Citibank, N.A., as depositor of Citibank Credit Card Issuance Trust SF-3Registration of securities

As filed with the Securities and Exchange Commission on December 20, 2024

Registration Nos. 333-[·], 333-[·] and 333-[·]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SF-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CITIBANK, N.A.

(Sponsor and Depositor)

(Exact name of registrant as specified in its charter)

Commission File Number of depositor: 333-145220-03; 333-171055-03; 333-224484-01

Central Index Key Number of depositor: 0001522616

Citibank, N.A.

(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor: 0001522616

Citibank, N.A.

(Exact name of sponsor as specified in its charter)

Citibank, N.A.

388 Greenwich Street

New York, New York 10013

(212) 559-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

CHRISTOPHER R. BECKER, ESQ.

Director and Senior Counsel—SEC Disclosures and Corporate Securities Issuance Legal

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

(212) 657-5090

beckerc@citi.com

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

MICHAEL H. MITCHELL, ESQ.

Orrick, Herrington & Sutcliffe LLP

2100 Pennsylvania Avenue NW

Washington, D.C. 20037

(202) 339-8456

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form SF–3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

If this Form SF–3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

This Registration Statement includes a representative form of prospectus relating to the offering by Citibank Credit Card Issuance Trust of a subclass of asset-backed notes of a multiple issuance series designated the Citiseries.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated [·] [·], 20[·]

Prospectus Dated [·] [·], 20[·]

Citibank Credit Card Issuance Trust

Issuing Entity (CIK: 0001108348)

$[·] [Floating Rate] [[·]%] Class 20[·]-[·][·] Notes of [·] 20[·]

(Legal Maturity Date [·] 20[·] )

Citibank, N.A.

Sponsor and Depositor (CIK: 0001522616)

The Class 20[·]-[·][·] notes will be paid from the issuance trust’s assets consisting primarily of an interest in credit card receivables arising in a portfolio of revolving credit card accounts.

The Class 20[·]-[·][·] notes are a subclass of Class [·] notes of the Citiseries.

[Credit Enhancement: [Principal payments on Class B notes of the Citiseries, including these Class 20[·]-B[·] notes, are subordinated to payments on Class A notes of the Citiseries.] [Principal payments on Class C notes of the Citiseries, including these Class 20[·]-C[·] notes, are subordinated to payments on Class A notes and Class B notes of the Citiseries. The Class 20[·]-C[·] notes will have the benefit of a Class C Reserve Account as described in this prospectus.] [The Class 20[·]-[·][·] notes will have the benefit of an interest rate [swap] [cap] [collar] provided by [Name of Provider], as derivative counterparty, as described in this prospectus.]]

[See page [·] for a description of how [SOFR or other applicable reference rate] is determined.][See also “Risk Factors—Floating Rate Note Related Risks” in this prospectus.]

You should review and consider the discussion under “Risk Factors” beginning on page [45] of this prospectus before you purchase any notes.

Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved the notes or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes are obligations of Citibank Credit Card Issuance Trust only and are not obligations of or interests in any other person. The notes of all series, including the Citiseries, are secured by a shared security interest in the collateral certificate and the collection account, but each subclass of notes is entitled to the benefits of only that portion of the assets allocated to it under the indenture and applicable indenture supplement. Noteholders will have no recourse to any other assets of Citibank Credit Card Issuance Trust for the payment of the notes.

The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Underwriter[s]

[·]

Information Presented in this Prospectus

Citibank Credit Card Issuance Trust (issuance trust) will issue notes in series and we expect that most series will consist of multiple classes and that most classes will consist of multiple subclasses. As of the date of this prospectus, the Citiseries is the only issued and outstanding series of the issuance trust. The Class 20[·]-[·][·] notes are a subclass of the Class [·] notes of the Citiseries. This prospectus describes the specific terms of your class and subclass of notes of the Citiseries and also provides general information about other series, classes and subclasses of notes that have been and may be issued from time to time. Other series, classes and subclasses of Citibank Credit Card Issuance Trust notes, including other subclasses of notes that are included in the Citiseries as a part of the Class [·] notes or other notes that are included in the Class 20[·]-[·][·] subclass, may be issued by the issuance trust in the future without the consent of, or prior notice to, any noteholders. No series, class or subclass of notes, other than the Class 20[·]-[·][·] notes, is being offered pursuant to this prospectus. See “Annex VI: Outstanding Series, Classes and Subclasses of Notes” in this prospectus for information on the other outstanding notes of the issuance trust.

The primary asset of the issuance trust is the collateral certificate, Series 2000, which represents an undivided interest in Citibank Credit Card Master Trust I (master trust). In May 2009, the master trust also issued the Series 2009 certificate to Citibank, N.A. (Citibank), as seller, in order to provide credit enhancement to the collateral certificate and the notes. The master trust may issue other series of certificates and any such series may consist of one or more classes. As of the date of this prospectus, the collateral certificate and the Series 2009 certificate are the only master trust investor certificate issued pursuant to Series 2000 and Series 2009, respectively, of the master trust certificates. This prospectus describes the specific terms of the collateral certificate and the Series 2009 certificate and also provides general information about other series of certificates that may be issued from time to time. Other series of Citibank Credit Card Master Trust I certificates may be issued by the master trust from time to time without the consent of, or prior notice to, any noteholders or certificateholders. No such series of certificates is being offered pursuant to this prospectus. See “Annex VII: Outstanding Master Trust Series of Investor Certificates” in this prospectus for information on the outstanding certificates of the master trust.

See “Risk Factors—Issuance of additional notes or master trust investor certificates may affect the timing and amount of payments to you” for a discussion of the potential impact that the issuance of additional notes or certificates could have on the Class 20[·]-[·][·] notes.

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on its cover.

We are not offering the Class 20[·]-[·][·] notes in any state where the offer is not permitted.

Information regarding certain entities that are not affiliates of Citibank has been provided in this prospectus. See in particular “The Issuance Trust—The Issuance Trust Trustee”, “Sources of Funds to Pay the Notes—The Indenture Trustee”, “The Master Trust—The Master Trust Trustee” and “—The Asset Representations Reviewer”, and Legal Proceedings—Indenture Trustee and Master Trust Trustee Litigation.” The information contained in those sections of this prospectus was prepared solely by the party described in that section without the involvement of Citibank or any of their affiliates.

We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The Table of Contents in this prospectus provides the pages on which these captions are located.

Parts of this prospectus use defined terms. You can find a listing of the definitions of some of the terms used in this prospectus in the “Glossary of Defined Terms” beginning on page [214].

These Class 20[·]-[·][·] notes are offered subject to receipt and acceptance by the underwriters and to their right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice.

EU-UK Securitization Rules Considerations

In connection with the offering of the Class 20[·]-[·][·] notes, Citibank will act as the “Retention Holder” for the purposes of the EU securitization regulation and UK securitization framework. We refer to this Retention Holder as the “EU-UK retention holder” in this prospectus. For a discussion of the EU securitization regulation and UK securitization framework, please see “Risk Factors–Other Legal and Regulatory Risks–Certain EEA-regulated and UK-regulated investors are subject to due diligence and risk retention requirements relating to the notes” below, which includes definitions for certain terms used in this section of the prospectus. Under the terms and conditions of the underwriting agreement for these Class 20[·]-[·][·] notes, Citibank covenants and agrees that:

The requirement of EU affected investors to verify compliance with the transparency requirements in Article 7 of the EU securitization regulation was previously unclear with respect to securitizations issued by entities based in “third-countries” (i.e., countries outside the EU). However, in a report published on October 10, 2022, the European Commission provided interpretative guidance specifying that the EU securitization regulation should be read as making no distinction with respect to the requirement to verify compliance with Article 7 of the EU securitization regulation “whether the securitisation is issued by EU entities or by entities based in third- countries.” Such compliance would include the requirement to use prescribed reporting templates for investor reports required under Article 7, as well as disclosure of certain events with respect to the transaction described in this prospectus.

The transaction described in this prospectus is not being structured to ensure compliance by any person with the transparency requirements in Article 7 of EU securitization regulation, SECN 6 or Article 7 of Chapter 2 of the PRASR. In particular, neither Citibank nor any other party will be required to produce any information or disclosure for purposes of the EU-UK transparency requirements, or to take any other action in accordance with, or in a manner contemplated by, such requirements. Consequently, the Class 20[·]-[·][·] notes may not be a suitable investment for EU affected investors.

Except as set forth in the underwriting agreement (and summarized above), neither Citibank nor any other party to the transaction described in this prospectus intends to take or refrain from taking any action with regard to such transaction in a manner prescribed or contemplated by either the EU securitization rules or the UK securitization rules, or to take any action for purposes of, or in connection with, facilitating or enabling compliance by any investor with the applicable due diligence requirements. For the avoidance of doubt, neither Citibank nor any other party undertakes to deliver any information beyond that contained in or provided with the monthly report to certificateholders.

Prospective investors are responsible for analyzing their own regulatory position and should consult with their own investment and legal advisors regarding the application of the

EU securitization regulation, the UK securitization framework or other applicable regulations and the suitability of the Class 20[·]-[·][·] notes for investment.

Each prospective investor in the Class 20[·]-[·][·] notes that is an EU affected investor or a UK affected investor is required to independently assess and determine whether the undertaking by the EU-UK retention holder to retain the EU-UK retained interest as described in this prospectus, the other information in this prospectus and the information to be provided in any reports provided to investors in relation to this transaction or otherwise, is sufficient to comply with the EU due diligence requirements or the UK due diligence requirements, as applicable, or any corresponding national measures which may be relevant. None of Citibank, the master trust, the issuance trust, the master trust trustee, the issuance trust trustee, the indenture trustee, the paying agent, the note registrar, any of the underwriters, or any of their respective affiliates or any other person makes any representation, warranty or guarantee that any such information is sufficient for such purposes or any other purpose or that the structure of the Class 20[·]-[·][·] notes, the EU-UK retention holder (including its holding of the EU-UK retained interest) and the transactions described herein are compliant with the EU securitization rules or the UK securitization rules or any other applicable legal or regulatory or other requirements and no such person shall have any liability to any prospective investor or any other person with respect to the insufficiency of such information or any failure of the transaction or structure contemplated hereby to comply with or otherwise satisfy such requirements, any subsequent change in law, rule or regulation or any other applicable legal, regulatory or other requirements or any failure by any investor that is an EU affected investor or a UK affected investor to satisfy the applicable due diligence requirements. In no event shall the indenture trustee, the paying agent or the note registrar have any responsibility to monitor compliance with, calculate, provide or otherwise make available information or documents required by the EU securitization regulation or the UK securitization framework. None of the indenture trustee, the paying agent, the note registrar or any of the underwriters will be charged with knowledge of such rules or be liable to any party for a violation of such rules or regulations now or hereinafter in effect. See “Risk Factors–Other Legal and Regulatory Risks–Certain EEA-regulated and UK-regulated investors are subject to due diligence and risk retention requirements relating to the notes” below.

Notice to Residents of the United Kingdom

The Class 20[·]-[·][·] notes must not be offered or sold and this prospectus and any other document in connection with the offering and issuance of the Class 20[·]-[·][·] notes must not be communicated or caused to be communicated in the UK except to qualified investors within the meaning of Article 2(1)(e) of the UK Prospectus Regulation that also qualify as investment professionals under Article 19 (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (as amended) (the “Order”) or are persons falling within Article 49(2)(a)-(d) (high net worth companies, unincorporated associations, etc.) of the Order or who otherwise fall within an exemption set forth in such Order such that Section 21(1) of the Financial Services and Markets Act 2000, as amended (FSMA) does not apply to the bank, the master trust or the issuance trust, or are persons to whom this prospectus or any other such document may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is

available only to relevant persons and will be engaged in only with relevant persons. Neither this prospectus nor the Class  20[·]-[·][·] notes are or will be available to persons who are not relevant persons and this prospectus must not be acted on or relied on by persons who are not relevant persons. The communication of this prospectus to any person in the UK who is not a relevant person is unauthorized and may contravene the FSMA.

The Class 20[·]-[·][·] notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended) (EUWA), subject to amendments made by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (SI 2018/1403) and as amended; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK law by virtue of the EUWA, subject to amendments made by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (SI 2018/1403) and as amended; or (iii) not a qualified investor (UK Qualified Investor) as defined in Article 2 of Regulation (EU) 2017/1129 (as amended), as it forms part of UK law by virtue of the EUWA, subject to amendments made by the Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/1234) and as amended (the “UK Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014, as it forms part of UK law by virtue of the EUWA, subject to amendments made by the Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019 (SI 2019/403) and as amended (UK PRIIPs Regulation) for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Notice to Residents of the European Economic Area

The Class 20[·]-[·][·] notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of 2014/65/EU (as amended, “MIFID II”); or (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

Certain Volcker Rule Considerations

The issuance trust is not now, and immediately following the issuance of these Class  20[·]-[·][·] notes and the application of the proceeds thereof will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly known as the “Volcker Rule.”

In reaching this conclusion, the issuance trust has relied primarily on the determinations that:

Forward-Looking Statements

This prospectus and the information incorporated by reference in this prospectus include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements are not based on historical facts but instead represent only our beliefs regarding future events. Such statements may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “estimate”, “may increase”, “may fluctuate” and similar expressions, or future or conditional verbs such as “will”, “should”, “would” and “could”. Forward-looking statements are based on our current expectations and are subject to uncertainties and changes in circumstances. Actual results may differ materially from those included in these statements as a result of certain risks and uncertainties including, but not limited to, changes in business, political and economic conditions, unemployment levels, consumer bankruptcies, rate of inflation, consumer sentiment, risk of recession, elevated interest rates and supply chain disruptions; the behavioral and economic impact of natural disasters, disease epidemics and acts of terrorism, as well as any governmental response; competition in the credit card industry, including industry consolidation, and competitive product and pricing pressures; difficulties originating or servicing accounts; changes in, or termination of, material co-branding arrangements; technological change; cybersecurity risks and technological failures; the impact of current, proposed, pending or future legislation and regulation; the costs, effects and outcomes of litigation; changes in fiscal, monetary, regulatory, accounting and tax policies; insolvency risks; changes to or discontinuance of “benchmark” rate indices, including SOFR; physical or transition risks related to climate change; as well as other risks and uncertainties including, but not limited to, those described in “Risk Factors” in this prospectus. You should not put undue reliance on any forward-looking statements, which speak only as of the date on which they were made. We undertake no obligation to update forward-looking statements to reflect subsequent circumstances or events.

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RISK FACTORS

The following is a summary of the material risks that apply to an investment in the Class 20[·]-[·][·] notes. The remainder of this prospectus provides much more detailed information about or related to these risks. You should consider the following risk factors in deciding whether to purchase the notes.

There is a glossary beginning on page [214] where you will find the definitions of some terms used in this prospectus.

BUSINESS RISKS RELATING TO CITIBANK’S CREDIT CARD BUSINESS

Cardholder payment patterns, finance charge rates and credit card usage may affect the timing and amount of payments on the notes

The amount of principal collections and finance charge collections available to pay your notes on any payment date or to make deposits into the funding accounts will depend on many factors, including:

Changes in payment patterns, finance charge rates and credit card usage result from a variety of economic, social and legal factors. Economic factors include the rate of inflation, unemployment levels, the interest rate environment, economic growth rates, supply chain disruptions, energy prices the availability and cost of credit (including mortgages) and real estate values. Social factors include consumer and business confidence levels and the public’s attitude about incurring debt and the stigma of personal bankruptcy. In addition, natural disasters, disease pandemics and acts of terrorism in the United States and the government’s economic, political and/or military response to any such events may have an adverse effect on the amount and timing of payment by cardholders, as well as on general economic conditions, consumer and business confidence and general market liquidity. During periods of economic recession, high unemployment, increased mortgage foreclosure rates and low consumer and business confidence levels, card usage generally declines and delinquency and loss rates generally increase, resulting in a decrease in the amount of finance charge and principal collections, and these changes in card usage, delinquency and loss rates and the amount of finance charge and principal collections may be material. There is currently an increased potential of recession or a period of significantly lower economic growth in the U.S.

