municipal securities tender option bond trusts (TOBs)	—		—		—		—
Municipal investments	—		3,666		—		2,502
Investment funds	—		90		—		98

Total funding commitments	$	—	$	22,187	$	—	$	16,351

Significant Interests in Unconsolidated VIEs—Balance Sheet Classification

The following table presents the carrying amounts and classification of significant variable interests in unconsolidated VIEs:


In billions of dollars	December 31, 2025		December 31, 2024
Cash	$	—	$	—
Trading account assets	3.3		3.4
Investments	5.4		5.6
Total loans, net of allowance	67.6		58.4
Other	0.6		0.6
Total assets	$	76.9	$	68.0

Credit Card Securitizations

The Company securitizes credit card receivables through two revolving master trusts established to purchase the receivables. Citigroup transfers receivables into the trusts on a non-recourse basis. Credit card securitizations are revolving securitizations: as customers pay their credit card balances, the cash proceeds are used to purchase new receivables and replenish the receivables in the trust.

The Company continues to maintain the credit card customer account relationships and provides servicing for the receivables transferred to the trusts. These trusts are

consolidated entities because, as servicer, Citigroup has the power to direct the activities that most significantly impact the economic performance of the trusts. Citigroup holds a seller’s interest and certain securities issued by the trusts, which could result in exposure to potentially significant losses or benefits from the trusts. Accordingly, the transferred credit card receivables remain on Citi’s Consolidated Balance Sheet with no gain or loss recognized. The debt issued by the trusts to third parties is included on Citi’s Consolidated Balance Sheet.

The following table reflects amounts related to the Company’s securitized credit card receivables:


In billions of dollars	December 31, 2025		December 31, 2024
Ownership interests in principal amount of trust credit card receivables
Sold to investors via trust-issued securities	$	5.4	$	5.2
Retained by Citigroup as trust-issued securities	2.5		3.7
Retained by Citigroup via non-certificated interests	20.7		22.1
Total	$	28.6	$	31.0

The following table summarizes selected cash flow information related to Citigroup’s credit card securitizations:



In billions of dollars	2025		2024		2023
Proceeds from new securitizations	$	2.0	$	—	$	1.5
Paydown of maturing notes	(1.9)		(1.7)		(2.4)

Mortgage Securitizations

Citigroup provides a wide range of mortgage loan products to a diverse customer base that are securitized through the use of VIEs, which are funded through the issuance of trust certificates backed solely by the transferred assets. These certificates have the same life as the transferred assets. These mortgage loan securitizations are primarily non-recourse, thereby effectively transferring the risk of future credit losses to the purchasers of the securities issued by the trust.

The Company securitizes mortgage loans generally through either a U.S. government-sponsored agency, or a private label (non-agency-sponsored mortgages)

securitization. Citi does not consolidate the securitization entities when it is not the servicer or its servicing relationship is deemed to be fiduciary (and therefore, does not have the power to direct the activities that most significantly impact the entities’ economic performance) or does not hold a beneficial interest that could be potentially significant to the securitization entities. Retained interests in non-consolidated agency-sponsored mortgage securitization trusts are classified as Trading account assets, except for MSRs, which are included in Other assets on Citigroup’s Consolidated Balance Sheet.

The following tables summarize selected cash flow information and retained interests related to Citigroup mortgage securitizations:



	2025				2024				2023
In billions of dollars	U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages		U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages		U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages
Principal securitized	$	7.3	$	9.8	$	8.0	$	9.4	$	4.9	$	4.8
Proceeds from new securitizations	7.5		7.3		8.2		8.8		4.9		3.5
Contractual servicing fees received	0.1		—		0.1		—		0.1		—
Cash flows received on retained interests and other net cash flows	—		0.2		—		0.2		—		0.2
Purchases of previously transferred financial assets	0.1		—		0.1		—		—		—

Note: Excludes re-securitization transactions.

For non-consolidated mortgage securitization entities where the transfer of loans to the VIE meets the conditions for sale accounting, Citi recognizes a gain or loss based on the difference between the carrying value of the transferred assets and the proceeds received (generally cash but may be beneficial interests or servicing rights).

Agency and non-agency securitization gains for the year ended December 31, 2025 were $2.5 million and $247.8 million, respectively.

