Good morning, ladies and gentlemen. My name is Jane Fraser. I am the CEO and Chair of the Board of Directors of Citigroup. Citi is hosting our annual meeting as a virtual meeting this year, and we very much appreciate all of you joining us virtually. On behalf of the Board of Directors, I'm very pleased to welcome you to the 2026 Annual Meeting of Stockholders. I will serve as Chair of today's meeting, and Brent McIntosh, our Chief Legal Officer and Corporate Secretary, will act as the Secretary of the meeting. At this time, I would like to introduce the members of our Board of Directors who will be standing for re-election and are also joining us at today's annual meeting. Their backgrounds and qualifications are described in detail in the proxy statement you received for today's meeting.
In addition to me, our current directors standing for election are John Dugan, who serves as our Lead Independent Director, Titi Cole, Ellen Costello, Grace Dailey, Duncan Hennes, Peter Henry, Renée James, Jonathan Moulds, Gary Reiner, Diana Taylor, James Turley, and Casper von Koskull. We are also joined today by KPMG, our independent auditors. They're available to respond to questions from stockholders. Mr. McIntosh.
Thank you, Ms. Fraser. I'm pleased to report that all legal formalities for this meeting have been met and a quorum is present. Citi has appointed Michael Barbera from First Coast Results to act as Inspector of Election. Mr. Barbera is joining us at today's meeting and took the oath of Inspector of Election earlier today. I would like to remind you that today's presentation may contain forward-looking statements, which are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results and other financial conditions may differ materially from these statements due to a variety of factors, including those in our SEC filings, such as the Risk Factors section of our 2025 Form 10-K. In addition, for a reconciliation of non-GAAP financial measures to reported results, please see Citi's fourth quarter 2025 earnings review and Citi's 2025 Form 10-K.
These documents are available on Citi's investor relations website. At this time, I would like to review for the stockholders the agenda for today's meeting and the procedures for submitting questions. An agenda and the rules of procedure for this meeting are available on the annual meeting web portal at the bottom half of the screen. Also on the bottom half of the screen is the question box. Stockholders can enter questions at any point during the meeting. Shelley Dropkin will read each question aloud, and then Ms. Fraser or Mr. Dugan or both will respond to them. General questions and comments will be addressed during the general Q&A period. If we receive questions covering the same subject matter, we may combine them into a single question.
Questions that contain derogatory references to individuals or the company, use offensive language, or are otherwise out of order or not suitable for the conduct of the annual meeting will not be addressed during the meeting. We understand that some of you may have concerns about your personal financial business, such as an issue with a mortgage or credit card. As these are not appropriate topics for discussion at the annual meeting, and in order that we may assist you, please submit your contact information in the question box on the web portal with a short description of the issue, and we will have our customer service team contact you to address your concerns. We will begin by having our Chair and CEO, Jane Fraser, give the State of Citi presentation. After the presentation from Jane Fraser, we will turn to the business portion of the meeting.
The proposals to be considered. The proxy statement you received for today's meeting describes four management proposals to be voted on. We will introduce all four proposals at once and then respond to questions about any of them. After the presentation of the proposals, we will close the polls. While the votes are being counted, we'll respond to any general questions about the company. After the Q&A session, I will report on the vote, and the meeting will be adjourned. If we encounter any technical difficulties and we are unable to proceed with the meeting, please be advised that the notice of the meeting has been properly served, a quorum is present, all proposals are deemed to be properly before the meeting, and the meeting will be adjourned. Please review the annual meeting procedures on the web portal for voting instructions if the meeting is adjourned due to technical difficulties.
Thank you. Ms. Fraser.
Thank you, Mr. McIntosh. I would now like to take a few moments to provide you, our stockholders, with an update on the State of Citi. It's been only a couple of weeks since we hosted our firm-wide Investor Day. It was an opportunity to update investors on the progress we've been making and where we are headed next. If you haven't already, I do encourage you to watch the replay on our website. We are eager to get your questions, so I will keep my remarks concise. There are a few themes from Investor Day that I want to re-highlight. First, this is a firm that has shown that we do what we say we will do. We restructured around five interconnected businesses. We focused our global footprint and are well on our way to completing our consumer divestitures.
