CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc. is offering Autocallable Contingent Coupon Equity Linked Securities linked to the Invesco QQQ Trust, Series 1, with a stated principal amount of $1,000 per security, fully and unconditionally guaranteed by Citigroup Inc. The notes pay a contingent coupon of 0.8125% per period, equivalent to 9.75% per annum, but only if on each valuation date QQQ’s closing value is at or above an 80% coupon barrier.

The notes may be automatically called on specified dates if QQQ is at or above its initial value, returning $1,000 plus the coupon, which can limit total income. If not called and QQQ ends below an 80% final barrier, investors receive QQQ shares (or cash) worth less than principal, potentially zero. An underwriting fee of $21.50 per security yields issuer proceeds of $978.50, and the estimated value on the pricing date is expected to be at least $923.00, below issue price, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $6,566,000 of Contingent Income Auto-Callable Securities due July 20, 2029, linked to the common stock of Snowflake Inc. Each security has a $1,000 stated principal amount and an initial Snowflake share price of $268.90, with a downside threshold price of $134.45 (50.00% of the initial price).

Investors may receive a quarterly contingent coupon of 5.2125% of principal (20.85% per annum) on dates when Snowflake’s closing price is at or above the downside threshold; missed coupons can be later “made up” if the threshold is met on a subsequent valuation date. The notes are subject to automatic early redemption on quarterly potential redemption dates if Snowflake’s price is at or above the initial share price, in which case holders receive $1,000 plus the applicable contingent coupon (including any unpaid prior coupons) and no further payments.

If not called, and the final share price is at or above the downside threshold, investors receive $1,000 plus the final contingent coupon (with any unpaid coupons). If the final share price is below the threshold, repayment is $1,000 + ($1,000 × share return), fully exposing investors to Snowflake’s decline on a 1-to-1 basis and potentially resulting in a loss of all principal with no coupon at maturity. The issue price is $1,000 per security, including an underwriting fee of $22.50, while the estimated value is $967.10 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked medium-term notes linked to the worst performer of the Dow Jones Industrial Average and the S&P 500® Index, due August 3, 2029. Each security has a $1,000 stated principal amount and pays a contingent coupon of 1.8125% per period (7.25% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier, set at 55.00% of its initial value. If this condition is not met, no coupon is paid for that period.

The issuer may redeem the notes in whole, but not in part, on specified potential redemption dates at $1,000 per security plus any applicable contingent coupon, limiting remaining income. If the notes are not called, at maturity investors receive $1,000 per security if the worst performing index is at or above its final barrier (also 55.00% of initial); otherwise the payout is $1,000 plus $1,000 times the underlying return of the worst performing index, which can reduce principal to zero. Investors do not receive dividends or upside participation in the indices and are fully exposed to downside of the worst performer, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $940.00 per security, below the issue price, reflecting selling, structuring, hedging costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Contingent Income Auto-Callable Securities due July 20, 2029 linked to Alphabet Inc. common stock. The aggregate stated principal amount is $15,722,000, with a $1,000 stated principal amount per security.

Investors may receive a 2.6125% quarterly contingent coupon (10.45% per annum) only if Alphabet’s closing price on the relevant valuation date is at or above the downside threshold price of $208.062, which is 60% of the $346.77 initial share price. If on any potential redemption date the closing price is at or above the initial share price, the notes are automatically redeemed for $1,000 plus the contingent coupon.

If not redeemed early and the final share price is at or above the downside threshold, payment at maturity equals $1,000 plus the final coupon. If the final share price is below the downside threshold, the repayment is $1,000 + ($1,000 × share return), exposing holders to 1:1 downside in Alphabet’s share performance and potentially a total loss of principal, with no participation in share price appreciation or dividends. The estimated value at pricing is $971.40 per security, below the issue price, and secondary market prices are expected to be lower than the issue price.

