Citigroup Inc SEC Filings

Citigroup Inc. reported a major leadership change, appointing Gonzalo Luchetti, currently Head of U.S. Personal Banking, as its next Chief Financial Officer, effective in early March 2026. He will succeed Mark A. L. Mason, who will become Executive Vice Chair of Citigroup and Senior Executive Advisor to Chair and CEO Jane Fraser at the same time. Luchetti has been with Citi since 2006 and previously led its consumer and retail banking businesses across Asia, EMEA and wealth management. The company notes that he participates in existing Citi compensation plans described in its March 18, 2025 proxy statement, and it has furnished a press release dated November 20, 2025 as an exhibit describing the leadership change.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the Russell 2000® Index and the SPDR® S&P 500® ETF Trust. Each note has a $1,000 stated principal amount and can pay a contingent coupon of at least 0.7417% per month (about 8.90% per year) when, on a valuation date, the worst-performing underlying is at or above 80% of its initial value. If the worst performer is below this barrier, no coupon is paid, although missed coupons can be made up later if the barrier is met.

The notes may be automatically called as early as May 19, 2026 if, on specified dates, the worst performer is at or above its initial value; in that case investors receive $1,000 plus the applicable coupon and any unpaid coupons. If not called, principal repayment at maturity in November 2027 depends on the final level of the worst performer relative to an 80% buffer, with losses increasing faster than the index decline beyond that level and up to a total loss. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, and have an expected estimated value on the pricing date of at least $935 per note, below the issue price.

Citigroup Inc. (C) is offering unsecured senior Callable Range Accrual Notes linked to the 10-year constant maturity Treasury (CMT) rate, maturing on November 20, 2035. Each note has a $1,000 principal amount and pays variable interest on quarterly dates starting in February 2026.

On each interest payment date, the coupon is based on a contingent rate of 8.30% per annum, multiplied by the fraction of days in the period when the 10-year CMT rate is between 0.00% and 5.00%. If the CMT rate is outside this range for all days in an accrual period, the coupon for that period is 0.00%. At maturity, investors receive $1,000 per note plus any accrued interest, unless the notes are redeemed earlier.

Citigroup may redeem the notes in whole at par plus accrued interest on any interest payment date on or after November 20, 2026. The notes will not be listed on an exchange, and the estimated value on the pricing date is $955.90 per note, below the $1,000 issue price. The notes are intended to qualify as TLAC-eligible, involve complex U.S. tax treatment (intended as contingent payment debt instruments with a comparable yield of 5.657%), and are described as significantly riskier than conventional debt.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Bearish Market-Linked Securities tied to the better performer of the Nasdaq-100 Index® and the S&P 500® Index, maturing on August 26, 2027. Each security has a $1,000 stated principal amount and pays at maturity based on the final value of the highest performing index.

If that index is below its initial value, investors receive $1,000 plus its absolute decline, with a maximum return of $305 per security (30.50% of principal). If the index rises, investors lose in line with its gain but no more than $30 per security, for a minimum payment of $970 (97% of principal). The securities are sold at $1,000 with a $20 underwriting fee, so the issuer receives $980 per security, and the estimated value on the pricing date is expected to be at least $917.50.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable barrier securities linked to the S&P 500® Index, issued in $1,000 denominations and due in December 2030. The notes pay no interest and will be automatically redeemed, at a premium to principal, if on any scheduled valuation date before maturity the index closes at or above its initial level, with premiums of 8.60%, 17.20%, 25.80% or 34.40% depending on the call date. If held to maturity and not called, investors receive principal plus the greater of a 25.00% premium or 100% participation in any index gain when the final index level is at least its initial level.

If the index is below its initial level but at or above 75% of that level at maturity, investors receive only their $1,000 principal. If it finishes below the 75% barrier, repayment is reduced one-for-one with the index loss, potentially to zero. The notes are not listed, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated initial value of at least $920 per security, below the $1,000 issue price, reflecting structuring and hedging costs and an underwriting fee of up to $23.50 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable equity-linked securities tied to Fiserv, Inc. (FISV) maturing in November 2027. Each security has a stated principal amount of $1,000 and pays monthly coupons at an annualized rate of at least 11.55%, with the exact rate set on the pricing date.

The notes can be automatically redeemed on specified dates starting in November 2026 if Fiserv’s closing share price is at or above the initial value of $62.70, returning $1,000 plus the coupon for that period. If the notes are not called, principal repayment at maturity depends on Fiserv’s price on the final valuation date. Full principal is repaid only if the final value is at or above the final barrier of $34.485, which is 55.00% of the initial value.

If Fiserv’s final value falls below the barrier, repayment is reduced one-for-one with the stock’s decline, and investors can lose up to their entire principal, aside from the final coupon. The securities are not listed, may have limited liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The expected estimated value on the pricing date is at least $911.00 per $1,000 security, below the issue price, reflecting structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable unsecured notes linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, in an aggregate amount of $4,503,000. Each security has a stated principal of $1,000, pays no interest and may be automatically redeemed on scheduled valuation dates through November 2030 if the worst performing index is at or above 90% of its initial level, triggering a fixed premium that steps up from 7.30% to 36.50% of principal over time. If not called, at maturity investors receive principal plus the final premium if the worst index is at or above its autocall barrier, only principal if it is between 75% and 90% of its initial level, and a loss matching the index’s decline on a 1-for-1 basis if it finishes below 75%, which can result in a total loss of invested principal. The securities are not listed, have limited liquidity, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., is offering fixed rate notes due November 18, 2026, fully and unconditionally guaranteed by Citigroup Inc. Each note has a stated principal amount of $1,000 and pays a fixed annual interest rate of 3.80%, using a 30/360 day count convention, with principal plus accrued interest paid at maturity.

The notes will not be listed on any securities exchange and may be harder to sell before maturity. Citigroup Global Markets Inc., acting as principal underwriter, may buy and sell the notes in the secondary market and will initially reflect a temporary upward pricing adjustment for about three months after issuance, tied to expected hedging profits. Net proceeds will be used for general corporate purposes and to hedge the issuer’s obligations through derivatives transactions by its affiliates.

The notes are not bank deposits and are not insured by the FDIC or any government agency. They are subject to investment risks, including liquidity and market value risk, as described under “Risk Factors,” and are subject to selling restrictions in the European Economic Area, the United Kingdom, and Canada. Legal opinions from Davis Polk & Wardwell LLP and internal Citigroup counsel confirm the notes and guarantee are valid and binding obligations under applicable New York and Delaware law, subject to customary limitations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable Phoenix securities linked to the common stock of Broadcom Inc. (AVGO), maturing in December 2026. Each security has a stated principal amount of $1,000 and pays a contingent coupon of 4.9375% of principal on each coupon date if Broadcom’s share price is at or above a coupon barrier set at 75% of the initial share price. Missed coupons can be “caught up” later if the barrier is met.

The notes may be automatically redeemed on any interim valuation date if Broadcom’s closing price is at or above the initial share price, returning $1,000 plus the applicable coupon. If the notes are not called and the final share price is at or above a 75% final barrier, investors receive $1,000 plus the final coupon. If the final share price falls below the barrier, repayment is reduced according to a formula with a 25% buffer and a buffer rate of about 133.333%, and investors can lose some or all of principal.

The securities will not be listed on any exchange. The issue price is $1,000 per security, with proceeds of $990 to the issuer and an estimated value of at least $935 per security. The product involves complex risks, including issuer and guarantor credit risk, market risk tied to Broadcom’s shares, potential illiquidity, and uncertain U.S. federal tax and withholding treatment, particularly for non-U.S. investors.