We changed how we run the bank with fewer layers, clearer accountability, and faster decisions. Through our transformation, we overhauled our infrastructure, strengthened our risk and controls, and modernized our technology foundation, and 90% of these programs are now at or near our target state. This is now a bank built for resilience, one that has served as a source of stability through repeated shocks. Our teams in the Middle East, and particularly Ukraine, haven't missed a day for their clients, despite living through some of the most difficult circumstances. That is Citi at its very best. We are the world's most global bank, and w e are also a deeply human one. Second, we're not the same Citi we were four years ago, or even one year ago. In 2025, our revenue reached $85.2 billion, the highest in a decade. Our stock crossed $100.
We achieved positive operating leverage for the second consecutive year. We broke revenue records in each of our five businesses. We made progress toward our last remaining international consumer divestiture, and we returned $17.6 billion to our shareholders. That momentum has continued into this year. In the first quarter, we reported earnings of $3.06 per share on $5.8 billion in net income and an ROTCE of 13.1%. Services, our crown jewel, achieved 12% revenue growth in 2025 and an exceptional 17% in the first quarter of this year. It already sits at the center of global financial flows, and we will continue to deepen its advantages through investments in platforms and client relationships. In an extremely dynamic environment, clients repeatedly turn to our Markets business. That drove revenue growth of 12% last year, followed this year by the business's best quarter in over a decade.
Going forward, we will grow fixed income as we build a stronger equities franchise, particularly in prime. Banking achieved revenue growth of 20% in 2025 and just delivered a record first quarter in M&A. Continuing to deepen our relationships across the Banking franchise will translate into sustained growth across the firm. After delivering a 16% increase in revenue in 2025, Wealth posted its eighth straight quarter of growth this year, and the integration of the retail bank has brought our U.S. consumer deposit base under one umbrella. We are very well-positioned to capture a greater share of the $5 trillion in investable assets our clients currently hold outside Citi. U.S. consumer cards drove 4% revenue growth in the first quarter, with returns close to 20%. AI integration across the franchise and our continued investments in partnerships will make cards an increasingly important driver of our overall returns.
Across the firm, Citi today is moving with a shared direction and momentum that feels fundamentally different from where we were just a few years ago, and t hat brings me to the point I want to end on. There is a lot of upside ahead. We are on track to deliver our returns target of 10%-11% for this year. But that is not a destination, i t is only a waypoint. Our path forward unfolds in two phases. First, we'll get to 11%-13% returns in both 2027 and 2028 by driving growth and productivity as well as reducing transformation costs. We intend to move to the higher end of that range in 2028. The next phase of 14%-15% returns will be driven by a simpler financial profile, stronger business performance, a richer fee mix, and greater capital efficiency.
Underpinning both phases is a firm that is using technology to disrupt ourselves. We are deploying AI as a growth driver, a productivity engine, a defensive tool, and a competitive advantage in how we serve clients. We told you we would rebuild this firm. That is what we have done. We're now entering our next chapter with momentum, clarity, and significant opportunity ahead. We will now turn to the business to be conducted at today's meeting. Mr. McIntosh.
I declare that the polls are now open. The polls will remain open until the end of the discussion of the last proposal before the meeting, unless they are closed earlier. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted by telephone or internet and do not want to change their votes do not need to take any further action. Ms. Fraser.
We will now turn to the management proposals for consideration by stockholders. They are, Proposal 1, the election of directors; Proposal 2, the ratification of auditors; Proposal 3, approval of Citi's 2025 executive compensation; and Proposal 4, approval of additional shares for the Citigroup 2019 Stock Incentive Plan. All of these proposals are deemed to be properly before the meeting. The board recommends that stockholders vote in favor of the four management proposals for the reasons stated in the proxy statement. If you have any questions or comments regarding any of the four management proposals, please enter your questions into the web portal. Ms. Dropkin, are there any questions on the management proposals?
Yes. The first question for Ms. Fraser from [J. Sal Munoz] relates to Proposal 1. Why don't you have any Latino directors? Do you not have any Latino customers?