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During the financial crisis that began in 2007 and the ensuing economic recession, concerns over the availability and cost of credit, increased mortgage foreclosure rates, declining real estate values and geopolitical issues contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, precipitated a recession, which resulted in declines in card usage and adverse changes in payment patterns, causing increases in delinquencies and losses in the accounts designated to the master trust. More recently, during the COVID-19 pandemic, credit card usage declined and payment rates increased, resulting in a decrease in the amount of finance charge and principal collections for the accounts designated to the master trust. Future changes in conditions in the economy and financial markets could result in declines in card usage, adverse changes in payment patterns and increased delinquencies and losses, which could be material. For some of the legal factors that could affect cardholder use patterns, see “—Other Legal and Regulatory Risks—Changes to consumer protection laws may impede Citibank’s origination or collection efforts, change cardholder use patterns, or alter timing and amount of collections” below. Changes in, or termination of, incentive or other reward programs (including under co-brand arrangements) may also affect cardholders’ actions. We cannot predict how or when these or other factors will affect repayment patterns or card use and, consequently, the timing and amount of payments on your notes.

Competition in the credit card industry could affect the timing and amount of payments on the notes

The credit card industry is very competitive. Credit card issuers such as Citibank use, among other things, advertising, target marketing, pricing competition, promotional offers, benefits, reward and incentive programs, customer service, e-commerce and digital wallet options, and online and mobile banking applications, to attract and retain customers. Citibank and other credit card issuers may offer cards with different benefits and features or lower fees and/or finance charges than the credit card accounts that have been designated as part of the master trust. Also, Citibank or any of its affiliates may solicit existing cardholders whose accounts are designated to the master trust to open other accounts with benefits or features not available under the accounts designated to the master trust. If cardholders choose to use competing sources of credit, the rate at which new credit card receivables are generated may be reduced and the pattern of payments may be affected. If the credit card receivables decline significantly, Citibank may be required to designate additional accounts to the master trust, or an early amortization event with respect to the collateral certificate could occur and the notes could be paid early.

Increased competition and emerging technologies have required and could require Citibank to change or adapt its products and services, as well as invest in and develop related infrastructure, to attract and retain customers or to compete more effectively with competitors, including new market entrants. Further, potential mergers and acquisitions involving credit card issuers, as well as networks and merchant acquirers, may also increase competition and impact Citibank’s ability to offer competitive pricing and rewards.

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Changes in, or termination of, material co-branding arrangements could adversely affect the performance of the receivables in the master trust and the timing and amount of payments on the notes

Citibank has entered into co-branding arrangements with third parties pursuant to which cardholders earn benefits through card usage, such as frequent flyer miles, rewards points, discounts and rebates. Competition among credit card issuers, including Citibank, for these co-branding arrangements is significant, and Citibank may not be able to maintain such relationships on existing terms or at all. These co-branding arrangements generally have a fixed term, and may or may not be extended or renewed by the parties at the end of the scheduled term of the arrangements. These co-branding arrangements may also be terminated early in certain circumstances such as a party’s contractual breach of the related program agreement or exercise of other early termination right, or other factors, including bankruptcies, mergers, restructurings, consolidations or other similar events, whether due to a challenging macroeconomic environment or otherwise, or a significant change in law or other similar events. [Some of these co-branding arrangements, if not extended or renewed, are scheduled to terminate while the Class 20[·]-[·][·] notes are outstanding.]

A significant portion of the receivables in the master trust relate to credit cards issued under these co-branding arrangements. If any material co-branding arrangement (including the Citibank/American Airlines AAdvantage co-brand program) experiences reduced volume or terminates for any reason, including nonrenewal, early termination or negative developments in the business of the co-brand partner, it could adversely affect the performance of the receivables in the master trust, including usage and payment rates, and the timing and amount of payments on the notes. Some of these co-branding arrangements (including the Citibank/American Airlines AAdvantage co-brand program) provide that, upon scheduled or early termination, the co-brand partner has the option to purchase, or designate a third party to purchase, all or a portion of the receivables generated under the program, which may include receivables that are in the master trust. [As of [·], 20[·], if certain of these co-branding arrangements are not extended before the end of their term, approximately [·]% of the master trust’s total receivables would be subject to purchase prior to the expected principal payment date of the Class 20[·]-[·][·] notes.] Further, upon scheduled or early termination of a co-branding arrangement, cardholders may shift their card usage to credit card issuers other than Citibank. In the case of a scheduled or early termination of a material co-branding arrangement, particularly if there is an exercise of an option to purchase the related receivables, if Citibank is unable to designate alternate accounts to the master trust of similar credit quality and with similar usage and payment rates to the master trust, the performance of the master trust at such time could be adversely affected or an early amortization event could occur and could result in an early payment of your notes. For information about the Citibank/American Airlines AAdvantage co-brand program, see “The Master Trust Receivables and Accounts” in Annex I to this prospectus.

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A failure or disruption of Citibank’s operational processes or systems could negatively impact Citibank’s reputation, customers, businesses or results of operations and financial condition

Citibank’s credit card business rely heavily on its technology systems and infrastructure, including the accurate, timely and secure processing, management, storage and transmission of data, including confidential transactions, and other information, as well as the monitoring of a substantial amount of data and complex transactions in real time. Citibank obtains and stores an extensive amount of personal and customer-specific information for its consumer customers, including for its U.S. credit card business, and must accurately record and reflect their extensive account transactions. Citibank’s U.S. credit card operations must also comply with complex and evolving laws, regulations and heightened regulatory expectations (see “Changes to consumer protection laws may impede Citibank’s origination or collection efforts, change cardholder use patterns, or alter timing and amount of collections” and “Future legislation and regulation and financial regulatory reforms could have a significant impact on the activities of the issuance trust, the master trust or Citibank” below). With the evolving proliferation of new technologies and the increasing use of the internet, mobile devices and cloud services to conduct financial transactions, including credit card transactions, and customers’ increasing use of online banking systems and other platforms, large global financial institutions such as Citibank have been, and will continue to be, subject to an ever-increasing risk of operational loss, failure or disruption.

Although Citibank has continued to upgrade its technology, including systems to automate processes and gain efficiencies, operational incidents are unpredictable and can arise from numerous sources, not all of which are fully within Citibank’s control. These include, among others, operational or execution failures, or deficiencies by third parties, including third parties that provide products or services to Citibank (e.g., cloud service providers), or those that otherwise have an ongoing partnership or business relationship with Citibank; deficiencies in processes or controls; inadequate management of data governance practices, data controls and monitoring mechanisms that may adversely impact internal or external reporting and decision-making; cyber or information security incidents (see the cybersecurity risk factor below); human error, such as manual transaction processing errors (e.g., erroneous payments to lenders or manual errors by traders that cause system and market disruptions or losses), which can be exacerbated by staffing challenges and processing backlogs; fraud or malice on the part of employees or third parties; insufficient (or limited) straight-through processing between legacy or bespoke systems and any failure to design and effectively operate controls that mitigate operational risks associated with those legacy or bespoke systems, leading to potential risk of errors and operating losses; accidental system or technological failure; electrical or telecommunication outages; failures of or cyber incidents involving computer servers or infrastructure, including cloud services; or other similar losses or damage to Citibank’s property or assets (see also—“Climate change could have an adverse impact on Citibank and cardholders, and negatively impact the timing and amount of payments on your notes” below).

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For example, operational incidents can arise as a result of failures by third parties with which Citibank does business, such as failures by internet, mobile technology and cloud service providers or other vendors to adequately follow procedures or processes, safeguard their systems or prevent system disruptions or cyberattacks. Failure by Citibank to develop, implement and operate a third-party risk management program commensurate with the level of risk, complexity and nature of its third-party relationships can also result in operational incidents. Irrespective of the sophistication of the technology utilized by Citibank, there will always be some room for human and other errors. In view of the large transactions in which Citibank engages, such errors could result in significant losses. While Citibank has change management processes in place to appropriately upgrade its operational processes and systems to ensure that any changes introduced do not adversely impact security and operational continuity, such change management can fail or be ineffective. Furthermore, when Citibank introduces new products, systems or processes, new operational risks that may arise from those changes may not be identified, or adequate controls to mitigate the identified risks may not be appropriately implemented or operate as designed.

Incidents that impact information security, technology operations or other operational processes may cause disruptions and/or malfunctions within Citibank’s businesses (e.g., the temporary loss of availability of Citibank’s online banking system or mobile banking platform), as well as the operations of its customers or other third parties. In addition, operational incidents could involve the failure or ineffectiveness of internal processes or controls. Given Citibank’s global footprint and the high volume of transactions processed by Citibank, certain failures, errors or actions may be repeated or compounded before they are discovered and rectified, which would further increase the consequences and costs. Operational incidents could result in financial losses and other costs as well as misappropriation, corruption or loss of confidential and other information or assets, which could significantly negatively impact Citibank’s reputation, customers, businesses or results of operations and financial condition, as well as the issuance trust and master trust. Cyber-related and other operational incidents can also result in legal and regulatory actions or proceedings, fines and other costs (see “—Other Legal and Regulatory Risks—Regulatory action against Citibank could adversely affect your rights has a noteholder and could result in delayed or reduced payments” below).

Citibank’s and third parties’ computer systems and networks will continue to be susceptible to an increasing risk of continually evolving, sophisticated cybersecurity incidents that could result in the theft, loss, non-availability, misuse or disclosure of confidential customer, partner or third-party information, damage to Citibank’s reputation, additional costs to Citibank, regulatory penalties, legal exposure and financial losses.

Citibank’s computer systems, software and networks are subject to ongoing attempted cyberattacks, such as unauthorized access, loss or destruction of data (including confidential customer information), account takeovers, disruptions of service, phishing, malware, ransomware, computer viruses or other malicious code and other similar events. These threats can arise from external parties, including cyber criminals, cyber terrorists, hacktivists (individuals or groups using cyberattacks to promote a political or social agenda) and nation- state actors, as well as insiders who knowingly or unknowingly engage in or enable malicious

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cyber activities. Citibank develops its own software and relies on third-party applications and software, which are susceptible to vulnerability exploitations. Software leveraged in financial services and other industries continues to be impacted by an increasing number of zero-day vulnerabilities, thus increasing inherent cyber risk to Citibank.

The increasing use of mobile and other digital banking platforms and services, cloud technologies and connectivity solutions to facilitate remote working for Citibank’s employees all increase Citibank’s exposure to cybersecurity risks. Citibank is also susceptible to cyberattacks given, among other things, its size and scale, high-profile brand, global footprint and prominent role in the financial system, as well as the ongoing wind-down of its businesses in Russia. Additionally, Citibank continues to operate in multiple jurisdictions in the midst of geopolitical unrest, including active conflicts in Ukraine and the Middle East, which could expose Citibank to heightened risk of insider threat, politically motivated hacktivism or other cyber threats.

Citibank continues to experience increased exposure to cyberattacks through third parties, in part because financial institutions are becoming increasingly interconnected with central agents, exchanges and clearing houses. Third parties with which Citibank does business, as well as retailers and other third parties with which Citibank’s customers do business, and any such third parties’ downstream service providers, also pose cybersecurity risks, particularly where activities of customers are beyond Citibank’s security and control systems. For example, Citibank outsources certain functions, such as processing customer credit card transactions, uploading content on customer-facing websites and developing software for new products and services. These relationships allow for the storage and processing of customer information by third-party hosting of, or access to Citibank websites. This could lead to compromise or the potential to introduce vulnerable or malicious code, resulting in security breaches or business disruptions impacting Citibank customers, including credit card customers, employees or operations. While many of Citibank’s agreements with third parties include indemnification provisions, Citibank may not be able to recover sufficiently, or at all, under these provisions to adequately offset any losses and other adverse impacts Citibank may incur from third-party cyber incidents.

Citibank and some of its third-party partners have been subjected to attempted and sometimes successful cyberattacks over the last several years, including (i) denial of service attacks, which attempt to interrupt service to clients and customers; (ii) hacking and malicious software installations intended to gain unauthorized access to information systems or to disrupt those systems and/or impact availability or privacy of confidential data, with objectives including, but not limited to, extortion payments or causing reputational damage; (iii) data breaches due to unauthorized access to customer account or other data; and (iv) malicious software attacks on client systems, in attempts to gain unauthorized access to Citibank systems or client data under the guise of normal client transactions.

While Citibank’s monitoring and protection services have historically generally succeeded in detecting, thwarting and/or responding to attacks targeting its systems before they become significant, certain past incidents resulted in limited losses, as well as increases

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in expenditures to monitor against the threat of similar future cyber incidents. There can be no assurance that such cyber incidents will not occur again, and they could occur more frequently, via novel tactics, including leveraging of tools made possible by emerging technologies, and on a more significant scale. Despite the significant resources Citibank allocates to implement, maintain, monitor and regularly upgrade its systems and networks with measures such as intrusion detection and prevention systems and firewalls to safeguard critical business applications, there is no guarantee that these measures or any other measures can provide sufficient security. Because the techniques used to initiate cyberattacks change frequently or, in some cases, are not recognized until launched or even later, Citibank may be unable to implement effective preventive measures or otherwise proactively address these methods. In addition, cyber threats and cyberattack techniques change, develop and evolve rapidly, including from emerging technologies such as artificial intelligence, cloud computing and quantum computing. Given the frequency and sophistication of cyberattacks, the determination of the severity and potential impact of a cyber incident may not become apparent for a substantial period of time following detection of the incident. Also, while Citibank strives to implement measures to reduce the exposure resulting from outsourcing risks, such as performing security control assessments of third-party vendors and limiting third-party access to the least privileged level necessary to perform job functions, these measures cannot prevent all third-party related cyberattacks or data breaches. In addition, the risk of insider threat may be elevated in the near term due to Citibank’s overall simplification initiatives, including streamlining its global staff functions.

Cyber incidents can result in the disclosure of personal, confidential or proprietary customer, partner or third-party information; damage to Citibank’s reputation; customer dissatisfaction; and additional costs to Citibank, including expenses such as repairing or replacing systems, replacing customer payment cards, credit monitoring or adding new personnel or protection technologies. Cyber incidents can also result in regulatory penalties, loss of revenues, deposit flight, exposure to litigation and other financial losses, including loss of funds to Citibank, the issuance trust, the master trust, and Citibank’s customers, and disruption to Citibank’s operational systems (see the operational processes and systems risk factor above). Moreover, the increasing risk of cyber incidents has resulted in increased legislative and regulatory action on cybersecurity, including, among other things, scrutiny of firms’ cybersecurity protection services, laws and regulations to enhance protection of consumers’ personal data.

Citibank may not be able to designate new accounts to the master trust when required by the pooling and servicing agreement, resulting in early payment of the notes

The pooling and servicing agreement provides that Citibank must add additional credit card receivables to the master trust if the total amount of principal receivables in the master trust falls below specified percentages of the total invested amounts of investor certificates in the master trust. The total amount of principal receivables in the master trust could decline due to a variety of economic, social and legal factors, as well as changes in, or termination of, incentive or other reward programs (including under co-brand arrangements). See “—Cardholder payment patterns, finance charge rates and credit card usage may affect the

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timing and amount of payments on the notes” above. There is no guarantee that Citibank will have enough receivables to add to the master trust. If Citibank does not make an addition of receivables within five business days after the date it is required to do so, an early amortization event will occur with respect to the collateral certificate. This would constitute an early redemption event and could result in an early payment of your notes. See “The Master Trust—Master Trust Assets” and “—Early Amortization Events” and “Covenants, Events of Default and Early Redemption Events—Early Redemption Events.”

