Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has issued Equity Linked Securities tied to the performance of Novo Nordisk A/S and the S&P 500 Index, due June 30, 2027. The securities offer a 10.20% annual coupon rate but expose investors to significant downside risk.

Key Terms:

• Principal Amount: $1,000 per security
• Total Offering: $1,001,000
• Estimated Value: $966.20 per security
• Downside Threshold: 60% of initial value for each underlying

If a downside event occurs (if either underlying falls below 60% of initial value), investors could lose a significant portion of their investment. The payment at maturity will be based on the worst-performing underlying. Initial values are $70.73 for Novo Nordisk ADS and 6,092.18 for the S&P 500. The securities are not listed on any exchange and carry credit risk of both Citigroup Global Markets Holdings and Citigroup.

Citigroup Global Markets Holdings has issued Callable Dual Directional Barrier Securities linked to the S&P 500 Futures Excess Return Index, due June 28, 2030. The securities, with a stated principal amount of $1,000 per unit, offer unique features:

• Callable by issuer on specified dates with premiums ranging from 11% to 54.0833%
• 200% upside participation rate if not called and the index appreciates
• Positive returns possible even in market decline scenarios above the barrier level
• Downside risk if index falls below 60% barrier (303.426) of initial value (505.71)

Key risks include: no interest payments, exposure to index underperformance versus S&P 500, limited liquidity, and credit risk of Citigroup. The estimated value of $947.90 per security is below the issue price of $1,000, with CGMI receiving an underwriting fee of up to $41.25 per security.

Citigroup Global Markets Holdings has issued $1,284,000 in Market-Linked Securities tied to the Citi Dynamic Asset Selector 5 Excess Return Index, due June 30, 2027. These securities offer potential returns of 175% participation in the index's positive performance, with principal protection against negative returns.

Key features include:

• Initial index level: 226.41
• No regular interest payments
• Principal amount: $1,000 per security
• Estimated value: $954.40 per security (below issue price)
• Underwriting fee: Up to $25.00 per security

The underlying index dynamically allocates between S&P 500 futures and 10-year Treasury futures based on market regime signals, targeting 5% volatility. The strategy uses trend and volatility indicators to select between three portfolios: Equity-Focused (67% equity/33% treasury), Intermediate (33% equity/67% treasury), or Treasury (100% treasury). Performance is reduced by an annual 0.85% index fee.

Citigroup Global Markets Holdings is offering Autocallable Contingent Coupon Equity Linked Securities tied to Advanced Micro Devices (AMD) stock, due June 29, 2028. Key features include:

• Principal amount of $1,000 per security with total offering of $70,000
• Potential 11% annual contingent coupon rate paid quarterly if AMD closes above barrier value of $86.04 (60% of initial value)
• Automatic early redemption if AMD closes at or above initial value of $143.40 on any autocall date
• Risk of principal loss if AMD closes below barrier at maturity, with no minimum payment guarantee
• Estimated value of $932.20 per security, below issue price of $1,000

The securities involve significant risks including potential loss of principal, limited liquidity, and credit risk of Citigroup. Investors do not participate in AMD stock appreciation or dividends. The offering highlights the growing market for structured products providing enhanced yield potential with defined downside risk.

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to Marvell Technology, due June 29, 2028. The securities, priced at $1,000 per unit with total offering of $6.97 million, feature potential periodic contingent coupon payments at 15.00% per annum.

Key features include:

• Contingent coupon payments of 3.75% quarterly if underlying stock closes at/above barrier value (50% of initial value)
• Automatic early redemption if stock closes at/above initial value on any autocall date
• Principal protection at maturity if final stock value is at/above barrier value
• Risk of significant loss if stock closes below barrier value at maturity

Notable risks: No guaranteed coupon payments, potential loss of principal, limited liquidity, and credit risk of Citigroup. The estimated value ($967.70) is less than the issue price, with $25.00 underwriting fee per security.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity-Linked Securities linked to NVIDIA Corporation common stock, maturing on July 1, 2030. The securities are unsecured senior notes (Series N) and will not be listed on any exchange.

Key economic terms:

• Stated principal: $1,000 per security; total offering $800,000.
• Contingent coupon: 2.60 % per quarter (10.40 % p.a.) paid only if NVIDIA’s closing price on the relevant valuation date is ≥ the Coupon Barrier.
• Coupon Barrier & Final Barrier: $93.012 (60 % of the $155.02 initial price).
• Automatic early redemption: Occurs on any of 16 scheduled autocall dates (starting 6/26/2026) if NVIDIA’s price is ≥ the initial price; investors receive $1,000 plus the applicable coupon.
• Downside protection: None below the Final Barrier. If the final price is < 60 % of the initial, repayment is $1,000 × (Underlying Return), exposing investors to full downside below the barrier and potential loss of entire principal.
• Estimated value: $946.30, 5.4 % below the $1,000 issue price, reflecting dealer margin and hedging costs.
• Underwriting fee: Up to $33.50 per note (3.35 %); net proceeds $966.50 per $1,000.

Risks: Investors face issuer and guarantor credit risk, limited liquidity (no listing, secondary market only on a best-efforts basis), the possibility of receiving no coupons, and substantial principal loss if NVIDIA falls > 40 % from the initial level at final valuation. A positive performance in NVIDIA could shorten the investment via autocall, capping total return.

This structured note targets income-seeking investors willing to assume equity, barrier and call risks in exchange for a potential double-digit yield.