[144] Blend Labs, Inc. SEC Filing

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Airbag Autocallable Contingent Yield Notes with Memory Coupon Feature linked to the common stock of Microsoft Corporation (MSFT).

• Issue structure: $10,000 minimum denomination; one-year stated term (settlement 14-Jul-2025, maturity 14-Jul-2026) unless automatically called as early as the first monthly valuation date (11-Aug-2025).
• Contingent coupon: 14.30% p.a. (≈ 1.1917 % monthly). Paid only if MSFT’s closing price on the relevant valuation date ≥ coupon barrier (90 % of initial price = $453.16). Memory feature accrues unpaid coupons for future payment when the barrier is subsequently met.
• Automatic call: Notes are redeemed at par plus applicable coupons (including memory coupons) when MSFT closes ≥ initial price ($503.51) on any monthly valuation date.
• Principal at risk: If not called and final price ≥ conversion price ($453.16) investors receive par plus coupon(s). If final price < conversion price, investors receive share delivery amount (22.06726 MSFT shares per note, subject to adjustment), exposing them to the full market downside below the 90 % threshold; value can be substantially below par and potentially zero.
• Credit & liquidity: Unsecured, unsubordinated obligations of the issuer; payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Notes are not listed; secondary market, if any, will be made solely by CGMI on a best-efforts basis.
• Pricing & fees: Issue price 100 % of par. Estimated value on trade date ≈ $9,865 per $10,000 note (1.35 % below issue price) reflecting structuring and hedging costs. Underwriting discount: $10 per note.
• Key dates: Strike 09-Jul-2025; trade 10-Jul-2025; monthly valuation/coupon schedule provided; final valuation 10-Jul-2026.
• Risk highlights: potential loss of some or all principal; non-payment of coupons if barrier breached; no participation in MSFT upside; high volatility sensitivity; credit risk; complex tax treatment; no FDIC insurance.

Target investors are those who (1) seek enhanced conditional income, (2) are comfortable with MSFT equity risk, (3) can tolerate principal loss and illiquidity, and (4) understand structured products.

Insights

Structured-Product Analyst

TL;DR: High 14.3 % conditional yield but full downside below 90 % strike; suitable only for risk-tolerant investors.

The note pays an above-market coupon contingent on MSFT staying ≥ $453.16 monthly. Automatic call at ≥ $503.51 can shorten tenor, capping returns. Memory feature slightly improves income continuity. However, if MSFT falls > 10 % at maturity, holders receive 22.06726 shares, exposing them to amplified losses below the conversion price. Investors forgo dividends and upside beyond coupons. Estimated fair value (98.65 % of par) shows a 1.35 % initial value gap plus illiquidity costs. Credit exposure to Citigroup and lack of listing widen secondary-market discounts. Overall neutral impact for Citigroup (routine issuance) but risk-heavy for buyers.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Charles Schwab & Co., Inc. 3000 Schwab Way Westlake TX 76262	4000	14160.00	254775978	07/10/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/20/2025	Restricted Stock Lapse	BLEND LABS, INC.			4000	02/20/2025	Equity Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Winnie Ling 7250 REDWOOD BLVD., SUITE 300 NOVATO CA 94945	Blend Labs, Inc.	07/03/2025	8000	28000.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)