You may receive principal payments earlier or later than the expected principal payment date

There is no assurance that the stated principal amount of your notes will be paid on its expected principal payment date.

The effective yield on the credit card receivables owned by the master trust could decrease due to, among other things, a change in periodic finance charges on the accounts, an increase in the level of delinquencies or increased convenience use of the card whereby cardholders pay their credit card balance in full each month and incur no finance charges. A significant decrease in the amount of credit card receivables in the master trust for any reason, including termination of a material co-brand arrangement, could result in an early redemption event and in early payment of your notes, as well as decreased protection to you against defaults on the accounts. If surplus finance charge collections calculated using a three-month moving average decreases below the required surplus finance charge amount, an early redemption event will occur and could result in an early payment of your notes. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events.” For a discussion of surplus finance charge collections and required surplus finance charge amount, see “Surplus Finance Charge Collections” and “Required Surplus Finance Charge Amount” in the glossary.

If, for any reason, cardholders make payments on their credit card accounts later than expected or default on the payments on their credit card accounts, the allocations of principal collections to the collateral certificate and to the notes may be reduced, and the principal of the notes may be paid later than expected or not paid at all.

Reset of interest rate on credit card receivables in the master trust may reduce the amount of finance charge collections available for interest payments on the notes

Most of the credit card receivables in the master trust bear interest at the Prime Rate plus a margin. The notes generally bear interest at a fixed or floating rate. If the Prime Rate declines, the amount of collections of finance charge receivables on the accounts in the master trust may be reduced while the interest payments on fixed rate notes required to be funded out of those collections will remain constant.

Changes in the interest rate indices applicable to floating rate notes might not be reflected in the Prime Rate, resulting in an increase or decrease in the difference between the amount of collections of finance charge receivables on the accounts in the master trust and the amount of interest payable on the floating rate notes.

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In addition, a decrease in the difference between collections of finance charge receivables and those collections allocated to make interest payments on the notes could cause an early redemption event, which could result in early payment of your notes. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events.”

Citibank’s ability to change terms of the credit card accounts could alter payment patterns, which could cause an acceleration, delay or reduction in the payment of principal of the notes

The master trust owns the credit card receivables generated in designated credit card accounts, but Citibank or one of its affiliates will continue to own the accounts themselves. Citibank or its affiliate thus will have the right to determine the fees, periodic finance charges including the interest rate index used to compute periodic finance charges, and other charges that will apply to the credit card accounts. They may also change the minimum monthly payment or other terms of the accounts. A decrease in the effective yield on the credit card receivables could cause an early redemption event, resulting in an early payment of the notes. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events.” Also, changes in account terms could affect payment patterns on the credit card receivables, which could cause an acceleration, delay or reduction in the payment of principal of the notes.

In the pooling and servicing agreement, Citibank has agreed—and any affiliate that owns accounts designated to the master trust in the future will agree—generally to avoid taking actions that would

For a discussion of portfolio yield, surplus finance charge collections and required surplus finance charge amount, see “Portfolio Yield,” “Surplus Finance Charge Collections” and “Required Surplus Finance Charge Amount” in the glossary.

There are no other restrictions in the pooling and servicing agreement on Citibank’s or its affiliates’ ability to change the terms of the credit card accounts designated to the master trust, and we can provide no assurance that finance charges or other fees will not be reduced.

Addition of accounts to the master trust may affect credit quality and lessen the issuance trust’s ability to make payments on the notes

The assets of the master trust, and therefore the assets allocable to the collateral certificate held by the issuance trust, change every day. Citibank may choose, or may be

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required, to add credit card receivables to the master trust. The credit card accounts from which these receivables arise may have different terms and conditions from the credit card accounts already designated to the master trust. For example, the new credit card accounts may have higher or lower fees or interest rates, or different payment terms. In addition, the composition of the new credit card accounts in terms of FICO^®* score ranges, channels of origination, amount of seasoning or other account metrics may also vary significantly from the credit card accounts already designated to the master trust. The new credit card accounts may have materially different account metrics, such as lower FICO score ranges, higher expected loss rates, riskier origination channels or lower credit standards, and consequently, the new credit card accounts may be of lower credit quality than the credit card accounts currently designated to the master trust. Further, the new credit card accounts may experience materially different usage and payment patterns as compared to existing or removed accounts, which in turn, could materially adversely affect certain characteristics of the master trust such as payment rates and excess spread. If the credit quality or the performance of the assets in the master trust were to deteriorate, the issuance trust’s ability to make payments on the notes could be adversely affected. See “The Master Trust—Master Trust Assets.”

The issuance trust’s ability to make payments on the notes will be impaired if sufficient new credit card receivables are not generated by Citibank. We do not guarantee that new credit card receivables will be created, that any credit card receivables will be added to the master trust or that credit card receivables will be repaid at a particular time or with a particular pattern.

Climate change could have an adverse impact on Citibank and cardholders, and negatively impact the timing and amount of payments on your notes

Citibank operates globally, including in countries, states and regions where its businesses, including the U.S. credit card business, and the activities of its cardholders could be negatively affected by the impacts of climate change. While the geographic diversification of Citibank’s credit card portfolios and diverse cardholder base mitigates risk overall, climate change still presents some risks to Citibank and its cardholders, with these risks expected to increase over time.

Climate risks can arise from both physical risks (acute or chronic risks related to the physical effects of climate change, including any related increase in the severity and frequency of extreme weather and natural disasters) and transition risks (risks related to regulatory and legal, technological, market and reputational changes from a transition to a low-carbon economy). Physical risks, particularly if they increase over time, could damage or destroy Citibank’s or its cardholders’ properties and other assets and disrupt their activities and operations. For example, cardholders may reside in areas negatively affected by physical impacts from climate change, such as extreme weather events and the increased frequency of such events (including wildfires, droughts, flooding and hurricanes, among others), or overall shifts in climatic behavior, such as temperature, precipitation patterns, and sea level rise. In these instances, the cardholders as well as their broader community and region may suffer financial harm, reducing their ability to make timely payments on their credit card accounts and,

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if these impacts happen at scale, negatively affecting the broader local, regional and national economy. Such damage or disruption could also negatively impact the operations of Citibank, including its U.S. credit card business, which could, for example, impair its ability to originate new credit card accounts and receivables and to perform its servicing obligations on the credit card accounts or the notes.

Climate transition risks may also occur, resulting from changes in public policy, regulation, market preferences, or technology shifts, which in turn could have negative impacts on asset values, on the operations, financial results and the reputation of Citibank, and on its cardholders. U.S. and non-U.S. banking regulators and others have increasingly viewed financial institutions as important participants in efforts to address the financial risks related to climate change both directly and with respect to their customers. Ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices may result in higher regulatory, compliance, credit and reputational risks and costs, which could negatively impact Citibank’s U.S. credit card business and its ability to originate new credit card accounts and receivables and to perform its servicing obligations with respect to the credit card accounts and the notes. These impacts of climate change could, individually or collectively, adversely affect the timing and amount of payments on the notes.

INSOLVENCY AND SECURITY INTEREST RISKS

The conservatorship, receivership, insolvency, or bankruptcy of Citibank, the master trust, or the issuance trust could result in accelerated, delayed, or reduced payments on the notes and losses to noteholders

Citibank is chartered as a national banking association and subject to regulation and supervision primarily by the Office of the Comptroller of the Currency (OCC). If Citibank becomes insolvent, is in an unsafe or unsound condition or engages in any violation of law, rule or regulation or unsafe or unsound banking practice that is likely to cause the insolvency or substantial dissipation of assets or earnings of Citibank or weaken the condition of Citibank, or if other similar circumstances occur, the OCC is authorized to appoint the Federal Deposit Insurance Corporation (FDIC) as Citibank’s conservator or receiver.

If the FDIC were appointed a conservator or receiver for Citibank, then an early amortization event would occur under the pooling and servicing agreement, thus causing an early redemption event for the Class 20[·]-[·][·] notes. Under the terms of the pooling and servicing agreement, no new principal receivables would be transferred to the master trust and the master trust trustee would sell the credit card receivables unless holders of more than 50% of the unpaid principal amount of master trust investor certificates of each class of each series, including the collateral certificate, and each other holder, if any, of an interest in the master trust, give the master trust trustee other instructions. In that event:

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However, the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FDIA), gives the FDIC powers when it is acting as receiver or conservator for a bank, including the power:

In addition, if Citibank defaults on its obligations as servicer under the pooling and servicing agreement solely because a conservator or receiver is appointed for it, the conservator or receiver might have the power to prevent either the master trust trustee or the master trust certificateholders from appointing a new servicer under the pooling and servicing agreement.

The transfer of the receivables by Citibank to the master trust has been documented as a sale. If the transfer is respected as a sale under applicable state law, taking account of the principles developed under federal bankruptcy law, and if no fraud or other misconduct has occurred and the pooling and servicing agreement satisfies the regulatory requirements of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the FDIC as conservator or receiver for Citibank could not reclaim the receivables or limit Citibank’s subsequent transfer or exercise of rights with respect to the receivables. We believe that the FDIC, acting as a receiver or conservator of Citibank, would not interfere with the continued transfer and liquidation of credit card receivables between Citibank and the master trust.

However, the transfer of the receivables by Citibank to the master trust may constitute, under applicable state and federal law, the grant of a security interest rather than a sale. Nevertheless, the FDIC issued a regulation surrendering certain rights to reclaim, recover, or recharacterize a financial institution’s transfer of financial assets such as the receivables and the collateral certificate if:

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The pooling and servicing agreement, the transfer of the receivables by Citibank to the master trust and the issuance by the issuance trust of notes (and the corresponding increase in the invested amount of the collateral certificate) have been structured to satisfy all of these conditions.

If a condition required under the FDIC’s regulations were found not to have been met, the FDIC could seek to reclaim, recover or recharacterize Citibank’s transfer of the receivables or the collateral certificate. We believe the FDIC would not seek to do so, so long as:

The FDIC could, however, assert a contrary position, and seek to:

The FDIC may not be subject to an express time limit in deciding whether to take these actions, and a delay by the FDIC in making a decision could result in losses to the Class 20[·]-[·][·] noteholders. Moreover, if the FDIC were successful in any of these actions, a noteholder may not be entitled under applicable law to the full amount of their damages.

Even if the conditions set forth in the regulation were satisfied and the FDIC did not reclaim, recover, or recharacterize Citibank’s transfer of the receivables or the collateral certificate, distributions to noteholders could be adversely affected if Citibank entered conservatorship or receivership.

For instance, the FDIC may argue that a statutory injunction automatically prevents the master trust trustee, the issuance trust, the indenture trustee, and the noteholders from exercising their rights, remedies, and interests for up to 90 days. The FDIC also may be able to obtain a stay of any action to enforce the transaction documents, the collateral certificate, or the notes. Further, the FDIC may require that its claims process be followed before payments on the receivables or the collateral certificate are released. The delay caused by any of these actions could result in losses to noteholders.

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The FDIC, moreover, may have the power to choose whether the terms of the transaction documents will continue to apply. Thus, regardless of what the transaction documents provide, the FDIC could:

If any of these events were to occur, principal and interest payments to the Class  20[·]-[·][·] noteholders could be accelerated, delayed, or reduced. In addition, these events could result in other parties to the transaction documents being excused from performing their obligations, which could cause further losses to noteholders. Distributions to the noteholders also could be adversely affected if the FDIC were to argue that any term of the transaction documents violates applicable regulatory requirements.

In addition, no assurance can be given that the FDIC would not attempt to exercise control over the receivables, the collateral certificate, or the other assets of the master trust or the issuance trust on a temporary or permanent basis. If this were to occur, payments on the Class 20[·]-[·][·] notes could be delayed or reduced.

In the receivership of an unrelated national bank, the FDIC successfully argued to the United States Court of Appeals for the District of Columbia Circuit that certain of its rights and powers extended to a statutory trust formed and owned by that national bank in connection with a securitization of credit card receivables. If Citibank were to enter conservatorship or receivership, the FDIC could argue that its rights and powers extend to the master trust or the issuance trust. If the FDIC were to take this position and seek to repudiate or otherwise affect the rights of the master trust trustee, the indenture trustee or the noteholders under any transaction document, there could be delays or reductions in payments on the notes.

If the administrative expenses of the conservator or receiver for Citibank were found to relate to the receivables, the collateral certificate, or the transaction documents, those expenses could be paid from collections on the receivables before the master trust trustee or the indenture trustee receives any payments, which could result in losses to the Class 20[·]-[·][·] noteholders.

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The master trust and the issuance trust have been established so as to minimize the risk that any of them would become insolvent or enter bankruptcy. Still, each of them may be eligible to file for bankruptcy, and no assurance can be given that the risk of insolvency or bankruptcy has been eliminated. If the master trust or the issuance trust were to become insolvent or were to enter bankruptcy, the Class 20[·]-[·][·] noteholders could suffer losses. Risks also exist that if the master trust or the issuance trust were to enter bankruptcy, the other entity and its assets (including the receivables or the collateral certificate) would be treated as part of the bankruptcy estate.

Regardless of any decision made by the FDIC or any ruling made by a court, the mere fact that Citibank, the master trust, the issuance trust, or any of their affiliates has become insolvent or has entered conservatorship, receivership, or bankruptcy could have an adverse effect on the performance of the credit card receivables or the value or liquidity of your notes.

Transfer of credit card receivables could be treated as assignment of collateral in connection with a secured loan instead of a sale, which could result in delayed or reduced payments on the notes

Although Citibank sells credit card receivables to the master trust, it is possible that a court could treat those sales as an assignment of collateral for the benefit of the holders of the master trust investor certificates, including the collateral certificate, instead of a sale. If the transfer of credit card receivables to the master trust were to be treated as assignments of collateral rather than sales:

There could be a delay or reduction in payments on the notes as a result.

OTHER LEGAL AND REGULATORY RISKS

Regulatory action against Citibank could adversely affect your rights as a noteholder and could result in delayed or reduced payments

The operations and financial condition of Citibank, as a national banking association, are subject to extensive regulation and supervision under federal law. The OCC, which is the primary federal agency empowered to regulate and supervise national banks, has broad enforcement powers over Citibank. These enforcement powers may adversely affect the operations of Citibank, its credit card business, the issuance trust and/or the master trust, or your rights under the securitization agreements prior to the appointment of a receiver or conservator of Citibank. For example, the OCC issued a consent order to Citibank in October 2020 (October 2020 Consent Order), relating principally to various aspects of risk

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management, compliance, data quality management and governance, and internal controls (the Federal Reserve Board issued a consent order to Citigroup Inc. at the same time). In the second quarter of 2021, Citibank made an initial submission to the OCC, and submitted its plans to address the consent order during the third quarter of 2021. In July 2024, the OCC entered into a Civil Money Penalty Consent Order with Citibank in the amount of $75 million. The OCC and Citibank also entered into an Amendment to the October 2020 OCC Consent Order. In connection with the Civil Money Penalty Consent Order and the Amendment, the OCC deemed that Citibank had failed to make sufficient and sustainable progress toward achieving compliance with the 2020 Consent Order. The Amendment requires Citibank to formalize a process to determine whether sufficient resources are being appropriately allocated toward achieving timely and sustainable compliance with the OCC’s 2020 Consent Order, including any requirements on which Citibank is not making sufficient and sustainable progress. Citibank continues to work constructively with the OCC and provides additional information regarding its plans and progress to the OCC on an ongoing basis. Citibank will continue to reflect the OCC’s feedback in its project plans and execution efforts. Although there are no restrictions on Citibank’s ability to serve its customers, 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. Moreover, the OCC consent order provides that the OCC has the right to assess future civil money penalties or take other supervisory and/or enforcement actions. Such actions by the OCC could include imposing business restrictions. More generally, the OCC could take additional enforcement or other actions if the OCC believes that Citibank has not met regulatory expectations regarding compliance with the 2020 Consent Order and Amendment. See “Legal Proceedings” for a description of any additional regulatory or supervisory matters or proceedings that we believe could be material to investors in the notes.

