CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes, Series N, structured as Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and S&P 500® Index, due February 3, 2028. Each security has a $1,000 stated principal amount.

Investors may receive a contingent coupon of at least 1.0083% per period (about 12.10% per annum) on scheduled payment dates, but only if on the prior valuation date the worst performing index is at or above its coupon barrier, set at 70% of its initial value. If the note is not redeemed early and, on the final valuation date, the worst performing index is at or above its 70% final barrier, investors receive $1,000 plus any final coupon; otherwise, principal is reduced one-for-one with the index loss, potentially to zero.

The issuer may redeem the notes early, in whole, on specified dates at $1,000 plus any due coupon. The estimated value on the pricing date is expected to be at least $940 per $1,000 note, below the issue price, reflecting structuring and hedging costs. Notes are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due July 26, 2029, linked to the worst performer of the Dow Jones Industrial Average, the S&P 500 Index and the State Street Financial Select Sector SPDR ETF. The notes pay a contingent quarterly coupon of at least 1.0208% per $1,000 (≈12.25% per annum) only if, on the relevant valuation date, the worst performing underlying is at or above 75% of its initial value. Citigroup may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon. At maturity, if not called, holders receive $1,000 per note only if the worst performer is at or above its 75% final barrier; otherwise, principal is reduced one-for-one with the decline in that worst underlying, down to zero, and no final coupon is paid. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have limited liquidity, and carry an estimated value on the pricing date of at least $942.50 per $1,000, 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 $14,825,000 of unsecured contingent income autocallable securities at $1,000 per security, linked to the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index. The notes pay a contingent coupon of 11.00% per annum, quarterly, only if on each calculation day the lowest performing index is at or above its coupon threshold value, set at 75% of that index’s starting value (which is also the downside threshold). From January 2027 through April 2029, if on a potential autocall date the lowest performing index is at or above its starting value, the notes are automatically redeemed at $1,000 plus the coupon. If not called, at July 2029 maturity investors receive $1,000 per security only if the lowest performing index is at or above its downside threshold; otherwise the payoff equals $1,000 times that index’s performance factor, which can result in a significant or total loss of principal and no final coupon. The estimated value on the pricing date is $965.00 per security, below the public offering price, and investors face credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited secondary liquidity, complex correlation and volatility risks, and uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable barrier securities linked to Space Exploration Technologies Corp. (Class A common stock, ticker “SPCX”), each with a $1,000 stated principal amount and scheduled maturity on July 27, 2029, unless called earlier.

If on July 27, 2027 the underlying closing value is at or above the initial value, the notes are automatically redeemed for $1,200 per $1,000 (principal plus a 20% premium), and investors forego further upside. If not called, at maturity investors receive: (i) $1,000 + 285.00% of any positive underlying return; (ii) $1,000 if the final value is at or below the initial but at or above the trigger value of 70% of the initial; or (iii) $1,000 plus full downside (1‑for‑1 loss) if the final value is below the trigger, with the payment potentially reduced to zero.

The underwriting fee is $27.50 per security, and Citigroup currently expects an estimated value on the pricing date of at least $902.00 per security, below the issue price. The notes carry issuer and guarantor credit risk, no dividends or shareholder rights in SPCX, limited secondary-market liquidity, and complex, uncertain U.S. tax treatment, including potential future changes and Section 871(m) considerations for non‑U.S. holders.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing July 20, 2028. Each security has a $1,000 stated principal amount. Investors may receive a contingent coupon of 0.9292% per period (about 11.15% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier, set at 70% of its initial level. Principal is protected only if, on the final valuation date, the worst performer is at or above its final barrier, set at 60% of its initial level; otherwise the payoff is $1,000 plus $1,000 × the negative return of that index, which can result in a large or total loss and no final coupon.

Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon, capping future income. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., offer no dividends or upside participation in any index, and may have limited secondary market liquidity. The total offering is $735,000 at $1,000 per security, with an estimated value of $986.10 per security, reflecting embedded costs and issuer funding assumptions.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Dual Directional Barrier Securities linked to Space Exploration Technologies Corp. with a stated principal of $1,000 per security, maturing August 2, 2029 unless called earlier.

The notes may be automatically redeemed on annual valuation dates in 2027, 2028 or 2029 if SpaceX’s share value is at or above 80% of its initial level, paying $1,000 plus a premium of at least 25%, 50% or 75% of principal, respectively. If held to maturity and not redeemed, investors receive $1,000 plus the final premium if the share value is at or above 80% of the initial level, or $1,000 plus the absolute return on the shares if the final value is between 50% and 80% of the initial level.

If the final share value is below 50% of the initial level, repayment is $1,000 plus $1,000 × the underlying return, exposing investors to full downside and possible total loss of principal. The issue price is $1,000, including an underwriting fee of up to $25 and expected proceeds to the issuer of $975 per security; the estimated value on the pricing date is expected to be at least $884.50 per security. Investors forgo dividends, face issuer and guarantor credit risk, and are subject to complex U.S. tax treatment, including prepaid forward characterization and potential Section 871(m) implications for non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Buffered Notes linked to the MSCI Emerging Markets Index (MXEF), maturing July 21, 2028. Each security has a $1,000 stated principal amount; the total offering is $5,377,000.00.

If on July 30, 2027 the index closes at or above the initial value of 1,620.66, the notes are automatically redeemed for $1,219.00 per security (21.90% premium) and terminate. If held to maturity and the final index level is at or above the initial, investors receive $1,000 plus a leveraged return, with a 125.00% upside participation rate.

If the final index value is below the initial but at or above the final buffer value of 1,377.561 (85.00% of initial), investors receive principal only. Below the buffer, principal loss accelerates at a buffer rate of approximately 117.647% of further index decline. The estimated value is $975.20 per security, below the $1,000 issue price, reflecting structuring and distribution costs. The notes are unsecured obligations, carry market, credit and tax risks, and are expected to be treated as prepaid forward contracts for U.S. federal income tax purposes.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable medium-term senior notes linked to the common stock of Synopsys, Inc. The notes have a stated principal amount of $1,000 per security, price on July 21, 2026, and mature on July 26, 2029 unless automatically redeemed earlier.

The notes automatically redeem on designated valuation dates if Synopsys’ closing value is at or above the initial value, paying $1,000 plus a fixed premium ranging from 15.80% on July 28, 2027 up to 47.40% on July 23, 2029. If not called and the final value is at or above a final barrier set at 50.00% of the initial value, investors receive $1,000 plus the final premium. If the final value falls below the barrier, investors receive Synopsys shares (or, at the issuer’s election, equivalent cash) based on an equity ratio, which may be worth substantially less than principal and possibly nothing.

The issue price is $1,000 per note, including an underwriting fee of $23.50 and proceeds to the issuer of $976.50 per note. Citigroup Global Markets Inc. estimates the initial value at at least $896.50 per note, reflecting internal funding and hedging costs. The product carries complex market, credit, liquidity, and tax risks and is intended only for investors who understand structured equity-linked notes.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of Bank of America, Goldman Sachs and Morgan Stanley, maturing in July 2028. Each security has a $5,000 stated principal amount.

The notes pay a contingent coupon of 2.875% per quarter (11.50% per annum) only if, on each valuation date, the worst performing stock is at or above its coupon barrier, set at 50% of its initial value; missed coupons can be paid later if the barrier is again met. The notes are subject to automatic early redemption if, on a potential autocall date, the worst performer is at or above its initial value, returning $5,000 plus the due coupon. If not called, and the worst performer ends below its 50% final barrier, investors receive shares (or cash) of that stock based on a fixed equity ratio, and may lose some or all of principal. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated value on the pricing date is expected to be below the issue price.