Agency and non-agency securitization gains for the year ended December 31, 2024 were $0.4 million and $216.2 million, respectively, and $0.4 million and $88.7 million, respectively, for the year ended December 31, 2023.


	2025						2024
			Non-agency-sponsored mortgages(1)						Non-agency-sponsored mortgages(1)
In millions of dollars	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests		U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Carrying value of retained interests(2)	$	810	$	879	$	1,079	$	783	$	902	$	1,058

(1) Disclosure of non-agency-sponsored mortgages as senior and subordinated interests is indicative of the interests’ position in the capital structure of the securitization.

(2) Retained interests consist of Level 2 and Level 3 assets depending on the observability of significant inputs. See Note 26 for more information about fair value measurements.

Key assumptions used in measuring the fair value of retained interests at the date of sale or securitization of mortgage receivables were as follows:


	December 31, 2025
			Non-agency-sponsored mortgages(1)
	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Weighted-average discount rate	10.7	%	3.3	%	6.7	%
Weighted-average constant prepayment rate	7.8	%	13.8	%	13.6	%
Weighted-average anticipated net credit losses(2)	NM		0.4	%	0.4	%
Weighted-average life	7.0 years		4.0 years		5.9 years


	December 31, 2024
			Non-agency-sponsored mortgages(1)
	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Weighted-average discount rate	11.9	%	2.6	%	6.9	%
Weighted-average constant prepayment rate	9.5	%	17.7	%	10.1	%
Weighted-average anticipated net credit losses(2)	NM		0.2	%	0.4	%
Weighted-average life	6.8 years		3.2 years		7.5 years

(1) Disclosure of non-agency-sponsored mortgages as senior and subordinated interests is indicative of the interests’ position in the capital structure of the securitization.

(2) Anticipated net credit losses represent estimated loss severity associated with defaulted mortgage loans underlying the mortgage securitizations disclosed above. Anticipated net credit losses, in this instance, do not represent total credit losses incurred to date, nor do they represent credit losses expected on retained interests in mortgage securitizations.

NM Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

The interests retained by the Company range from highly rated and/or senior in the capital structure to unrated and/or residual interests. Key assumptions used in measuring the fair value of retained interests in securitizations of mortgage receivables at period end were as follows:


	December 31, 2025
			Non-agency-sponsored mortgages(1)
	U.S. agency- sponsored mortgages		Senior interests	Subordinated interests
Weighted-average discount rate	6.5	%	NM	8.8	%
Weighted-average constant prepayment rate	9.2	%	NM	26.1	%
Weighted-average anticipated net credit losses(2)	NM		NM	0.5	%
Weighted-average life	6.8 years		NM	2.6 years


	December 31, 2024
			Non-agency-sponsored mortgages(1)
	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Weighted-average discount rate	7.2	%	23.6	%	NM
Weighted-average constant prepayment rate	5.7	%	16.4	%	NM
Weighted-average anticipated net credit losses(2)	NM		NM		NM
Weighted-average life	7.6 years		4.5 years		NM

(1) Disclosure of non-agency-sponsored mortgages as senior and subordinated interests is indicative of the interests’ position in the capital structure of the securitization.

(2) Anticipated net credit losses represent estimated loss severity associated with defaulted mortgage loans underlying the mortgage securitizations. Anticipated net credit losses, in this instance, do not represent total credit losses incurred to date, nor do they represent credit losses expected on retained interests in mortgage securitizations.

NM Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

The sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions is presented in the tables below. The negative effect of each change is calculated independently, holding all other assumptions constant. Because the key assumptions may not be independent, the net effect of simultaneous adverse changes in the key assumptions may be less than the sum of the individual effects presented below.