Citigroup Global Markets Holdings Inc. is offering $30,751,000 of Contingent Income Auto-Callable Securities due July 20, 2029, linked to GE Vernova Inc. common stock and fully guaranteed by Citigroup Inc. Each $1,000 security pays a quarterly contingent coupon of 4.3375% (17.35% per annum) only if GE Vernova’s share price on the valuation date is at or above the downside threshold price of $528.92, which is 50.00% of the $1,057.84 initial share price. Missed coupons can be “caught up” if the stock later recovers to or above the threshold before maturity or auto-call. The notes are automatically redeemed at par plus the applicable coupon (including any unpaid coupons) if on any potential redemption date the share price is at or above the initial price. If not called and the final price is below the threshold, investors receive $1,000 plus $1,000 times the share return, exposing them 1-to-1 to downside beyond 50% and potentially losing their entire principal and all coupons. The estimated value at pricing is $964.90 per $1,000 security, below the issue price, reflecting underwriting fees and structuring costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Barrier Securities linked to the EURO STOXX 50® Index, issued as Medium-Term Senior Notes, Series N, with a $1,000 stated principal amount per security.

The notes pay no interest and may be automatically redeemed on specified annual valuation dates starting July 28, 2027 if the index is at or above its initial value, returning $1,000 plus a fixed premium of 11.35%, 22.70%, 34.05% or 45.40% of principal, depending on the year. If held to maturity on July 31, 2031 and not previously redeemed, investors receive: (i) $1,000 plus the greater of a 30.00% premium or 100% participation in index appreciation if the final index value is at or above the initial level; (ii) return of $1,000 if the final value is below the initial but at or above 75.00% of the initial value; or (iii) $1,000 plus $1,000 times the index return if the final value is below 75.00% of the initial, exposing investors to 1‑for‑1 downside and potential total loss of principal.

The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are expected to have limited or no secondary market liquidity, and are initially priced at $1,000 with an estimated value of at least $912.00 per security, reflecting underwriting, hedging costs and internal funding assumptions.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked notes maturing August 24, 2029, linked to the worst performer of the EURO STOXX 50® Index, Nasdaq-100 Index® and S&P 500® Index. Each security has a $1,000 principal amount. On each quarterly valuation date, investors receive a contingent coupon of at least 3.325% per period (13.30% per annum) only if the worst-performing index closes at or above its coupon barrier, set at 75% of its initial value.

If the notes are not called and on the final valuation date the worst-performing index is at or above its 75% final barrier, investors receive $1,000 plus any final coupon. If it is below the barrier, repayment is reduced one-for-one with the index decline, down to zero in an extreme scenario. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The notes do not pay dividends or offer upside participation in index gains and carry full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000, including a $1.50 underwriting fee, with expected estimated value of at least $943 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $3,874,000 of Performance Leveraged Upside Securities linked to the EURO STOXX 50® Index, maturing on November 3, 2027. Each security has a $1,000 stated principal amount and pays no interest.

At maturity, if the index has risen, investors receive $1,000 plus 300.00% of the index gain, capped by a maximum return of $220.50 per security, for a maximum payment of $1,220.50. If the index is flat or lower, the payoff is $1,000 plus the index return on a 1-to-1 basis, with no minimum payment, so the entire investment can be lost.

The initial index level is 6,230.87. The estimated value is $975.30 per security, below the $1,000 issue price, reflecting underwriting and structuring costs. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Barrier Securities linked to the Russell 2000® Index under its Medium-Term Senior Notes, Series N program. Each security has a $1,000 stated principal amount, is issued on July 31, 2026 and, unless called earlier, matures on July 31, 2031.

The notes pay no interest and may be automatically redeemed on specified annual valuation dates if the Russell 2000® closing value is at or above its initial level, paying $1,000 plus a fixed premium of 10.25%, 20.50%, 30.75% or 41.00%, depending on the call date. If held to maturity and not called, investors receive (i) $1,000 plus the greater of a 25.00% premium or 100% participation in index gains if the index finishes at or above its initial level, (ii) $1,000 if the index is below the initial level but at or above 75% of it, or (iii) $1,000 plus the full negative index return if the index ends below the 75% barrier, risking loss of up to all principal.

The issue price is $1,000 per security, including up to $23.50 in underwriting fees, with minimum issuer proceeds of $976.50. Citigroup expects the model-based estimated value on the pricing date to be at least $915 per security. Investors face Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, limited liquidity, complex tax treatment and exposure to small-cap equity volatility.