Citigroup Inc — 8-K exhibit

Exhibit 4.4

CITIGROUP INC.

and

THE BANK OF NEW YORK MELLON

THIRD SUPPLEMENTAL INDENTURE

Dated as of January 9, 2026

Supplemental to Indenture dated as of June 1, 2005

providing for the issuance of Senior Securities

THIRD SUPPLEMENTAL INDENTURE dated as of January 9, 2026 (this “Third Supplemental Indenture”), between Citigroup Inc., a Delaware corporation (as successor to the issuer) (the “Company”), and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as trustee (as successor trustee) (the “Trustee”) under the Indenture dated as of June 1, 2005 (as previously amended and supplemented from time to time, the “Indenture”).

WHEREAS, pursuant to Section 14.01(i) of the Indenture, the Company and the Trustee may enter into a supplemental indenture to cure any ambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision in the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture, provided such action shall not adversely affect the interests of the Holders of Securities (each as defined in the Indenture) of any series in any material respect;

WHEREAS, the Company desires to enter into this Third Supplemental Indenture and hereby requests that the Trustee enter into the same;

WHEREAS, the Company has determined that entering into this Third Supplemental Indenture will not adversely affect the interests of the current Holders of Securities of any series under the Indenture in any material respect;

WHEREAS, all acts and requirements necessary to make this Third Supplemental Indenture the legal, valid and binding obligation of the Company have been done;

NOW, THEREFORE, the Company and the Trustee agree as follows:

ARTICLE ONE

Modifications

Section 1.01. Section 6.06 of the Indenture is hereby amended and restated to read as follows:

“The Company shall furnish to the Trustee annually, within 120 days after the end of each fiscal year, a brief certificate from the Chairman of the Board of Directors, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture (which compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture) and, in the event of any Default, specifying each such Default and the nature and status thereof of which such person may have knowledge. Such certificates need not comply with Section 16.02 of this Indenture,”

ARTICLE TWO

Miscellaneous

Section 2.01. The Trustee accepts the trusts created by this Third Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Third Supplemental Indenture or the due execution hereof by the Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

Section 2.02. Capitalized terms used but not defined in this Third Supplemental Indenture shall have the meanings given to such terms in the Indenture.

Section 2.03. Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

Section 2.04. This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; but such counterparts shall together be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, each of CITIGROUP INC. and THE BANK OF NEW YORK MELLON, as Trustee, has caused this Third Supplemental Indenture to be signed by one of its officers thereunto duly authorized as of January 9, 2026.