	December 31, 2025
			Non-agency-sponsored mortgages
In millions of dollars	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Discount rate
Adverse change of 10%	$	(25)	$	—	$	—
Adverse change of 20%	(48)		—		(1)
Constant prepayment rate
Adverse change of 10%	(27)		—		—
Adverse change of 20%	(53)		—		—
Anticipated net credit losses
Adverse change of 10%	NM		—		—
Adverse change of 20%	NM		—		—


	December 31, 2024
			Non-agency-sponsored mortgages
In millions of dollars	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Discount rate
Adverse change of 10%	$	(28)	$	—	$	—
Adverse change of 20%	(55)		(1)		—
Constant prepayment rate
Adverse change of 10%	(19)		—		—
Adverse change of 20%	(37)		(1)		—
Anticipated net credit losses
Adverse change of 10%	NM		—		—
Adverse change of 20%	NM		—		—

NM Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

The following table includes information about loan delinquencies and liquidation losses for assets held in non-consolidated, non-agency-sponsored securitization entities at December 31:


	Securitized assets				90 days past due				Liquidation (gains) losses
In billions of dollars, except liquidation losses in millions	2025		2024		2025		2024		2025		2024
Securitized assets
Residential mortgages(1)	$	33.0	$	31.0	$	0.3	$	0.3	$	(1.5)	$	(0.6)
Commercial and other	30.1		31.1		—		—		—		—
Total	$	63.1	$	62.1	$	0.3	$	0.3	$	(1.5)	$	(0.6)

(1) Securitized assets include $79 million of personal loan securitizations as of December 31, 2025.

Consumer Loan Securitizations

Beginning in the third quarter of 2023, Citi relaunched a program securitizing other consumer loans into asset-backed securities. The principal securitized and the proceeds from new securitizations for the year ended December 31, 2025 were $1.8 billion and $1.8 billion, respectively, compared to $1.2 billion and $1.2 billion, respectively, as of December 31, 2024. The gains recognized on the securitization of consumer loans were $5.2 million and $5.1 million for the years ended December 31, 2025 and 2024.

Mortgage Servicing Rights (MSRs)

In connection with the securitization of mortgage loans, Citi’s U.S. consumer mortgage business generally retains the servicing rights, which entitle the Company to a future stream of cash flows based on the outstanding principal balances of the loans and the contractual servicing fee. Failure to service the loans in accordance with contractual requirements may lead to a termination of the servicing rights and the loss of future servicing fees. These transactions create intangible assets referred to as MSRs, which are recorded at fair value on Citi’s Consolidated Balance Sheet (see Note 26 for the valuation of MSRs). The MSRs correspond to principal loan balances of $59 billion and $56 billion as of December 31, 2025 and 2024, respectively.

The Company receives fees during the course of servicing previously securitized mortgages. The amounts of these fees were as follows:



In millions of dollars	2025		2024		2023
Servicing fees	$	147	$	127	$	129
Late fees	2		1		4

Total MSR fees	$	149	$	128	$	133

In the Consolidated Statement of Income these fees are primarily classified as Commissions and fees, and changes in MSR fair values are classified as Other revenue.

Re-securitizations

The Company engages in re-securitization transactions backed by either residential or commercial mortgages in which debt securities are transferred to a VIE in exchange for new beneficial interests. Citi did not transfer non-agency (private label) securities to re-securitization entities, nor did Citi hold retained interests in such securitizations, during the years ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, Citi held no retained interests in private label re-securitization transactions structured by Citi.

The Company also re-securitizes U.S. government-agency-guaranteed mortgage-backed (agency) securities. During the years ended December 31, 2025 and 2024, Citi transferred agency securities with a fair value of approximately $31.8 billion and $22.8 billion, respectively, to re-securitization entities.

As of December 31, 2025, the fair value of Citi-retained interests in agency re-securitization transactions structured by Citi totaled approximately $2.6 billion (including $1.9 billion related to re-securitization transactions executed in 2025),

compared to $1.6 billion as of December 31, 2024 (including $977 million related to re-securitization transactions executed in 2024), which is recorded in Trading account assets. The original fair values of agency re-securitization transactions in which Citi holds a retained interest as of December 31, 2025 and 2024 were approximately $83.4 billion and $76.8 billion, respectively.

As of December 31, 2025 and 2024, the Company did not consolidate any private label or agency re-securitization entities.

Citi-Administered Asset-Backed Commercial Paper Conduits

Citi acts as the administrator of multi-seller commercial paper conduits that provide clients with access to funding in the commercial paper markets by issuing commercial paper to third-party investors.

As administrator, the Company is responsible for selecting and structuring assets purchased or financed by the conduits, making decisions regarding the funding of the conduits, monitoring the quality and performance of the conduits’ assets and facilitating the operations and cash flows of the conduits. In return, the Company earns structuring fees from customers for individual transactions and earns an administration fee from the conduit.