If, at any time, the OCC were to conclude that any securitization agreement of Citibank, or the performance of any obligation under such an agreement, or any activity of Citibank that is related to the operation of its credit card business or its obligations under the related securitization agreements, constitutes an unsafe or unsound banking practice or violates any law, rule, regulation or written condition or agreement applicable to Citibank, the OCC has the power to order Citibank to, among other things, rescind or amend that securitization agreement, refuse to perform that obligation, terminate that activity or take any other action as the OCC determines to be appropriate, including taking actions that may violate the provisions of that securitization agreement. If the OCC were to reach such a conclusion and ordered Citibank to rescind or amend its securitization agreements or to cease any activity or take any other such actions, payments of outstanding principal and interest on the notes could be delayed or reduced. In addition, Citibank may not be liable to you for contractual damages for complying with such an order and you may not have any legal recourse against that federal agency.

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Changes to consumer protection laws may impede Citibank’s origination or collection efforts, change cardholder use patterns, or alter timing and amount of collections

The credit card industry is extensively regulated by federal, state and local consumer protection laws and regulations. Receivables that do not comply with consumer protection laws may not be enforceable against the obligors of those receivables.

The most significant federal consumer protection laws are:

These laws affect how loans are made, enforced and collected. The United States Congress and the states may pass new laws or amend existing laws to regulate further the credit card industry or to reduce finance charges or other fees applicable to credit card accounts. This could make collection of credit card receivables more difficult for Citibank, as servicer, and could decrease the amount of finance charge receivables received by the master trust and thus available for interest payments on the notes.

Changes in applicable federal laws and regulations limiting the finance charges and other fees related to credit card accounts reflect increased scrutiny on practices of credit card issuers. For example, in 2009, the federal Truth in Lending Act, among other laws, was amended by the “Credit Card Accountability, Responsibility and Disclosure Act” (Credit CARD Act) to establish fair and transparent practices relating to the extension of credit through consumer credit cards. The Federal Reserve Board also adopted significant revisions to Regulation Z (implementing the federal Truth in Lending Act). The enactment of the Credit CARD Act and the related revisions of the Regulation Z rules have had, and will continue to have, a significant impact on credit card issuers and their practices.

Among the changes, the Credit CARD Act and its implementing regulations limit or prohibit certain increases in annual percentage rates and fees and prohibit credit card issuers from allocating payments in excess of the minimum payment first to the balance with the lowest annual percentage rate.

With respect to increases in annual percentage rates and some fees, and to certain other changes to account terms, credit card issuers are required to give written notice of such changes to consumers at least 45 days prior to effectiveness and, in some cases, to give the consumer the right to cancel the account before the change effective date. During the first year after a credit card account is opened, credit card issuers are prohibited from applying

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increased rates or certain fee increases to an account, except that at any time after account opening, credit card issuers may increase a rate at the expiration of a specified promotional period of six months or longer (provided that the increased rate was disclosed at account opening), may increase a rate and certain fees when the consumer is more than 60 days delinquent or fails to abide by the conditions of a workout arrangement, and may increase a variable rate due to the operation of an index. After the first year following opening of the account, credit card issuers are permitted to increase rates for new transactions pursuant to advance notice under the Credit CARD Act and Regulation Z. A credit card issuer is required to terminate any rate increase imposed on certain transactions as a result of a delinquency of more than 60 days not later than six months after the date it is imposed if the credit card issuer receives the required minimum payments on time during that period.

In addition to the limitations on increases in interest rates and certain fees on credit card accounts and on the allocation of cardholder payments, the Credit CARD Act among other requirements and restrictions restricts the ability of credit card issuers to charge certain fees and to change certain terms of credit card accounts. With respect to fees, credit card issuers are prohibited from charging overlimit fees unless the consumer has elected to permit the credit card issuer to complete such transactions and are prohibited from charging fees (other than fees for expedited service) based on the particular manner in which the consumer makes a payment. In addition, credit card issuers are prohibited from charging certain fees in excess of 25% of the lowest credit limit within one year of the account origination. Credit card issuers are also prohibited from charging fees for violating the terms of a credit card account in excess of the dollar amount associated with the violation.

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in 2010 (the Dodd-Frank Act), significantly increases the regulation of consumer financial products and services. It created an independent Consumer Financial Protection Bureau (CFPB) with broad powers to develop consumer protection rules for companies that offer consumer financial products or services. The CFPB may, among other measures, determine that an act or practice in connection with the offering or provision of a consumer financial product or service is unfair, deceptive, or abusive. The CFPB also has broad authorities to investigate financial companies, including service providers, for potential violations of federal consumer financial laws. Citibank is unable to predict what specific measures the CFPB may take in applying its regulatory authorities or what new requirements may be adopted in connection with its consumer financial protection mandates. Therefore, no assurances can be given as to the long-term impact of the creation of the CFPB or the nature and extent of regulations to be promulgated by the CFPB on the activities of the issuance trust, the master trust or Citibank, including on the level of receivables held in the master trust and the servicing of those receivables.

As a result of ongoing changes occurring in the regulatory environment and the actions of the CFPB and other regulatory agencies, the amount of finance charges and other fees collected by Citibank could decrease, the number of additional accounts originated could decrease, and consumers may choose to use credit cards less frequently. Each of these results, independently or collectively, could reduce the effective yield on the credit card receivables in

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the master trust, which could result in an early redemption event and possible early or reduced payments on your notes. This could be exacerbated should additional new laws and regulations—particularly those regulating the credit card industry or consumer bankruptcy cases—be adopted in the future. For example, on March 5, 2024, the CFPB issued a final rule amending Regulation Z relating to late fees, with an effective date of May 14, 2024. The rule is being challenged in litigation and a preliminary injunction has been granted staying the effective date of the rule. It is uncertain whether the preliminary injunction will remain in place or what the ultimate outcome will be of the litigation challenging the rule. For credit card issuers such as Citibank, the rule sets the typical late fee at $8 (including for subsequent violations of the same type) and eliminates the annual inflation adjustments that previously existed for permitted late fees. Prior to issuance of this rule, the permitted late fee was typically $30 (or $41 if a late fee was assessed on the account during the previous six billing cycles), and these amounts were subject to annual adjustment based on changes in the consumer price index. A reduction in late fees will result in lower finance charge collections available to pay interest on the notes and could also adversely impact cardholder payment rates.

Under the Servicemembers Civil Relief Act, as amended, any person in military service on active duty may cap the interest rate at 6% per year on any debt—including consumer credit card debt—incurred by that person before active duty began. This relief remains in effect during the entire period that person is on active duty unless a court finds that person’s ability to pay has not been materially affected by military service. The term “interest” in this context includes service charges, renewal charges fees and related charges (other than insurance) in respect of that debt. In addition, subject to judicial discretion, any action or court proceeding in which a person in military service is involved may be stayed if that person’s rights would be prejudiced by denial of a stay. Currently, a small portion of the credit card accounts designated to the master trust may be affected by the limitations and restrictions of the Servicemembers Civil Relief Act. We do not expect that these accounts will have a material adverse effect on investors in the notes.

In July 2015, the Department of Defense published amendments to the regulations implementing the Military Lending Act of 2006. The Military Lending Act provides protections to persons in military service on active duty and certain of their dependents at the time they originate certain types of consumer credit transactions. The amendments expanded the definition of “consumer credit” to include consumer credit cards. Among other things, the Military Lending Act limits the “military” annual percentage rate in any billing cycle to 36%, prohibits arbitration and prepayment penalties, and requires delivery of special disclosures before provision of consumer credit. The military annual percentage rate cap of 36% includes finance charges under Regulation Z, as well as other charges defined as interest by the Military Lending Act, which includes service charges, renewal charges, credit insurance premiums, and credit-related ancillary products. The final rule became effective on October 1, 2015, and compliance with these regulations was required with respect to consumer credit cards by October 3, 2017. The revised regulation impacted Citibank’s origination practices by imposing additional requirements for credit cards issued to qualifying military borrowers and their dependents. In addition, the Department of Defense has released interpretive question

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and answers about the final rule, which most recently was amended effective February 28, 2020. Future revisions and interpretations may further impact Citibank’s practices.

California adopted the California Consumer Privacy Act of 2018 (CCPA) which provides new data privacy rights for California consumers and new operational requirements for businesses. The CCPA includes a framework for statutory damages and private rights of action against businesses that fail to implement reasonable security procedures and practices to prevent data breaches. All other provisions of the CCPA are enforced by the California Attorney General. The CCPA became effective in January 2020. Final regulations were issued on June 1, 2020 and the Attorney General commenced enforcement of the CCPA beginning on July 1, 2020. On November 3, 2020, voters in California approved Proposition 24 which enacts a new law, the California Privacy Rights Act, providing greater rights to consumers related to the use of their personal information. The new law also creates a new state agency, the California Privacy Protection Agency, to enforce privacy laws in the state. The new law became effective January 1, 2023. On March 2, 2021, Virginia enacted a comprehensive consumer data protection law that became effective on January 1, 2023. Other states have passed or may consider, or the federal government may consider, other and potentially different privacy legislation that could affect Citibank, including its U.S. credit card business.

Citibank makes representations and warranties about its compliance with applicable state and federal laws and regulations, and about the validity and enforceability of the credit card receivables and the accounts. These representations and warranties are made for the benefit of the holders of investor certificates under the master trust, and are not made for your benefit. If the credit card receivables do not comply with applicable state and federal law in all material respects, the issuance trust’s interest in the receivables will be reassigned to Citibank, and you will have no other remedy.

A breach of the representations and warranties relating to the credit card receivables and accounts generally results in the seller’s interest being reduced by the amount of the reassigned receivables. However, a breach of some representations and warranties results in Citibank paying a reassignment price for the receivables generally equal to the aggregate invested amount of all series of investor certificates, including the collateral certificate and the Series 2009 certificate, issued by the master trust, plus accrued and unpaid interest on those certificates. See “The Master Trust—Master Trust Assets.” A breach of these representations and warranties could result in a possible early payment of the notes.

Future legislation and regulation and financial regulatory reforms could have a significant impact on the activities of the issuance trust, the master trust or Citibank

Financial services firms and financial products and services have been subject to regulatory reforms from time to time and no assurance can be given that past or future financial regulatory reforms, or other applicable new or revised laws or regulations, will not have an adverse impact on the activities of the issuance trust, the master trust or Citibank, including on the level of receivables held in the master trust, the servicing of those

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receivables, the structure of Citibank’s credit card securitization program, and the amount of notes issued by the issuance trust in the future. References to “regulatory” refer to both formal regulation and the views and expectations of Citibank’s regulators in their supervisory roles, which, as they change over time, can have a major impact. In particular, the U.S. regulators have indicated that the level of their expectations is increasing and negative examination findings/ratings and enforcements actions are more likely, which can lead to increased regulatory oversight, material business restrictions, increased costs, penalties and fines.

Despite the adoption of final regulations in numerous areas impacting the issuance trust, the master trust and Citibank, over the past several years, including pursuant to the Dodd-Frank Act, ongoing regulatory uncertainties and changes make future impacts of legal and regulatory changes on the issuance trust, the master trust and Citibank difficult to predict or subject to change. Possible or proposed rules can change dramatically upon finalization, or upon implementation, and are subject to interpretive guidance from numerous regulatory bodies, and such guidance can change. Regulatory and legislative changes can significantly increase Citibank’s compliance risks and costs and can adversely affect Citibank’s competitive position, including that of its U.S. credit card business.

Litigation against Citibank or relating to or affecting the credit card industry or credit card securitization structures could adversely affect you

Citibank, including certain of its affiliates, are, from time to time, subject to various legal proceedings arising out of their credit card origination and servicing activities. In addition, Citibank has been named as a defendant in litigation affecting the credit industry in general. For example, MasterCard and VISA, as well as some of their member banks, have been involved in several different lawsuits challenging various practices of MasterCard and VISA, and Citibank has been named as a defendant in some of these lawsuits. See “Legal Proceedings” for a description of pending legal proceedings to which Citibank is a party that could be material to investors in the notes. Citibank cannot assure you that it will not be adversely affected in the future either by lawsuits against Citibank or affecting the credit card industry generally. Citibank cannot predict at this time whether or when any such lawsuits will be instituted or their potential effects on Citibank, its U.S. credit card business, the credit card receivables in the master trust or the notes issued by the issuance trust nor that such effects will not be material.

As an assignee of credit card receivables, the master trust could be subject to the risks of litigation. For example, the United States Court of Appeals for the Second Circuit, in Madden v. Midland Funding, LLC, 786 F.3d 246 (2d Cir. 2015), created uncertainty as to whether non-bank entities purchasing loans originated by a bank may rely on federal preemption of state usury laws, and such decision may create an increased risk of litigation by plaintiffs challenging Citibank’s or the master trust’s ability to collect interest in accordance with the account terms of certain receivables. In Madden, the Second Circuit concluded that a non-bank assignee of a loan originated by a national bank is not entitled to rely on the National Bank Act’s (NBA) preemption of state usury laws. The U.S. Supreme Court denied the petition for certiorari filed by Midland Funding, LLC, and the case was remanded to the district court.

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In 2020, to resolve the uncertainty arising from Madden, the Office of the Comptroller of the Currency (OCC) promulgated a rule, effective August 3, 2020, stating that “[i]nterest on a loan that is permissible under [12 U.S.C. § 85] shall not be affected by the sale, assignment, or other transfer of the loan.” Final Rule on Permissible Interest on Loans that are Sold, Assigned, or Otherwise Transferred, 85 Fed. Reg. 33,530, 33,534 (Jun. 2, 2020) (codified at 12 C.F.R. § 7.4001(e)) (the OCC Valid-When-Made Rule); see also Final Rule on Federal Interest Rate Authority, 85 Fed. Reg. 44146 (Jul. 22, 2020) (codified at 12 C.F.R Part 331) (the FDIC Valid-When-Made Rule). Through this rulemaking, the OCC reaffirmed that the valid-when-made principle applied to the sale or assignment of a loan by a national bank to a non-national bank. OCC Valid-When-Made Rule, 85 Fed. Reg. at 33,531. However, in 2020, California, Illinois and New York filed suit against the OCC and the FDIC to invalidate their respective Valid-When-Made Rules. Complaint, California v. Office of the Comptroller of the Currency, No. 4:20-cv-5200-JSW, Dkt No. 1 (N.D. Cal. July 29, 2020); Complaint, California v. Federal Deposit Insurance Corp., No. 4:20-cv-5860-JSW, Dkt No. 1 (N.D. Cal. Aug. 20, 2020). On cross-motions for summary judgment in both the FDIC and OCC actions, the district court judge hearing both cases rejected the challenges and affirmed the valid-when- made rules as proper exercises of the agencies’ rule-making authority. California et al. v. OCC, No. 4:20-cv-5200-JSW, 2022 WL 885862 (N.D. Cal. Feb. 8, 2022); California et al. v. FDIC, No. 4:20-cv-5860-JSW, 2022 WL 377403 (N.D. Cal. Feb. 8, 2022). No plaintiff filed an appeal of the court’s orders granting summary judgment in favor of the agencies before the expiration of the appeal deadline, and no federal circuit court of appeal has yet weighed the rules’ validity. While these cases were resolved by the district court in favor of the agencies’ rule-making, there is no assurance that (i) the rules will survive future legal challenges or (ii) the rules will be given effect by courts and regulators in a manner that actually mitigates usury and related risks.