We appreciate your question, and whilst the board doesn't currently have a Latino director, diversity across Citi's leadership remains a top priority for us and is a very important strength of the firm. Our executive management team includes Latino representation in two very important roles, including Gonzalo Luchetti, our Chief Financial Officer, and Ernesto Torres Cantú, who leads international. More importantly, our board is built to provide a very broad range of experience. Our current 13 directors have backgrounds across banking, technology, regulation, risk management, and global business.
The next question for Ms. Fraser from [David Dedoes] pertains to Proposal 4. Why do we give shares to executives and directors, pay them and allow them to purchase shares at a reduced rate, 75%-85% of the current price, and require them to hold the shares for a specified period of time, depending on the discount? Giving away shares that are created for such use diminishes the equity and voting power of each shareholder. All shares used for such purposes should be purchased by the company on the open market. Additionally, such gifted shares should not have any voting rights until they are vested.
It's consistent with our practice of using shares for executive compensation, which aligns management with shareholder interests. Without approval, what we'd need to do is replace the stock awards with cash, and that's just not in our shareholder interests. I would also note that the shares cannot be voted by management until they are delivered to the employee. We very much hope that you will support this proposal.
Ms. Fraser, there are no further questions on the management proposals.
If you have not done so already, I would ask that you please vote now on the portal. I declare the polls closed. While the votes are being counted, we're going to respond to questions about the company. Ms. Dropkin, are there any questions?
We have a question for Ms. Fraser from [Fabian Mendy]. How do you see the competition with digital players, and what are you doing to compete with these players?
Yeah, that's a great question. Fintechs play a multifaceted role in our financial ecosystem. They're clients, they're collaborators, and in some areas, they are competitors. Truthfully, we welcome that competition because it pushes the industry to innovate faster and to serve clients better. What differentiates Citi is the combination of technology, scale, and trust. In our Services business alone, we move nearly $6 trillion every single day, and that global network is almost impossible to replicate and gives us a very strong competitive advantage. At the same time, we are investing aggressively in the next generation of financial infrastructure. We've built capabilities such as 24/7 U.S. dollar clearing, Citi Token Services, and Single Event Processing, which enable real-time, always-on movement of money and assets. As I said at our Investor Day, we're not going to wait to be disrupted.
We intend to keep disrupting ourselves deliberately and most importantly, from a position of strength and scale.
The next question for Ms. Fraser comes from [Chris Manchak]. When will you be ending all DEI, ESG policies?
Well, last year, we adjusted certain talent management programs to reflect changes in the legal and regulatory environment here in the U.S. However, our view has not changed on the importance of attracting the best people, developing talent, and creating an environment where our colleagues can succeed and thrive. For a global firm, having teams with different backgrounds, experiences, and perspectives is simply good for business and good business. On ESG and sustainability more broadly, our role is to help clients navigate the transition that's already underway whilst meeting growing global energy demand. We don't see the two as being inconsistent. We follow our clients' needs, and we support them as markets, technology, and policy frameworks evolve.
The next question for Ms. Fraser comes from [Andrew Sheehan]. The share price has been the beneficiary of a rising market as well as significant cost-cutting and redundancies implemented by Jane Fraser. What is the medium to long-term revenue plan to improve business performance and improve the share price at a rate materially better than market performance?
Well, that's a very timely question, particularly given our recent Investor Day. Let me start by saying that across our five businesses, we have grown our ex- legacy revenue by $13.3 billion since 2022. That's a CAGR of 6%. At our 2026 Investor Day earlier this month, we detailed our plan to build on that from here. What did we do specifically? We set a near-term return target of 11%-13% for 2027 and 2028. We'll be at the higher end of this range in 2028. Over the medium term, we see a clear path to 14%-15% returns. We shared compelling plans across each of our five core businesses to deliver higher sustainable returns. We have a clear leadership position in Services, where we are at the center of money movement 24/7, always on, and cross-border payment capabilities.