The assets are privately negotiated and structured transactions that are generally designed to be held by the conduit, rather than actively traded and sold. The yield earned by the conduit on each asset is generally tied to the rate on the commercial paper issued by the conduit, thus passing interest rate risk to the client. Each asset purchased by the conduit is structured with transaction-specific credit enhancement features provided by the third-party client, including overcollateralization, cash and excess spread collateral accounts, direct recourse or third-party guarantees. At December 31, 2025 and 2024, the commercial paper conduits administered by Citi had approximately $19.2 billion and $21.3 billion of purchased assets outstanding and unfunded commitments of approximately $17.5 billion and $16.7 billion, respectively.

At December 31, 2025 and 2024, the weighted-average remaining maturities of the commercial paper issued by the conduits were approximately 58 and 82 days, respectively.

The conduits have obtained letters of credit from the Company that total approximately $2.0 billion and $2.1 billion as of December 31, 2025 and 2024, respectively. In the event that defaulted assets exceed the credit enhancements described above, any losses in each conduit are allocated first to the Company and then to the commercial paper investors.

Citigroup also provides the conduits with two forms of liquidity agreements that are used to provide funding to the conduits in the event of a market disruption, among other events. Each asset of the conduits is supported by a transaction-specific liquidity facility in the form of an asset purchase agreement (APA). Under the APA, the Company has generally agreed to purchase non-defaulted eligible receivables from the conduit at par. In addition, the Company provides the conduits with program-wide liquidity in the form of short-term lending commitments, where the Company has agreed to lend to the conduits in the event of a short-term

disruption in the commercial paper market, subject to specified conditions.

In the normal course of business, Citi purchases commercial paper, including commercial paper issued by Citigroup’s conduits. At December 31, 2025 and 2024, the Company owned $9.2 billion and $6.4 billion, respectively, of the commercial paper issued by its administered conduits. The Company’s investments were not driven by market illiquidity and the Company is not obligated under any agreement to purchase the commercial paper issued by the conduits.

The asset-backed commercial paper conduits are consolidated by Citi as primary beneficiary. The Company has determined that, through its roles as administrator and liquidity provider, it has both the power to direct the activities that most significantly impact the entities’ economic performance and an economic interest that could potentially be significant. No assets of any conduit are available to satisfy the creditors of Citigroup or any of its other subsidiaries.

Collateralized Loan Obligations (CLOs)

A collateralized loan obligation (CLO) is a VIE that purchases a portfolio of assets consisting primarily of non-investment-grade corporate loans, financed through the issuance of multiple tranches of debt and equity to investors. A third-party asset manager is contracted by the CLO to purchase the underlying assets from the open market and monitor the credit risk associated with those assets. Over the term of a CLO, the asset manager directs purchases and sales of assets in a manner consistent with the CLO’s asset management agreement and indenture.

Citi serves as a structuring and placement agent with respect to certain CLOs. Typically, the debt and equity of the CLOs are sold to third-party investors. On occasion, certain Citi entities may purchase some portion of a CLO’s liabilities for investment purposes. In addition, Citi may purchase, typically in the secondary market, certain securities issued by the CLOs to support its market-making activities.

The Company generally does not have the power to direct the activities that most significantly impact the economic performance of the CLOs, as this power is generally held by a third-party asset manager of the CLO. As such, those CLOs are not consolidated.

The following tables summarize selected cash flow information and retained interests related to Citigroup CLOs:


In billions of dollars	2025		2024		2023


Cash flows received on retained interests and other net cash flows	$	0.1	$	0.3	$	0.1
Purchases of previously transferred financial assets	—		—		—


In millions of dollars	Dec. 31, 2025		Dec. 31, 2024		Dec. 31, 2023
Carrying value of retained interests	$	207	$	275	$	604

All of Citi’s retained interests were held-to-maturity securities as of December 31, 2025, 2024 and 2023.

Municipal Securities Tender Option Bond (TOB) Trusts

Municipal TOB trusts are consolidated VIEs that hold fixed- or floating-rate, taxable or tax-exempt securities issued by state and local governments and municipalities. TOB trusts finance the purchase of their municipal assets by issuing two classes of certificates: long-dated, floating rate certificates (Floaters) that are putable at par pursuant to a liquidity facility and residual interest certificates (Residuals). The Floaters are purchased by third-party investors, typically tax-exempt money market funds, and the Residuals are purchased by the Company and provide the Company with the unilateral power to cause the sale of the bonds held by a TOB trust.