Citibank believes that the Madden decision should not limit the ability of Citibank to securitize its credit card receivables or the ability of the master trust to collect interest on the receivables in accordance with their account terms. Citibank believes the facts presented in the Madden case are distinguishable from the sale of receivables by Citibank to the master trust in that Citibank continues to own the credit card accounts giving rise to the receivables, unlike in the Madden case, where, fundamental to the court’s decision, the national bank relinquished all rights and interests in the credit accounts. Madden, 786 F.3d at 252-53 (distinguishing Krispin v. May Department Stores, 218 F.3d 919 (8th Cir. 2000), because “[u]nlike Krispin, neither BoA nor FIA has retained an interest in Madden’s account”). In addition, Citibank continues to service the receivables and the master trust is an affiliate of Citibank. However, there can be no assurances as to the outcome of any related or similar litigation in the future, whether involving Citibank or the master trust or not, or the possible impact of any such litigation on Citibank, the master trust or the issuance trust.

At least two courts have found the OCC Valid-When-Made Rule persuasive and binding. In June 2019, a complaint was filed in the United States District Court for the Western District of New York that sought class action status for plaintiffs against certain defendants affiliated with a national bank that have acted as special purpose entities in securitization transactions sponsored by such bank. Complaint, Peterson v. Chase Card Funding, LLC,

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No. 1:19-cv-741(LJV) (W.D.N.Y. June 6, 2019). The complaint alleged that the defendants’ acquisition, collection and enforcement of such bank’s credit card receivables violated New York’s civil usury law and, that, as in Madden, the defendants, as non-bank entities, are not entitled to the benefit of federal preemption of state usury law. The complaint sought a judgment declaring the receivables unenforceable, monetary damages and other legal and equitable remedies, such as disgorgement of all sums paid in excess of the usury limit. Defendants moved to dismiss. On September 21, 2020, the district court judge granted the defendant’s motion to dismiss and dismissed the case. The court reasoned that New York’s usury laws are expressly preempted by the NBA where the national bank continued to possess an interest in the account and implicitly preempted because enforcing them against defendants would significantly interfere with a national bank’s NBA powers, as articulated in the OCC Valid-When-Made Rule. Peterson, No. 19-cv-741, 2020 WL 5628935, *6-*7 (W.D.N.Y. Sep. 21, 2020) (noting Madden’s “materially different facts” and “defer[ring] to the OCC’s reasoned judgment that enforcing New York’s usury laws against the Chase defendants would significantly interfere with JPMCB’s exercise of its NBA powers”). On October 21, 2020, plaintiffs filed an appeal to the Second Circuit; the appeal was dismissed by agreement of the parties effective November 20, 2020 and the case is now concluded.

Also in June 2019, a complaint was filed in the United States District Court for the Eastern District of New York that sought class action status for plaintiffs against certain defendants affiliated with a national bank that have acted as special purpose entities in securitization transactions sponsored by such bank. Complaint, Cohen v. Capital One Funding, LLC, No. 1:19-cv-3479(KAM)(RLM) (E.D.N.Y. June 12, 2019). The complaint alleged that the defendants’ acquisition, collection and enforcement of such bank’s credit card receivables violated New York’s civil usury law and, that, as in Madden, the defendants, as non-bank entities, are not entitled to the benefit of federal preemption of state usury law. The complaint sought a judgment declaring the receivables unenforceable, monetary damages and other legal and equitable remedies, such as disgorgement of all sums paid in excess of the usury limit. On September 28, 2020, the district court granted defendants’ motion to dismiss and dismissed the case. The court concluded that New York’s usury law was expressly preempted by the NBA because Capital One retained ownership and control of the underlying credit card accounts. Cohen, 489 F. Supp. 3d 33, 53 n.9 (E.D.N.Y. Sep. 28, 2020) (noting that “a national bank must have a continuous relationship with the underlying debt in order for non-bank entities to raise a preemption defense against state law usury claims”). Although the court—having relied on express preemption by the NBA—did not “consider the applicability of the ‘valid when made’ doctrine,” it echoed the Peterson court’s implied-preemption conclusion that “applying state law usury limits to Defendants’ collection of receivables would significantly interfere with Capital One’s NBA powers.” Id. at *49. On October 21, 2020, plaintiffs filed an appeal to the Second Circuit; the appeal was dismissed by agreement of the parties effective December 2, 2020 and the case is now concluded.

In a third case, another federal district court concluded that it was bound by the OCC Valid-When-Made Rule even though it was inclined to rule otherwise, holding that the bank’s rates would apply to a non-bank assignee. Rent-Rite Super Kegs West Ltd. v. World Business Lenders, LLC (In re Rent-Rite Super Kegs West Ltd), No. 1:19-cv-01552-RBJ, 623 B.R. 335,

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340-41 (D. Colo. Aug. 12, 2020) (holding interest on promissory note remains valid on assignment to non-bank “[i]n accordance with this new OCC rule” despite judge being “convinced by” “compelling counterargument to the valid-when-made rule”). The judge remanded the action for consideration of true-lender issues that might exist. Rodriguez (Int) v. World Business Lenders, LLC (In re Rent-Rite Super Kegs West Ltd), No. 18-ap-01099 (Bank. D. Colo. Mar. 25, 2021). On remand, the parties settled and the case was dismissed before trial. Order Granting Unopposed Motion to Dismiss Adversary Proceeding, Rodriguez, No.18-ap-01099 (Bank. D. Colo. Mar. 9, 2022).

Although the Peterson, Cohen, and Rent-Rite cases have all resolved the validity of assigned-loan interest rates favorably for national banks and their non-bank assignees, there can be no assurances as to the outcome of any related or similar litigation in the future against other bank-affiliated special purpose entities participating in securitizations of credit card receivables, including the master trust and the issuance trust, or the bank originators or sponsors such as Citibank. Any such development would subject such participants to significant expense and exposure to loss and could result in such receivables with rates of interest that exceed applicable state usury limits being subject to interest rate reductions or being deemed void or unenforceable and requiring forfeiture of principal and/or interest (paid or to be paid). If this were to occur with respect to Citibank, the master trust or the issuance trust, you may suffer a delay in payment or loss on your notes.

On December 13, 2021, one federal district court, in denying the defendants’ motion to dismiss, concluded that securitization trusts that hold consumer loans and hire third parties to service those loans may be viewed as engaged in offering or providing a consumer financial product or service and are, therefore, subject to the CFPB’s enforcement authority under the Consumer Financial Protection Act (the CFPA). Consumer Financial Protection Bureau v. National Collegiate Master Student Loan Trust (No. 1:17-cv-1323-SB (D. Del. Dec. 12, 2021)). On February 11, 2022, the district court certified its decision for an immediate interlocutory appeal to the United States Court of Appeals for the Third Circuit. On November 14, 2022, the attorneys general of 22 states and the District of Columbia filed an amicus brief supporting the CFPB’s position. The appeal was argued May 17, 2023. On March 19, 2024, the Third Circuit affirmed the district court’s decision, and on August 20, 2024, the trusts filed a petition for a writ of certiorari to the U.S. Supreme Court. The Third Circuit’s ruling raises the prospect of further actions being brought by the CFPB and state attorneys general, who have the independent authority to enforce the Dodd-Frank Act, against securitization trusts. Notably, the district court did not address the extent to which and under what legal theories a passive securitization trust could be held liable for the acts of a third-party servicer.

Certain EEA-regulated and UK-regulated investors are subject to due diligence and risk retention requirements relating to the notes

EU Securitization Rules

Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitization and creating a specific framework for simple, transparent and standardized securitization and amending certain other

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European Union directives and regulations, as amended from time to time, referred to as the “EU securitization regulation”, is directly applicable in member states of the European Union and will be applicable in any non-EU states of the EEA in which it has been implemented. The EU securitization regulation, together with all relevant implementing regulations, all regulatory and/or implementing technical standards or applicable transitional arrangements made pursuant to the EU securitization regulation and, in each case, any relevant guidance and directions published by the European Banking Authority (EBA), the European Securities and Markets Authority and the European Insurance and Occupational Pensions Authority (or, in each case, any predecessor, successor or any other applicable regulatory authority) or by the European Commission, in each case as amended and in effect from time to time, are referred to in this prospectus as the “EU securitization rules.”

Article 5 of the EU securitization regulation places certain conditions on investments in a “securitization” (as defined in the EU securitization regulation) (the “EU due diligence requirements”) by “institutional investors”, defined to include (a) a credit institution or an investment firm as defined in and for purposes of Regulation (EU) No 575/2013, as amended, known as the Capital Requirements Regulation (CRR), (b) an insurance undertaking or a reinsurance undertaking as defined in Directive 2009/138/EC, as amended, known as Solvency II, (c) an alternative investment fund manager as defined in Directive 2011/61/EU that manages and/or markets alternative investment funds in the EU, (d) an undertaking for collective investment in transferable securities (UCITS) management company, as defined in Directive 2009/65/EC, as amended, known as the UCITS Directive, or an internally managed UCITS, which is an investment company that is authorized in accordance with that Directive and has not designated such a management company for its management, and (e) with certain exceptions, an institution for occupational retirement provision falling within the scope of Directive (EU) 2016/2341, or an investment manager or an authorized entity appointed by such an institution for occupational retirement provision as provided in that Directive. Pursuant to Article 14 of the CRR, the EU due diligence requirements also apply to investments by certain consolidated affiliates, wherever established or located, of institutions regulated under the CRR (the consolidated affiliates, together with all institutional investors, are referred to in this section as the “EU affected investors”).

Prior to investing in, or otherwise holding an exposure to, a “securitization position”, as such term is defined in the EU securitization regulation, an EU affected investor, other than the originator, sponsor or original lender, each as defined in the EU securitization regulation, must, among other things:(i) verify that, if established in a third country (i.e., not within the EU or the EEA), the originator, sponsor or original lender retains, on an ongoing basis, a material net economic interest which, in any event shall not be less than 5% determined in accordance with Article 6 of the EU securitization regulation and discloses the risk retention to EU affected investors; (ii) verify that, if established in a third country (i.e., not within the EU or the EEA), the originator, sponsor or securitization special purpose entity (SSPE) has, where applicable, made available the information required by Article 7 of the EU securitization regulation in accordance with the frequency and modalities provided for in that Article; (iii) verify that, where the originator or original lender is established in a third country (i.e., not within the EU or the EEA), the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and

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clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness, and (iv) carry out a due-diligence assessment which enables the EU affected investor to assess the risks involved, considering at least (A) the risk characteristics of the securitization position and the underlying exposures, and (B) all the structural features of the securitization that can materially impact the performance of the securitization position.

While holding a securitization position, an EU affected investor must also (a) establish appropriate written procedures in order to monitor, on an ongoing basis, its compliance with the foregoing requirements and the performance of the securitization position and of the underlying exposures, (b) regularly perform stress tests on the cash flows and collateral values supporting the underlying exposures, (c) ensure internal reporting to its management body to enable adequate management of material risks and (d) be able to demonstrate to its regulatory authorities that it has a comprehensive and thorough understanding of the securitization position and its underlying exposures and has implemented written policies and procedures for managing risks of the securitization position and maintaining records of the foregoing verifications and due diligence and other relevant information.

The EU securitization regulation imposes a direct obligation on the originator, sponsor or original lender of a securitization to retain a material net economic interest in the securitization of not less than 5%, referred to herein as the “EU risk retention requirements”. Certain aspects of the EU risk retention requirements are further specified in Commission Delegated Regulation (EU) 2023/2175, which came into force on November 7, 2023.

The jurisdictional scope of the EU securitization regulation is unclear. Notwithstanding the above, on the date of issuance of the Class  20[·]-[·][·] notes, under the terms and conditions of the underwriting agreement for the Class 20[·]-[·][·] notes, Citibank covenants and agrees to retain a material net economic interest that is not less than 5% of the nominal value of the securitized exposures measured at origination, in a form that is intended to qualify as an originator’s interest as provided in option (b) of Article 6(3) of the EU securitization regulation as in effect on the date of issuance of the Class 20[·]-[·][·] notes (EU retained interest) by holding all or part of the seller’s interest, as further described in “EU-UK Securitization Rules Considerations.” The EU-UK retention holder does not have any obligation to change the quantum or nature of its holding of the EU retained interest due to any future changes in the EU risk retention requirements, the EU due diligence requirements or in the interpretation thereof.

Without limitation to the foregoing, no assurance can be given that the EU securitization regulation or the interpretation or application thereof will not change, and if any such change is implemented, as to whether and to what extent the transactions described herein will be affected by such changes or any other changes in law or regulation relating to the EU securitization regulation generally or the EU risk retention requirements in particular.

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UK Securitization Rules

The UK left the EU as of January 31, 2020 and the transition period (EU-exit transition period) referred to in the withdrawal agreement between the UK and the EU ended on December 31, 2020. The Securitisation Regulations 2024 (as amended, the “SR 2024”), together with (i) the securitisation sourcebook of the handbook of rules and guidance (SECN) adopted by the Financial Conduct Authority (FCA) of the UK, (ii) the Securitisation Part of the rulebook of published policy (PRASR) of the Prudential Regulation Authority of the Bank of England (PRA) and (iii) relevant provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”), set out the framework for the regulation of securitization in the UK (collectively, the “UK securitization framework” and, together with any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK securitization framework, in each case, as may be further amended, supplemented or replaced, from time to time, are referred to in this prospectus as the “UK securitization rules”, and together with the EU securitization rules, the “EU-UK securitization rules”). The UK securitization framework came into force on November 1, 2024, and replaces the version of the EU securitization regulation which had been assimilated into UK law following the UK’s departure from the European Union.

Regulations 32B to 32D (inclusive) of the SR 2024, SECN 4 and Article 5 of Chapter 2 of the PRASR, as applicable, place certain conditions on investments in a “securitization” as such term is defined in the UK securitization framework (the “UK due diligence requirements” and, together with the EU due diligence requirements, the “EU-UK due diligence requirements” and references in this prospectus to “the applicable due diligence requirements” shall mean such due diligence requirements to which a particular EU affected investor or UK affected investor is subject) by an “institutional investor”, defined to include (a) an insurance undertaking as defined in section 417(1) of the FSMA; (b) a reinsurance undertaking as defined in section 417(1) of the FSMA; (c) the trustees or managers of an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 that has its main administration in the UK, or a fund manager of such a scheme appointed under section 34(2) of the Pensions Act 1995 that, in respect of activity undertaken pursuant to that appointment, is authorized for the purposes of section 31 of the FSMA; (d) an AIFM as defined in regulation 4(1) of the Alternative Investment Fund Managers Regulation 2013 (the “AIFM regulations”) that has permission under the FSMA for managing an AIF (as defined in the AIFM regulations) and which markets or manages AIFs (as defined in regulation 3 of those regulations) in the UK, or a small registered UK AIFM, as defined in the AIFM regulations; (e) a management company as defined in section 237(2) of the FSMA; (f) a UCITS as defined by section 236A of the FSMA, which is an authorized open ended investment company as defined in section 237(3) of the FSMA; (g) a CRR firm as defined by Article 4(1)(2A) of the EU CRR as it forms part of UK law by virtue of the EUWA (the “UK CRR”); and (h) an FCA investment firm as defined by Article 4(1)(2AB) of the UK CRR. The UK due diligence requirements may also apply to investments by certain consolidated affiliates, wherever established or located (such affiliates, together with all such institutional investors, “UK affected investors”).