We will grow that advantage. Markets is a balanced, higher-quality earnings business, and we intend to maintain leadership in fixed income and build on our equities momentum. Our ambition in Banking is to build on our recent successes and become a top-tier franchise. Disciplined capital allocation, talent, and a right-to-win mindset will help us get this done. Wealth is a significant growth opportunity for Citi, and our focus is on capturing the $5 trillion in assets that are off us, including $3 trillion in our U.S. retail branch footprint. Finally, in Cards, we will grow in general purpose cards through marketing, partnerships, and product innovation, whilst optimizing our private label portfolio. The entire management team has conviction in this plan, and we have a growing track record for doing what we say we're going to do.
I really do encourage you to watch the entirety of our Investor Day presentation, which is available on our website for more detail.
The next question is for Ms. Fraser and comes from [Jim Merrick]. With all the data Citi has on consumers, what is Citi seeing in the U.S. and global economy?
Yeah, it's another important question. Look, let's talk about the consumer first. Just one moment. Sorry, one moment while I just have some water. Overall, we have seen consumer spend accelerate in the first quarter of this year, and that is in the face of persistent inflation, trade uncertainties, and shifting job market dynamics. These are all watch items for us as well as unemployment. The good news is consumer credit is performing in line with our expectations, and t he consumer is being very fiscally responsible. Loss rates and delinquencies are lower versus the prior year, and this does speak to consumers' broad resiliency despite higher inflation and interest rates and the quality of our portfolios. If I turn to the global economy, look, Middle East dynamics are very much at the forefront.
They still present significant downside risk for the global economy with implications for global growth, really driven by how long the conflict lasts and, in particular, how long the strait is closed. Those two factors are going to be the crucial determinant of the magnitude of the impact. That said, the U.S. economy is strong. U.S. and Canada, comparatively well-positioned as net oil exporters, as is Brazil. Asia faces the most pronounced vulnerabilities, and countries such as Korea, Japan, India, Philippines, heavily reliant on imported fuel. And you've seen the equity markets in the region retreating sharply in response to that dependency. We shouldn't forget that Europe is also vulnerable because it faces headwinds from not only higher oil prices, but also the shut-in Qatari LNG supplies. Overall, I think a gradually slowing global economy, but one that is still resilient.
The next question is for Ms. Fraser, and it comes from Isabella Guinigundo. This question is asked on behalf of the Youth Climate Finance Alliance, who raise concerns that reflect a reputational and therefore potentially financial risk to the company. Citi is the largest foreign financial institution in Israel, serving its current government as fiscal agent, a primary dealer for its domestic debt, an underwriter for its sovereign bonds, and an enabler of its crimes against people and planet. Israel's ecological footprint far exceeds the biocapacity of the land, ranking third in the world for its biocapacity deficit. In the past few weeks, the UN has condemned the Israeli government for bombing Lebanon civilians, health workers, journalists, and infrastructure. Will Citi commit to cutting financial ties with the Israeli government, weapons manufacturers, fossil fuel producers, and other driving and profiteering from the horrific wars being waged by the U.S., Israel in Iran, and Palestine and by Israel in Lebanon?
Your question covers quite a few topics, so let me address them briefly one by one. In terms of Israel, Citi's had a presence in Israel for almost 30 years. We're the only American bank operating on the ground there. We support our Israeli clients in the public and private sector, as well as multinational companies doing business there, and is an important part of our global network. In terms of the energy sector, we continue to serve the energy sector. It is a very important driver of economic development and wellbeing around the world. Our approach, as I mentioned earlier, reflects the need to both support the transition whilst also continuing to meet today's global energy needs. We do not see the two as being mutually exclusive. Finally, in terms of the defense sector, we are proud to support our clients across the defense sector.
The next question is for Ms. Fraser and comes from [Jim Merrick]. With inflation increasing, how will that affect Citi's business? Do you see the Federal Reserve increasing or decreasing rates during the rest of the year?