Approximately $2.9 billion and $0.8 billion of putable Floaters issued by consolidated TOB trusts are reflected in Short-term borrowings at December 31, 2025 and 2024, respectively.

Municipal Investments

Municipal investment transactions include debt and equity interests in partnerships that:

•finance the construction and rehabilitation of low-income housing;

•facilitate lending in new or underserved markets; or

•finance the construction or operation of renewable municipal energy facilities.

Citi generally invests in these partnerships as a limited partner and earns a return primarily through the receipt of tax credits and grants earned from the investments made by the partnership. The Company may also provide construction loans or permanent loans for the development or operation of real estate properties held by partnerships. These entities are generally considered VIEs. The power to direct the activities of these entities is typically held by the general partner. Accordingly, these entities are not consolidated by Citigroup.

Client Intermediation

Client intermediation transactions represent a range of transactions designed to provide investors with specified returns based on the returns of an underlying security, referenced asset or index. These transactions include credit-linked notes and equity-linked notes. In these transactions, the VIE typically obtains exposure to the underlying security, referenced asset or index through a derivative instrument, such as a total-return swap or a credit-default swap. In turn, the VIE issues notes to investors that pay a return based on the specified underlying security, referenced asset or index. The VIE invests the proceeds in a financial asset or a guaranteed insurance contract that serves as collateral for the derivative contract over the term of the transaction. The Company’s involvement in these transactions includes being the counterparty to the VIE’s derivative instruments and investing in a portion of the notes issued by the VIE. In certain transactions, the investor’s maximum risk of loss is limited and the Company absorbs risk of loss above a specified level. Citi does not have the power to direct the activities of the VIEs that most significantly impact their economic performance and thus it does not consolidate them.

Citi’s maximum risk of loss in these transactions is defined as the amount invested in notes issued by the VIE and the notional amount of any risk of loss absorbed by Citi through a separate instrument issued by the VIE. The derivative instrument held by the Company may generate a receivable from the VIE (e.g., where the Company purchases credit protection from the VIE in connection with the VIE’s issuance of a credit-linked note), which is collateralized by the assets owned by the VIE. These derivative instruments are not considered variable interests and any associated receivables are not included in the calculation of maximum exposure to the VIE.

Investment Funds

The Company is the investment manager for certain investment funds and retirement funds that invest in various asset classes including private equity, hedge funds, real estate, fixed income and infrastructure. Citigroup earns a management fee, which is a percentage of capital under management, and may earn performance fees. In addition, for some of these funds the Company has an ownership interest in the investment funds. Citi has also established a number of investment funds as opportunities for qualified employees to invest in private equity investments. The Company acts as investment manager for these funds and may provide employees with financing on both recourse and non-recourse bases for a portion of the employees’ investment commitments.

Asset-Based Financing

The Company provides loans and other forms of financing to VIEs that hold assets. Those loans are subject to the same credit approvals as all other loans originated or purchased by the Company. Financings in the form of debt securities or derivatives are, in most circumstances, reported in Trading account assets and accounted for at fair value through earnings. The Company generally does not have the power to direct the activities that most significantly impact these VIEs’ economic performance; thus, it does not consolidate them.

The primary types of Citi’s asset-based financings, total assets of the unconsolidated VIEs with significant involvement and Citi’s maximum exposure to loss are presented below. For Citi to realize the maximum loss, the VIE (borrower) would have to default with no recovery from the assets held by the VIE.


	December 31, 2025				December 31, 2024
In millions of dollars	Total unconsolidated VIE assets		Maximum exposure to unconsolidated VIEs		Total unconsolidated VIE assets		Maximum exposure to unconsolidated VIEs
Type
Commercial and other real estate	$	71,990	$	12,699	$	61,322	$	9,693
Corporate loans	65,905		34,785		45,542		21,009
Other (including investment funds, airlines and shipping)	245,350		34,469		153,687		37,567
Total	$	383,245	$	81,953	$	260,551	$	68,269