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Prior to investing in or otherwise holding an exposure to a “securitization position”, as defined in the UK securitization framework, a UK affected investor, other than the originator, sponsor or original lender, each as defined in the UK securitization framework, must, among other things: (i) verify that, if established in a third country (i.e., not the UK), the originator, sponsor or original lender retains on an ongoing basis a material net economic interest which, in any event, shall not be less than 5%, determined in accordance with SECN 5 or Article 6 of Chapter 2 of the PRASR (as applicable), and discloses the risk retention to UK affected investors; (ii) verify that if established in a third country, the originator, sponsor or the SSPE has made available sufficient information to enable the institutional investor to independently assess the risks of holding the securitization position, including the information specified in SECN 4.2.1R(1)(e) and Article 5(1)(e) of Chapter 2 of the PRASR (as applicable), and has committed to make further information available on an ongoing basis, as appropriate; (iii) verify that, where the originator or original lender is established in a third country, the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness; and (iv) carry out a due-diligence assessment which enables the UK affected investor to assess the risks involved, considering at least (A) the risk characteristics of the securitization position and the underlying exposures, and (B) all the structural features of the securitization that can materially impact the performance of the securitization position.

While holding a securitization position, a UK affected investor must also (a) establish appropriate written procedures in order to monitor, on an ongoing basis, its compliance with the foregoing requirements and the performance of the securitization position and of the underlying exposures, (b) regularly perform stress tests on the cash flows and collateral values supporting the underlying exposures, (c) ensure internal reporting to its management body to enable adequate management of material risks and (d) be able to demonstrate to its regulatory authorities that it has a comprehensive and thorough understanding of the securitization position and its underlying exposures and has implemented written policies and procedures for managing risks of the securitization position and maintaining records of the foregoing verifications and due diligence and other relevant information.

The UK securitization framework imposes a direct obligation on the originator, sponsor or original lender of a securitization established in the UK to retain a material net economic interest in the securitization of not less than 5% (the “UK risk retention requirements” and together with the EU risk retention requirements, the “EU-UK risk retention requirements”). The UK retention requirements do not apply to an originator, sponsor or original lender established outside the UK.

Notwithstanding the above, on the date of issuance of the Class  20[·]-[·][·] notes, under the terms and conditions of the underwriting agreement for the Class 20[·]-[·][·] notes, the bank covenants and agrees retain a material net economic interest that is not less than 5% of the nominal value of the securitized exposures (measured at origination), in a form that is

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intended to qualify as an originator’s interest as provided in paragraph (1)(b) of SECN 5.2.8R and Article 6(3)(b) of Chapter 2 of the PRASR (as in effect on the date of issuance of the Class  20[·]-[·][·] notes) (the “UK retained interest” and with the EU retained interest, the “EU-UK retained interest”), by holding all or part of the seller’s interest, as further described in “EU-UK Securitization Rules Considerations.” The EU-UK retention holder does not have any obligation to change the quantum or nature of its holding of the UK retained interest due to any future changes in the UK risk retention requirements, the UK due diligence requirements or in the interpretation thereof.

UK affected investors should be aware that the FCA and the PRA have announced that they expect to consult on further changes to the UK securitization framework in the first quarter of 2025. Therefore, some divergence between the EU and UK regimes exists already, and it is likely that there will be in further regulatory divergence between the EU and UK in the future, although the extent to which the substance of the existing UK rules will change remains unclear.

Without limitation to the foregoing, no assurance can be given that the UK securitization framework or the interpretation or application thereof will not change, and if any such change is implemented, as to whether and to what extent the transactions described herein will be affected by such changes or any other changes in law or regulation relating to the UK securitization framework generally or the UK risk retention requirements in particular.

EU-UK Securitization Rules—Investor Compliance Considerations

The requirement of EU affected investors to verify compliance with the transparency requirements in Article 7 of the EU securitization regulation was previously unclear with respect to securitizations issued by entities based in “third-countries” (i.e., countries outside the EU). However, in a report published on October 10, 2022, the European Commission provided interpretative guidance specifying that the EU securitization regulation should be read as making no distinction with respect to the requirement to verify compliance with Article 7 of the EU securitization regulation “whether the securitisation is issued by EU entities or by entities based in third-countries.” Such compliance would include the requirement to use prescribed reporting templates for investor reports required under Article 7, as well as disclosure of certain events with respect to the transaction described in this prospectus.

The transaction described in this prospectus is not being structured to ensure compliance by any person with the transparency requirements in Article 7 of the EU securitization regulation, SECN 6 or Article 6 of Chapter 2 of the PRASR, as applicable, referred to as the “EU-UK transparency requirements” in this prospectus. In particular, neither Citibank nor any other party will be required to produce any information or disclosure for purposes of the EU-UK transparency requirements, or to take any other action in accordance with, or in a manner contemplated by, such requirements. Consequently, the Class 20[·]-[·][·] notes may not be a suitable investment for EU affected investors.

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Except as described herein, neither Citibank nor any other party to the transaction described in this prospectus intends to take or refrain from taking any action with regard to such transaction in a manner prescribed or contemplated by the EU-UK securitization rules, or to take any action for purposes of, or in connection with, facilitating or enabling the compliance by any investor with the EU-UK due diligence requirements.

If, at any time, any Class 20[·]-[·][·] noteholder or potential Class  20[·]-[·][·] noteholder requires any action to be taken for purposes of its compliance with the EU-UK securitization rules, no party to the transaction described in this prospectus will be obligated to take any such action, except to the extent that it is otherwise obligated to do so, as described in this prospectus. No such party gives any assurance as to any person’s ability to comply, at any time, with any requirement of the EU-UK securitization rules, or shall have any liability to any person in respect of any non-compliance, or inability to comply, with any requirement of the EU-UK securitization regulations. Prospective investors in the Class 20[·]-[·][·] notes are responsible for analyzing their own legal and regulatory position and are encouraged, where relevant, to consult with their own advisors regarding the EU-UK securitization rules, and any changes that may be made thereto.

The jurisdictional scope of the EU-UK transparency requirements is unclear and there continue to be ongoing discussions among market participants in relation to the interpretation of the jurisdictional scope of the EU-UK transparency requirements, their applicability to third country originators, sponsors and SSPEs, such as Citibank, the master trust and the issuance trust, and the extent to which an EU affected investor or a UK affected investor is required to verify compliance with the applicable transparency requirements in cases where the originator, the original lender or the sponsor is established in a third country.

It remains unclear what will be required for EU affected investors or UK affected investors to demonstrate compliance with the applicable due diligence requirements. Each prospective investor in the Class 20[·]-[·][·] notes that is an EU affected investor or a UK affected investor is required to independently assess and determine whether the undertaking by Citibank as EU-UK retention holder to retain the EU-UK retained interest as described above and in this prospectus generally, the other information in this prospectus and the information to be provided in any reports provided to investors in relation to this transaction and otherwise is sufficient to comply with the applicable due diligence requirements or any corresponding national measures which may be relevant. None of Citibank, the master trust, the issuance trust, the master trust trustee, the issuance trust trustee, the indenture trustee, the paying agent, the note registrar, any of the underwriters, or any of their respective affiliates or any other person makes any representation, warranty or guarantee that any such information is sufficient for such purposes or any other purpose or that the structure of the Class 20[·]-[·][·] notes, Citibank as EU-UK retention holder (including its holding of the EU-UK retained interest) and the transactions described herein are compliant with the EU securitization rules or the UK securitization rules or any other applicable legal or regulatory or other requirements and no such person shall have any liability to any prospective investor or any other person with respect to the insufficiency of such information or any failure of the transaction or structure contemplated hereby to comply with or otherwise satisfy such requirements, any

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subsequent change in law, rule or regulation or any other applicable legal, regulatory or other requirements or any failure by any investor that is an EU affected investor or a UK affected investor to satisfy the applicable due diligence requirements.

Failure by an EU affected investor or a UK affected investor to comply with the applicable due diligence requirements with respect to an investment in the Class 20[·]-[·][·] notes offered by this prospectus may result in the imposition of a penalty regulatory capital charge on that investment or of other regulatory sanctions by the competent authority of such EU affected investor or UK affected investor. The EU securitization regulation and the UK securitization framework and any other changes to the regulation or regulatory treatment of the Class 20[·]-[·][·] notes for some or all investors may negatively impact the regulatory position of EU affected investors or UK affected investors and have an adverse impact on the value and liquidity of the Class 20[·]-[·][·] notes offered by this prospectus in the secondary market. Prospective investors should analyze their own regulatory position, and should consult with their own investment and legal advisors regarding application of, and compliance with, the applicable due diligence requirements or other applicable regulations and the suitability of the Class  20[·]-[·][·] notes for investment.

For a description of the undertakings by the EU-UK retention holder, see “EU-UK Securitization Rules Considerations.”

Changes in federal tax legislation could adversely affect the business, financial condition and results of operations of the issuance trust, the master trust or Citibank or their affiliates

Congress periodically considers various legislative proposals for tax reform that could result in significant changes to the federal tax rules. It is possible that one or more proposals currently being considered or future tax reform proposals could be enacted that would have an adverse impact on the business, financial condition and results of operations of the issuance trust, the master trust or Citibank or their affiliates, or an adverse impact on you as a Class 20[·]-[·][·] noteholder. The timing and details of any tax reform legislation, as well as the impact it may have on the issuance trust, the master trust or Citibank or their affiliates, or on you as a Class 20[·]-[·][·] noteholder, remain unclear. You should consult your tax advisors regarding the possible effects of these proposals on your notes.

TRANSACTION STRUCTURE RISKS

Only some of the assets of the issuance trust are available for payments on any class of notes

The sole source of payment of principal of or interest on a class of notes is provided by:

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As a result, you must rely only on the particular allocated assets as security for your class of notes for repayment of the principal of and interest on your notes. You will not have recourse to any other assets of the issuance trust or any other person for payment of your notes. See “Sources of Funds to Pay the Notes.”

A further restriction applies if a class of notes directs the master trust to sell credit card receivables following an event of default and acceleration, or on the applicable legal maturity date, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables.” In that case, that class of notes has recourse only to the proceeds of that sale and investment earnings on those proceeds.

[To be included for issuances of Class A or Class B Notes] Class A and Class B notes of the Citiseries can lose their subordination protection under some circumstances

Class B notes and Class C notes of the Citiseries may have expected principal payment dates and legal maturity dates earlier than some or all of the notes of the senior classes of the Citiseries.

If notes of a subordinated class of the Citiseries reach their expected principal payment date at a time when they are needed to provide subordination protection to the senior classes of the Citiseries, and the issuance trust is unable to issue additional notes of that subordinated class, prefunding of the senior classes of the Citiseries will begin. The principal funding subaccounts for the senior classes will be prefunded with monthly collections of principal receivables in the master trust allocable to the Citiseries in an amount necessary to maintain the required subordination protection for the senior classes, if available. See “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account.”

There will be a two-year period between the expected principal payment date and the legal maturity date of the subordinated notes to prefund the principal funding subaccounts for the senior classes of the Citiseries. The subordinated notes will be paid on their legal maturity date, to the extent that funds are available from the applicable Class C reserve subaccount or from proceeds of the sale of receivables or otherwise, whether or not the senior classes of notes of the Citiseries have been fully prefunded.

If the rate of repayment of principal receivables in the master trust were to decline to less than an average of 4-1/2% per month during this two-year prefunding period, then the principal funding subaccounts for the senior classes of notes may not be fully prefunded before the legal maturity date of the subordinated notes. In that event and only to the extent not fully prefunded, the senior classes of the Citiseries would lose their subordination protection on the legal maturity date of those subordinated notes, unless additional subordinated notes of that class were issued or a sufficient amount of senior notes of the Citiseries have matured so that the remaining outstanding subordinated notes provide the necessary subordination protection.

Since January 2000 the monthly rate of repayment of principal receivables in the master trust has ranged from a low of 15% to a high of more than 39%. Principal payment rates may

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change due to a variety of factors including economic, social and legal factors, changes in the terms of credit card accounts designated to the master trust or the addition of credit card accounts with different characteristics to the master trust (see the Risk Factors related to payment patterns and addition of accounts above). There can be no assurance that the rate of principal repayment will remain in this range in the future.

Monthly reports concerning the performance of the credit card receivables in the master trust will be filed with the Securities and Exchange Commission. The monthly rate of repayment of principal receivables will be included in these publicly available reports.

[To be included for issuances of Class B or Class C Notes] [Class B notes and Class C notes bear losses before Class A notes

Class B notes of the Citiseries are subordinated in right of payment of principal to Class A notes of the Citiseries, and Class C notes of the Citiseries are subordinated in right of payment of principal to Class A notes and Class B notes of the Citiseries. In general, interest payments on a class of notes are not subordinated in right of payment to interest payments on any other class of notes.

Principal collections that are allocable to subordinated classes of notes may be reallocated to pay interest on senior classes of notes of the Citiseries. In addition, losses on charged-off receivables in the master trust are allocated first to the subordinated classes of the Citiseries. See “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes—Nominal Liquidation Amount” and “Deposit and Application of Funds—Allocation of Principal Collections to Accounts.” If these reallocations and losses are not reimbursed from Excess Finance Charge Collections, the full stated principal amount of the subordinated classes of notes may not be repaid.

If there is a sale of the credit card receivables owned by the master trust due to a sale or repurchase of the interest represented by the collateral certificate after a default by the servicer of the master trust, the net proceeds of the sale allocable to principal payments with respect to the collateral certificate will generally be used first to pay amounts due to Class A noteholders, next to pay amounts due to Class B noteholders, and lastly, for amounts due to Class C noteholders of the Citiseries. This could cause a loss to Class C noteholders, if the amount available to them plus the amount, if any, available under their credit enhancement—the applicable Class C reserve account—is not enough to pay the Class C notes in full. It could also cause a loss to Class B noteholders if the amount available to them plus the amount, if any, available under their credit enhancement—the applicable Class C notes—is not enough to pay the Class B notes in full.]

[To be included for issuances of Class B or Class C Notes][Payment of Class B notes and Class C notes may be delayed due to the subordination provisions

For the Citiseries, subordinated notes generally, except as noted in the following paragraph, will be paid only to the extent that they are not necessary to provide the required subordinated amount to senior classes of notes of the Citiseries. In addition, if a senior class of

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notes has reached its expected principal payment date, or has had an early redemption event, event of default or other optional or mandatory redemption, any principal collections allocable to a subordinated class of notes or funds on deposit in the principal funding account for a subordinated class of notes of the Citiseries—other than proceeds of sales of credit card receivables or funds from the Class C reserve account—will be reallocated to the senior class. See “The Notes—Subordination of Principal”

If you have subordinated notes of the Citiseries that reach their expected principal payment date, or that have an early redemption event, event of default or other optional or mandatory redemption, and your notes cannot be paid because of the subordination provisions of the indenture, prefunding of the principal funding subaccounts for the senior notes of the Citiseries will begin, as described in “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account.” After that time, your notes will be paid only if, and to the extent that:

This may result in a delay or loss of principal payments to holders of subordinated notes. See “Deposit and Application of Funds—Limit on Repayments of Subordinated Classes of the Citiseries” and “—Targeted Deposits of Principal Collections to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes.”

Reductions in the nominal liquidation amount could reduce payment of principal on the notes

You may not receive full repayment of your notes if the nominal liquidation amount of your notes has been reduced by charge-offs of principal receivables in the master trust or as the result of reallocations of principal collections to pay interest on senior classes of notes, and those amounts have not been reimbursed from Excess Finance Charge Collections. See “Deposit and Application of Funds—Final Payment of the Notes.” For a discussion of nominal liquidation amount, see “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes.”

Allocations of charged-off receivables in the master trust could reduce payments on the notes

Citibank, as servicer of the master trust, will charge off the receivables arising in the accounts in the master trust portfolio if the receivables become uncollectible or are otherwise

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more than 179 days delinquent. The collateral certificate will be allocated a portion of these charged-off receivables. If the amount of charged-off receivables allocated to the collateral certificate exceeds the amount of funds available for reimbursement of those charge-offs, the issuance trust, as the holder of the collateral certificate, may not receive a sufficient amount under the collateral certificate to pay the full stated principal amount of your notes. See “The Master Trust Receivables and Accounts—Loss and Delinquency Experience” in Annex I to this prospectus, “Sources of Funds to Pay the Notes—The Collateral Certificate,” “Deposit and Application of Funds—Allocation of Principal Collections to Accounts,” “—Targeted Deposits of Principal Collections to the Principal Funding Account,” “—Reallocation of Funds on Deposit in the Principal Funding Subaccounts” and “—Final Payment of the Notes.”