Yeah, a topic on the top of many people's minds at the moment. In terms of how inflation relates to the impact to our business, we constantly monitor the macro environment, as you'd imagine. Inflation, potential impacts to employment, and rates are all factored into our credit cost and into our CECL assumptions for our reserves. At the end of the first quarter in 2026, we had $22 billion of reserves and 2.6% reserve to loan ratio. We feel we are very well-positioned for a whole range of macro environments. Having said all of that, I would say that for our consumer customers, they're largely prime. Our corporate client customers are largely investment grade. They have strong balance sheets, deep financial resources, and diversified business models.
Contrary to some of the broader environment, we would expect our clients to remain very resilient, even in a higher inflation environment. In terms of rates impact, today, the market is pricing in one rate hike this year and keeping it flat in 2027.
Please give us one second. We're just pulling questions off of the portal. The next question is for Ms. Fraser. This question comes from [Neil Johnson]. Congratulations to Ms. Fraser and the entire management team on their progress in improving operations at Citigroup. Can you talk about the decision to maintain a management buffer on top of the amounts that regulators require for operations at Citigroup? What could change the size of the management buffer in the future? Do you anticipate it lowering it once the existing programs are completed? Could it ever be increased?
We maintain a management buffer of 100 basis points above our regulatory requirement. Our target CET1 ratio is about 12.6% for the rest of the year. That's based on the regulatory requirement plus the internal management buffer. The return targets going forward embed a higher CET1 capital ratio because we will have a higher G-SIB surcharge if the current capital rules remain in place. When we think about the final rules that will be coming in terms of Basel III, G-SIB, and stress testing, we are expecting to see those reduce our capital requirements. Until we get the final proposals, we haven't factored those into the targets that we've set for the near term and the medium term for our returns. Will we ever review the buffer? Look, we continuously review the size of our internal management buffer.
Given the macro environment and a fair amount of uncertainty that's out there, I think it's prudent to remain where we are, and the board and the senior management team feel accordingly the same.
The next question is for Ms. Fraser and comes from Isabella Guinigundo. This is a question from the Youth Climate Finance Alliance and our youth chapter's Ignition Front. Petrochemical industry and companies turn coal, oil, and gas into plastics, fertilizers, and other chemical products. The production and use of petrochemicals harm human health and poison the environment and fuel the climate crisis. The petrochemical industry is also deeply crisis-prone and invites market legal, financial, and human risks. Despite this, Citibank is one of the largest financiers of the petrochemical industry, underwriting billions of dollars in loans to the industry, inviting risk to Citi and its shareholders. Given this, will Citi commit to cutting ties with the petrochemical industry?
Citi supports clients across multiple industries. That includes petrochemicals that produce products such as fertilizers that are critical to our global economy. Fertilizers, in particular, are vital to our food production and good yields. We also have a longstanding environmental and social risk management policy, which helps guide our engagement with clients to ensure that we are able to manage risks associated with certain transactions, and also help us advise our clients in these different areas. I encourage you to have a look at it. It's a thoughtful read.
Ms. Fraser, there are no further questions.
Thank you. I will now ask the Secretary to report on the votes that were taken at today's meeting.
Thank you. Based on the proxies voted prior to today's meeting and the votes cast at today's meeting, I'm able to report that for Proposal 1, relating to the election of directors, each nominee has been elected with at least 92.67% of the votes cast voting in favor of each nominee. Proposal 2, relating to the ratification of KPMG LLP as Citigroup's independent registered public accounting firm, has passed with approximately 92.69% of the votes cast voting in favor of this proposal. Proposal 3, relating to the approval of Citi's 2025 executive compensation, has passed with approximately 60.3% of the votes cast voting in favor of this proposal. Proposal 4, relating to the approval of additional shares for the Citigroup 2019 Stock Incentive Plan, has passed with approximately 69.4% of the votes cast voting in favor of this proposal. These numbers are preliminary.
The official report of the Inspector of Election will be filed with our corporate records and reported on a Form 8-K filed with the SEC. Ms. Fraser.
Thank you. If you have a question and you did not get a chance to ask it, please do follow the procedure for sending questions to the board described in the proxy statement. At this time, I will entertain a motion to adjourn.
Move it.
Second.
All in favor?
Aye.
Aye.
Thank you. I declare the meeting adjourned.
This now concludes the meeting. Thank you for joining, and have a pleasant day.