The rate of charge-offs in the accounts designated to the master trust are subject to a variety of factors which may cause the future rate of charge-offs to differ from current and historical results. These factors include overall conditions in the economy and financial markets, unemployment rates, real estate values and mortgage foreclosure rates. For example, the financial crisis that began in 2007 and the ensuing economic recession and high unemployment and mortgage foreclosure rates resulted in significant increases in net losses in the accounts designated to the master trust. Future weakness in economic conditions could result in increases in net losses in future periods, and such increases could be material.

Issuance of additional notes or master trust investor certificates may affect the timing and amount of payments to you

The issuance trust expects to issue notes from time to time, and the master trust may issue new investor certificates from time to time. New notes and master trust investor certificates may be issued without notice to existing noteholders, and without their consent, and may have different terms from outstanding notes and investor certificates. For a description of the conditions that must be met before the master trust can issue new investor certificates or the issuance trust can issue new notes, see “The Master Trust—Master Trust Issuances; Seller’s Interest” and “The Notes—Issuances of New Series, Classes and Subclasses of Notes.”

The issuance of new notes or master trust investor certificates could adversely affect the timing and amount of payments on outstanding notes. For example, if notes issued after your notes have a higher interest rate than your notes, the result could be that there is a smaller amount of finance charge collections available to pay interest on your notes because finance charge collections are allocated among the classes of notes based on the interest accrued on those classes. Also, when new notes or investor certificates are issued, the voting rights of your notes may be diluted. See “Risk Factors—You may have limited control of actions under the indenture and the pooling and servicing agreement.”

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The objective of the asset representations review process is to independently identify non-compliance with a representation or warranty concerning the receivables but no assurance can be given as to its effectiveness

FTI Consulting, Inc. will act as the asset representations reviewer under the asset representations review agreement. As more particularly described under “Requirements for Securities and Exchange Commission Shelf Registration—Asset Representations Review,” once both the delinquency trigger and the voting trigger have been met, the asset representations reviewer will conduct a review of receivables in the master trust portfolio that are 60 or more days delinquent, including the related credit card accounts, for compliance with certain representations and warranties concerning those receivables made in the pooling and servicing agreement. The objective of the review process, including the final determination by the asset representations reviewer, is to independently identify non-compliance with a representation or warranty concerning the receivables. Citibank will investigate any findings of non-compliance contained in the asset representations reviewer’s final report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of any transaction document. If Citibank determines that a breach has occurred, it will provide notice to the servicer and the master trust trustee. See “The Master Trust––Master Trust Assets” for a discussion of the obligations of Citibank and the rights of the master trust trustee and certificateholders, if Citibank breaches certain representations and warranties concerning the receivables made in the pooling and servicing agreement.

None of the accounts or receivables comprising the master trust portfolio have been subject to the asset representations review process, and no assurance can be given that the asset representations review process will achieve the intended result of identifying non-compliance with representations and warranties concerning the receivables. A determination by the asset representations reviewer represents the analysis and the opinion of the reviewer based on the testing related to the performance of its review, and there can be no assurance that any asset representations review will identify all inaccurate representations and warranties concerning the subject receivables. As a result, there can be no assurance that the asset representations review will provide Citibank or the master trust trustee with an effective tool to identify a breach of any contractual provision. Neither investors nor the master trust trustee will be able to change the scope of the testing procedures or any review using the testing procedures, or to contest any finding or determination by the asset representations reviewer.

The asset representations review agreement provides that, in connection with any review, Citibank will grant the asset representations reviewer access to copies of documentation related to the performance of its review of the accounts and receivables. The asset representations reviewer will conduct its review based on the information in the review materials provided to it and other generally available information. Therefore, the asset representations reviewer’s ability to determine if a receivable has failed to comply with a representation or warranty will depend on whether the review materials for that receivable provide a sufficient basis for that conclusion.

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Finally, even if none of the representations and warranties concerning the receivables are breached, the receivables may still suffer from delinquencies and charge-offs, and the notes may incur losses or have reduced market values.

You may have limited control of actions under the indenture and the pooling and servicing agreement

Under the indenture, some actions require the vote of noteholders holding a specified percentage of the aggregate outstanding dollar principal amount of notes of a series, class or subclass or all the notes. These actions include accelerating the payment of principal of the notes or consenting to amendments relating to the collateral certificate. [In the case of votes by series or votes by holders of all of the notes, the Class A outstanding dollar principal amount will generally be substantially greater than the Class B or Class C outstanding dollar principal amounts. Consequently, the Class A noteholders will generally have the ability to determine whether and what actions should be taken. The Class B and Class C noteholders will generally need the concurrence of the Class A noteholders to cause actions to be taken.]

The collateral certificate is an investor certificate under the pooling and servicing agreement, and noteholders have indirect voting rights under the pooling and servicing agreement. See “Meetings, Voting and Amendments.” Under the pooling and servicing agreement, some actions require the vote of a specified percentage of the aggregate principal amount of all of the investor certificates. These actions include causing the early amortization of the investor certificates or consenting to amendments to the pooling and servicing agreement. While the collateral certificate and the Series 2009 certificate are the only issued and outstanding series of investor certificates at this time, other series of investor certificates may be issued in the future without the consent of any noteholders. In that case, noteholders may need the concurrence of the holders of the other investor certificates to cause actions to be taken. If new series of investor certificates are issued, the holders of the new investor certificates may have the ability to determine generally whether and how actions are taken regarding the master trust. As a result, the noteholders, in exercising their voting powers under the collateral certificate, may need the concurrence of the holders of the other investor certificates to cause actions to be taken.

Your remedies upon default may be limited

Your remedies may be limited if an event of default under your class of notes occurs. After an event of default affecting your class of notes, any funds in the principal funding subaccount and the interest funding subaccount with respect to that class of notes will be applied to pay principal of and interest on those notes or reallocated or retained for the benefit of senior classes of notes. Then, in each following month, principal collections and finance charge collections allocated to those notes will either be deposited into the applicable principal funding subaccount or interest funding subaccount, and applied to make monthly principal and interest payments on those notes or reallocated or retained for the benefit of senior classes of notes until the earlier of the date those notes are no longer necessary to provide subordination protection for senior classes of notes or until the legal maturity date of those notes.

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Any funds in the applicable principal funding subaccount that are not reallocated to other classes of the Citiseries[,][and] any funds in the applicable interest funding subaccount[, and in the case of Class C notes, any funds in the applicable Class C reserve account,] will be available to pay principal of and interest on that class of notes. [However, if your notes are Class B notes or Class C notes, you generally will receive full payment of principal of those notes only if and to the extent that, after giving effect to that payment, the required subordinated amount will be maintained for the senior classes of notes in the Citiseries. See “Risk Factors—Payment of Class B notes and Class C notes may be delayed due to the subordination provisions.”]

Following an event of default and acceleration, and on the applicable legal maturity date, holders of notes will have the ability to direct a sale of credit card receivables—or a sale of interests in credit card receivables—held by the master trust only under the limited circumstances as described in “Covenants, Events of Default and Early Redemption Events—Events of Default” and “Deposit and Application of Funds—Sale of Credit Card Receivables.” Even if a sale of receivables is permitted, we can give no assurance that the proceeds of the sale will be enough to pay unpaid principal of and interest on the accelerated notes.

Payments on your notes may be delayed, reduced or otherwise adversely affected if the servicer fails to perform its servicing obligations

As servicer, Citibank is responsible for collecting and depositing all funds received on the receivables in the master trust and for reporting the amounts of such funds received. The failure by the servicer to deposit these funds on a timely basis could result in insufficient cash being available to cover amounts payable on your notes when such amounts are due. In addition, the failure by the servicer to report accurately the amount or character of funds received could result in incorrect amounts being paid on your notes.

If the servicer’s failure to perform its obligations results in a servicer default, as discussed under “The Master Trust—The Servicer—Resignation and Removal of the Servicer,” the master trust trustee could terminate Citibank as servicer and appoint a successor servicer. A transfer of servicing obligations to a successor servicer could have a disruptive effect on the collection and deposit of funds received on the master trust receivables, resulting in delays or shortfalls in payments due on your notes. If a successor servicer has not been appointed or has not accepted its appointment at the time when the servicer ceases to act as servicer, the master trust trustee will automatically be appointed the successor servicer.

[FLOATING RATE NOTE RELATED RISKS] [This heading and related risk factors are only to be included for an issuance of SOFR-based floating rate notes.]

[Compounded SOFR is a daily compounded rate that is relatively new in the marketplace, may not gain market acceptance, and the return on, value of and market for the notes could be adversely affected

The Class  20[·]-[·][·] notes are linked to the Secured Overnight Financing Rate (SOFR).

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The interest rate on such notes will be based on a formula used to calculate a daily compounded SOFR rate which is relatively new in the market. This interest rate for the Class  20[·]-[·][·] notes will not be SOFR published on or in respect of a particular date during such interest or observation period or an average of SOFR during such period. Accordingly, the interest rate on SOFR-linked notes will differ from the interest rate on other investments linked to SOFR that use an alternative basis to determine the applicable interest rate.

Limited market precedent exists for securities that use SOFR as the interest rate, and the method for calculating an interest rate based upon SOFR in those precedents varies. Accordingly, the specific formula for Compounded SOFR used for determining the interest due on Class 20[·]-[·][·] notes may not be widely adopted by other market participants, if at all. If the market adopts a calculation method that differs from that for the Class 20[·]-[·][·] notes, the return on, value of and market for such floating rate notes could be adversely affected.

Further, SOFR in general may fail to gain market acceptance. SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to the London interbank offered rate for U.S. dollar obligations (U.S. dollar LIBOR) in part because it is considered to be a good representation of general funding conditions in the overnight U.S. Treasury repo market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR to be a suitable substitute or successor for all of the purposes for which U.S. dollar LIBOR historically had been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen its market acceptance. Any failure of SOFR to gain market acceptance could adversely affect the return on, value of and market for the Class  20[·]-[·][·] notes.

Any market for SOFR-linked notes may be illiquid or unpredictable

The Class 20[·]-[·][·] notes are SOFR-linked notes and will likely have no established trading market when issued, and an established trading market for the Class 20[·]-[·][·] notes may never develop or may not be very liquid. Market terms for securities that are linked to SOFR such as the Class 20[·]-[·][·] notes may evolve over time, and as a result, trading prices of the Class 20[·]-[·][·] notes may be lower than those of later-issued securities that are linked to SOFR. Similarly, if SOFR does not prove to be widely used in securities that are similar or comparable to the Class  20[·]-[·][·] notes, the trading price of the Class 20[·]-[·][·] notes may be lower than those of securities that are linked to rates that are more widely used. You may not be able to sell your notes at all or may not be able to sell your notes at prices that will provide you with a yield comparable to similar investments that have a developed secondary market, and consequently, you may suffer from increased pricing volatility and market risk.

The manner of adoption or application of reference rates based on SOFR in the asset-backed securities market may differ materially compared with the application and adoption of

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SOFR in other markets, such as the market for unsecured debt or the derivatives and loan markets. You should carefully consider how any potential inconsistencies between the adoption of reference rates based on SOFR across these markets may impact any hedging or other financial arrangements which you may put in place in connection with any acquisition, holding or disposal of the Class 20[·]-[·][·] notes.

You should not rely on indicative or historical data concerning SOFR

The Federal Reserve Bank of New York (NY Federal Reserve) started publishing SOFR in April 2018 and has also started publishing historical indicative SOFR dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. In connection with the Class  20[·]-[·][·] notes which are linked to SOFR, you should not rely on such historical indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR over time may bear little or no relation to the historical actual or historical indicative data. In addition, the return on and value of the Class  20[·]-[·][·] notes may fluctuate more than floating rate securities that are linked to less volatile rates.

Changes in SOFR could adversely affect interest payments on or the value of the notes

Because SOFR is published by the NY Federal Reserve based on data received from other sources, Citibank has no control over its determination, calculation or publication. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Class 20[·]-[·][·] notes which are linked to SOFR. If the manner in which SOFR is calculated is changed, that change may result in a reduction in the amount of interest that accrues on the Class  20[·]-[·][·] notes, which may adversely affect the trading prices of the notes. In addition, the interest rate on the notes for any day will not be adjusted for any modification or amendment to SOFR for that day that NY Federal Reserve may publish if the interest rate for that day has already been determined prior to such publication. Further, if the interest rate on the Class 20[·]-[·][·] notes for any interest period declines to zero or becomes negative, no interest will accrue on the SOFR-linked notes with respect to that interest period.

Negative SOFR will reduce the rate of interest payable on the notes.

If the SOFR rate for a particular day during an observation or interest period is negative, the amount of interest attributable to that day may be less than zero. Therefore, fluctuations in SOFR will affect the rate at which the Class 20[·]-[·][·] notes accrue interest and the level of interest payments on the Class 20[·]-[·][·] notes for the applicable interest period. However, in no event will the interest payable on the Class 20[·]-[·][·] notes for any interest period be less than zero.

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The total amount of interest payable with respect to each interest period for the notes will not be known until near the end of the interest period

Due to the calculation methodology used to determine Compounded SOFR, the total amount of interest payable with respect to each interest period for the Class 20[·]-[·][·] notes will not be known until near the end of such interest period. As a result you will not know the total amount of interest payable with respect to each such interest period until shortly before the related interest payment date and it may be difficult for you to reliably estimate the amount of interest that will be payable on each such interest payment date.

SOFR could be discontinued or reformed and any Benchmark Replacement may not be the economic equivalent of Compounded SOFR which may adversely affect the value of and return on the notes

Under the benchmark transition provisions of the Class  20[·]-[·][·] notes, if Citibank (or its affiliate) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then the interest rate on the Class 20[·]-[·][·] notes will be determined using the next available Benchmark Replacement (which may include a related Benchmark Replacement Adjustment) as described in “The Class 20[·]-[·][·] Notes—Summary of Terms—Interest”. However, there is no assurance that the characteristics of the Benchmark Replacement will be similar to SOFR or the then-current Benchmark that it is replacing and the Benchmark Replacement may not be the economic equivalent of Compounded SOFR or the then-current Benchmark that it is replacing. Further, the ISDA Fallback Rate, which is another Benchmark Replacement, may change over time.

In addition, (i) any failure of the Benchmark Replacement to gain market acceptance could adversely affect the floating rate notes, (ii) the Benchmark Replacement may have a very limited history and the future performance of the Benchmark Replacement may not be predicted based on historical performance, (iii) the secondary trading market for floating rate notes based on the Benchmark Replacement may be limited and (iv) the administrator of the Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement and has no obligation to consider your interests in doing so.

The foregoing may have an adverse effect on the value of such notes, and may cause adverse U.S. federal income tax consequences for holders of such notes.

Implementation of Benchmark Replacement Conforming Changes could adversely affect the amount of interest payable on the notes

Under the benchmark transition provisions of the Class 20[·]-[·][·] notes described in “The Class 20[·]-[·][·] Notes—Summary of Terms—Interest”, if a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected or formulated by (i) the Relevant Governmental Body (such as the Alternative Reference Rates Committee), (ii) ISDA or (iii) in

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certain circumstances, Citibank (or its affiliate). In addition, the benchmark transition provisions expressly authorize Citibank (or its affiliate) to make certain changes, which are defined as “Benchmark Replacement Conforming Changes”, with respect to, among other things, the determination of interest periods, observation periods and interest reset dates, and the timing and frequency of determining rates and making payments of interest. The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the amount of interest payable on the Class  20[·]-[·][·] notes, which could adversely affect the return on, value of and market for such notes.

Citibank (or its affiliate) will have authority to make determinations, decisions and elections that could affect the return on, value of and market for the notes

As described in “The Class 20[·]-[·][·] Notes—Summary of Terms—Interest”, Citibank (or its affiliate) will be authorized to make certain determinations, decisions and elections with respect to the interest rate on notes. Citibank (or its affiliate) will make any such determination, decision or election in its sole discretion, and any such determination, decision or election that is made could affect the amount of interest payable on the notes. For example, if Citibank (or its affiliate) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, then Citibank (or its affiliate) will determine, among other things, the Benchmark Replacement, Benchmark Replacement Adjustment and Benchmark Replacement Conforming Changes. Any exercise of discretion by Citibank (or its affiliates) under the terms of the Class 20[·]-[·][·] notes could present a conflict of interest. The interests of Citibank (or its affiliate) in making the determinations described above may be adverse to your interests as a holder of the Class 20[·]-[·][·] notes. All determinations, decisions or elections by Citibank (or its affiliates) will be conclusive and binding absent manifest error.]

GENERAL RISK FACTORS

You may not be able to reinvest any early redemption proceeds in a comparable security

If your notes are redeemed at a time when prevailing interest rates are relatively low, you may not be able to reinvest the redemption proceeds in a comparable security with an effective interest rate as high as that of your notes.

Your ability to resell notes may be limited

It may be difficult for you to resell your notes at the time and at the price you desire. We expect that the underwriters of and agents for the notes will make a market in the notes, but no underwriter or agent will be required to do so. Even if a secondary market does develop, it may not provide you with liquidity for the notes, and it may not continue until the maturity of the notes.

In addition, some notes have a more limited trading market and experience more price volatility because, for example, they were designed for specific investment objectives or

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strategies, have a limited number of holders or buyers, a minimal outstanding principal balance or longer or shorter maturities than other notes. There may be a limited number of buyers when you decide to sell those notes. This may affect the price you receive for the notes or your ability to sell the notes at all.

Moreover, adverse events in financial markets, such as increased illiquidity, devaluation of financial assets in secondary markets and the lowering of ratings on certain asset-backed securities, as experienced during the financial crisis that began in 2007 and the ensuing economic recession, may reduce the market price or adversely affect the liquidity of your notes. The COVID-19 pandemic also disrupted economies and introduced significant volatility into financial markets and at times limited secondary market liquidity for asset-backed securities such as the notes. There can be no assurance that you will be able to sell your notes at favorable prices or at all. You should not purchase notes unless you understand and know you can bear the investment risks.

If the ratings of the notes are lowered or withdrawn, or if an unsolicited rating is issued, the market value of the notes could decrease

The initial rating of a note addresses the likelihood of the payment of interest on that note when due and the ultimate payment of principal of that note by its legal maturity date. The ratings do not address the possibility of an early payment or acceleration of a note, which could be caused by an early redemption event or an event of default. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events” and “—Events of Default.”

The ratings of the notes are not a recommendation to buy, hold or sell the notes. Any rating of the notes may be lowered or withdrawn entirely at any time by the applicable rating agency. The market value of the notes could decrease if the ratings are lowered or withdrawn. See “Prospectus Summary—Ratings.”

The issuance trust will hire one or more rating agencies and will pay each of them a fee to assign ratings on the notes. Rules promulgated by the Securities and Exchange Commission require that information relating to the notes provided to a hired rating agency also be made available to non-hired nationally recognized statistical rating organizations (NRSROs) to enable them to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the issuance date. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings assigned by the hired rating agencies, which could decrease the market value of the notes.

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THE ISSUANCE TRUST

Citibank Credit Card Issuance Trust is the issuing entity in respect of the notes. It is a Delaware statutory trust formed by Citibank (South Dakota) and Citibank (Nevada) on September 12, 2000.

The governing documents of the issuance trust provide that it exists for the exclusive purposes of:

The issuance trust is operated pursuant to a trust agreement between Citibank and BNY Mellon Trust of Delaware, as trustee. The issuance trust does not have any officers or directors. Its manager is Citibank. As manager of the issuance trust, Citibank will generally direct the actions to be taken by the issuance trust. The interests of Citibank as manager of the issuance trust in making determinations or directing actions described in this prospectus may be adverse to your interests as a holder of the notes.

The assets of the issuance trust consist primarily of:

The issuance trust does not expect to have any other significant assets. Under the terms of the trust agreement, the issuance trust is not permitted to incur any indebtedness for money borrowed or incur any obligations except in connection with the purposes set forth in the trust agreement.

Bankruptcy Matters Relating to the Issuance Trust

The issuance trust intends to operate in a manner that will minimize the likelihood of bankruptcy proceedings being filed by or against the issuance trust and minimize the likelihood that there would be claims against the issuance trust if bankruptcy proceedings were commenced. The issuance trust has not engaged in and does not intend to engage in any activity other than acquiring and holding the collateral certificate and other issuance trust assets, issuing series of notes, making payments on the notes, and engaging in other activities that are necessary or incidental to accomplish these limited purposes. The issuance trust has no officers or directors and does not intend to conduct unrelated business activities. The

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obligation of the issuance trust to make payments under the indenture is limited in recourse to the extent that proceeds from the principal and finance charge receivables received on the collateral certificate and other issuance trust assets are available to make such payments. The indenture includes a non-petition covenant prohibiting the indenture trustee, any derivative counterparty or any noteholder, from at any time instituting or joining in a bankruptcy proceeding against the issuance trust in connection with the notes, the indenture or any derivative agreement. The trust agreement that governs the issuance trust’s activities requires that the issuance trust and Citibank are to maintain the issuance trust’s books and records separate and apart from those of any other person, and are to cause the issuance trust to hold itself out as a person separate and apart from any other person; in addition, the issuance trust is prohibited from engaging in any business or owning any assets unrelated to its purposes. Furthermore, the trust agreement prohibits the issuance trust from entering into any voluntary bankruptcy or insolvency proceeding without a finding that the issuance trust’s liabilities exceed its assets or that the issuance trust is unable to pay its debts in a timely manner as they become due. However, the trust agreement does not specify the party permitted to make such a finding. No assurance can be given that a bankruptcy petition will not be filed by or against the issuance trust, thereby resulting in adverse consequences for the holders of the notes.

The Owner

Citibank is the sole owner of the beneficial interest in the issuance trust. Affiliates of Citibank may in the future become owners of beneficial interests in the issuance trust.

Citibank is a national banking association and an indirect wholly owned subsidiary of Citigroup Inc., a Delaware corporation. Citibank was originally organized on June 16, 1812, and is a commercial bank that, along with its subsidiaries and affiliates, offers a wide range of banking and trust services to its customers throughout the United States and the world. Citibank is one of the nation’s largest credit card issuers. The principal executive office of Citibank is located at 388 Greenwich Street, New York, New York 10013. Its telephone number is (212) 559-1000.

The Issuance Trust Trustee

BNY Mellon Trust of Delaware is the issuance trust trustee under the trust agreement. The issuance trust trustee is a Delaware banking corporation and its principal office is located at 103 Bellevue Parkway, Wilmington, DE 19809.

Under the terms of the trust agreement that established the issuance trust, the role of the issuance trust trustee is limited to ministerial actions. All material actions concerning the issuance trust are taken by Citibank as managing beneficiary of the issuance trust.

USE OF PROCEEDS

The issuance trust will pay the proceeds from the sale of a class of notes to Citibank. Citibank will use such proceeds to increase the investor interest of the collateral certificate, acquire additional receivables, and for its general corporate purposes. Citibank will be

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responsible for the payment of all expenses incurred in connection with the selection and addition of accounts designated to the master trust.

THE NOTES

The notes will be issued pursuant to the indenture. The indenture does not limit the aggregate stated principal amount of notes that may be issued.

The notes will be issued in series. Each series of notes is expected to consist of Class A notes, Class B notes and Class C notes. Each class of notes may have subclasses and may be issued on different days. Whenever a “class” of notes is referred to in this prospectus, it also includes all subclasses of that note, unless the context requires otherwise. References to the “notes” in this prospectus refer to the Class 20[·]-[·][·] notes offered by this prospectus, unless the context requires otherwise.

The issuance trust may issue Class A notes, Class B notes and Class C notes of a series at the same time or at different times, but no Class A notes or Class B notes of a series may be issued unless a sufficient amount of subordinated Class B notes and/or Class C notes of that series have previously been issued and are outstanding. See “—Required Subordinated Amount.” The notes of a series may be included in a group of series for purposes of sharing of principal collections and/or finance charge collections.

The Class 20[·]-[·][·] notes are denominated in U.S. dollars. However, the issuance trust may offer other notes not offered pursuant to this prospectus, denominated in any foreign currency.

The noteholders of a particular class may have the benefit of an interest rate swap, cap or collar, or a currency swap for the exclusive benefit of that class. Citibank or any of its affiliates may be counterparties to one or more of those derivative agreements. The Class 20[·]-[·][·] notes do [not] have the benefit of an interest rate [swap] [cap] [collar]. The Class 20[·]-[·][·] notes do not have the benefit of a currency swap.

The issuance trust will pay principal of and interest on a class of notes solely from the portion of finance charge collections and principal collections under the collateral certificate which are available to that class of notes after giving effect to all allocations and reallocations, amounts in any trust account relating to that class of notes, and amounts received under any derivative agreement relating to that class of notes. If those sources are not sufficient to pay the notes of that class, those noteholders will have no recourse to any other assets of the issuance trust or any other person or entity for the payment of principal of or interest on those notes.

The following terms of the notes will be determined in connection with the issuance of such notes:

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Holders of notes of any outstanding series, class or subclass will not have the right to prior review of, or consent to, any subsequent issuance of notes, including any issuance from time to time of additional notes of the same series, class or subclass.

Interest

The Class 20[·]-[·][·] notes will bear interest at the rate described under “The Class 20[·]-[·][·] Notes—Summary of Terms—Interest” on its outstanding principal amount

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until final payment of that note as described under “Deposit and Application of Funds—Final Payment of the Notes.”

Each payment of interest on a note will include all interest accrued from the preceding interest payment date—or, for the first interest period, from the issuance date—through the day preceding the current interest payment date, or any other period determined in connection with the issuance of such note. We refer to each period during which interest accrues as an “interest period.” Interest on a note will be due and payable on each interest payment date.

If finance charge collections allocable to the collateral certificate are less than expected, principal collections allocable to the subordinated classes of notes under the collateral certificate may be used to pay interest on the senior classes of notes of the same series. However, this reallocation of principal would reduce the Invested Amount of the collateral certificate, as well as the nominal liquidation amount of the subordinated classes of notes of that series, and thus reduce later principal collections and finance charge collections allocable to the collateral certificate, unless the principal reduction is reimbursed from Excess Finance Charge Collections. See “Deposit and Application of Funds—Allocation of Principal Collections to Accounts.”

If interest on a note is not paid within five business days after it is due an event of default will occur with respect to that note. See “Covenants, Events of Default and Early Redemption Events—Events of Default.”

For a more detailed discussion of interest with respect to the Class 20[·]-[·][·] notes, see The Class 20[·]-[·][·] Notes—Summary of Terms—Interest.”

Principal

The timing of payment of principal of a note will be determined in connection with the issuance of such note.

The issuance trust expects to pay the stated principal amount of each note in one payment on that note’s expected principal payment date, and the issuance trust is obligated to do so if funds are available for that purpose. It is not an event of default if the principal of a note is not paid on its expected principal payment date because no funds are available for that purpose or because the notes are required to provide subordination protection to a senior class of notes of the same series. The expected principal payment date for the Class 20[·]-[·][·] notes is specified on the cover of this prospectus.

Principal of a note may be paid earlier than its expected principal payment date if an early redemption event or an event of default occurs. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events” and “—Events of Default.”

Principal of a note may be paid later than its expected principal payment date if sufficient funds are not allocable from the master trust to the collateral certificate, or are not allocable under the collateral certificate to the series and class of the note to be paid. Each note will

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have a legal maturity date two years after its expected principal payment date. If the stated principal amount of a note is not paid in full on its legal maturity date, an event of default will occur with respect to that note. See “Covenants, Events of Default and Early Redemption Events—Events of Default.”

See “Risk Factors—You may receive principal payments earlier or later than the expected principal payment date” for a discussion of factors that may affect the timing of principal payments on the notes.

Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes

In order to understand the subordination of the different classes of notes and the allocations of funds to different classes of notes, an investor needs to understand three concepts:

Each class of notes has a stated principal amount, an outstanding dollar principal amount and a nominal liquidation amount.

Stated Principal Amount

The stated principal amount of a class of notes is the amount that is stated on the face of the notes to be payable to the holder. It can be denominated in U.S. dollars, as in the case of the Class 20[·]-[·][·] notes, or in a foreign currency.

Outstanding Dollar Principal Amount

For U.S. dollar notes such as the Class 20[·]-[·][·] notes, the outstanding dollar principal amount will be the same as the stated principal amount, less principal payments to the noteholders. For foreign currency notes, which are not offered pursuant to this prospectus, the outstanding dollar principal amount will be the U.S. dollar equivalent of the stated principal amount of the notes, less dollar payments to derivative counterparties with respect to principal. The outstanding dollar principal amount of a class of notes will also be reduced by the dollar principal amount of any note that is held by Citibank, the issuance trust or any of their affiliates and canceled.

Nominal Liquidation Amount

The nominal liquidation amount of a class of notes is a U.S. dollar amount based on the outstanding dollar principal amount of that class of notes, but with some reductions— including reductions from reallocations of principal collections and allocations of charge-offs of credit card receivables in the master trust—and increases described under this heading. The

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aggregate nominal liquidation amount of all of the notes will always be equal to the Invested Amount of the collateral certificate, and the nominal liquidation amount of a class of notes corresponds to the portion of the Invested Amount of the collateral certificate that would be allocated to that class of notes if the master trust were liquidated.

In most circumstances, the nominal liquidation amount of a class of notes, together with any funds on deposit in the applicable principal funding subaccount, will be equal to the outstanding dollar principal amount of that class. However, if there are reductions in the nominal liquidation amount of a class of notes as a result of reallocations of principal collections from that class to pay interest on senior classes, or as a result of charge-offs of principal receivables in the master trust, there will be a deficit in the nominal liquidation amount of that class. Unless that deficiency is reimbursed through the reinvestment of Excess Finance Charge Collections in the collateral certificate, the stated principal amount of some notes will not be paid in full.

The nominal liquidation amount is used to calculate the maximum amount of funds that may be reallocated from a subordinated class of notes to pay interest on a senior class of notes of the same series. The nominal liquidation amount is also used to calculate the amount of principal collections that can be allocated for payment to a class of notes, or paid to the counterparty to a derivative agreement, if applicable. This means that if the nominal liquidation amount of a class of notes has been reduced by charge-offs of principal receivables in the master trust or by reallocations of principal collections to pay interest on senior classes of notes, the holders of notes with the reduced nominal liquidation amount may receive less than the full stated principal amount of their notes, either because the amount of U.S. dollars allocated to pay them is less than the outstanding dollar principal amount of the notes, or because the amount of U.S. dollars allocated to pay the counterparty to a derivative agreement is less than the amount necessary to obtain enough of the applicable foreign currency for payment of their notes in full.

The nominal liquidation amount of a class of notes may be reduced as follows:

These reallocations will be made from a senior class to a subordinated class only to the extent that the senior class has not used all of its required subordinated amount. For the

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Citiseries, the subordination usage limit is the same as the limit described in “Deposit and Application of Funds—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of the Citiseries.” Reductions that cannot be reallocated to a subordinated class will reduce the nominal liquidation amount of the class to which the reductions were initially allocated.

There are two ways in which the nominal liquidation amount of a note can be increased.

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