CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due August 8, 2028 under its Medium-Term Notes, Series N program. The notes are linked to the worst performing of the Russell 2000® Index, the S&P 500® Index and the SPDR® S&P® Regional Banking ETF.

Each note has a $1,000 stated principal amount and may pay a contingent coupon of 2.625% per quarter (10.50% per annum) if, on the relevant valuation date, the worst performing underlying is at or above 65% of its initial value. If this condition is not met, no coupon is paid for that period.

At maturity, if not previously called, investors receive $1,000 per note only if the worst performer is at or above its 65% final barrier; otherwise, principal is reduced one-for-one with the underlying loss, potentially to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. An underwriting fee of up to $18.50 per note is embedded, and the initial estimated value is expected to be at least $916.50, below the issue price, reflecting structuring, distribution and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and the notes are expected to be illiquid.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the EURO STOXX 50® Index, the MSCI Emerging Markets Index and the Nasdaq-100 Index® and due July 28, 2031.

Each $1,000 security may pay a 3.625% quarterly contingent coupon (14.50% per annum) on scheduled dates, but only if the worst performing index on the prior valuation date is at or above 70% of its initial value. If not, no coupon is paid for that period. At maturity, if not previously called, investors receive $1,000 per security only if the worst performing index is at or above 60% of its initial value; otherwise, repayment is reduced dollar-for-dollar with the index loss and may fall to zero.

Citigroup may redeem the notes in whole on specified dates for $1,000 per security plus any due coupon, limiting potential income. The issue price is $1,000, including an underwriting fee of up to $18.50, for minimum issuer proceeds of $981.50 per security; the estimated value on the pricing date is expected to be at least $922. Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., trading liquidity may be limited, and U.S. federal tax treatment is uncertain, with possible 30% withholding on coupons for certain non-U.S. holders.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering medium-term senior autocallable securities linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, due August 8, 2031. Each security has a $1,000 stated principal amount, no interest payments and is subject to automatic early redemption if, on any scheduled valuation date before maturity, the worst performing index is at or above its initial level, in which case investors receive $1,000 plus a fixed premium for that date.

If the notes are not called, payment at maturity depends solely on the worst performing index on the final valuation date. Investors receive (i) $1,000 plus a 47.00% premium if that index is at or above its initial level, (ii) $1,000 if it is below its initial level but at or above 70.00% of its initial level, or (iii) $1,000 plus 1-to-1 downside exposure if it is below the 70% barrier, potentially resulting in a total loss of principal. The estimated value on the pricing date is expected to be at least $898.50 per $1,000 security, below the issue price, reflecting selling, structuring and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the notes may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Russell 2000® Index and the S&P 500® Index, maturing February 10, 2028, with a stated principal of $1,000 per security.

The notes pay a 0.6542% contingent monthly coupon (about 7.85% per annum) only if on each valuation date the worst-performing index is at or above its coupon barrier, set at 75% of its initial value; otherwise no coupon is paid. If, on specified dates starting February 5, 2027, the worst-performing index is at or above its initial value, the notes are automatically called at $1,000 plus the coupon, ending further payments.

If not called, at maturity investors receive $1,000 only if the worst-performing index is at or above its final barrier (75% of initial); otherwise the payoff is $1,000 plus the index return of the worst performer, exposing holders to losses up to 100%. The issue price is $1,000, including an underwriting fee of up to $24 (proceeds to issuer $976), and the estimated value on the pricing date is expected to be at least $920, below the issue price, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering principal-at-risk contingent income auto-callable notes linked to the Invesco QQQ Trust, Series 1. Each security has a $1,000 stated principal amount and is part of the issuer’s Medium-Term Senior Notes, Series N program.

The notes pay a monthly contingent coupon of 1.4583% of principal (approximately 17.50% per annum) only if QQQ’s closing price on the related valuation date is at or above 90.00% of the initial share price. A “memory” feature allows previously unpaid coupons to be made up on a later date when the condition is satisfied. The notes are auto-callable: if on any potential redemption date QQQ is at or above the initial share price, investors receive $1,000 plus the applicable coupon (including unpaid coupons) and the notes terminate.

If not called, at maturity investors receive $1,000 plus the final coupon if QQQ is at or above the downside threshold. If QQQ is below the threshold, the payoff equals $1,000 plus $1,000 multiplied by the buffer rate (about 111.111%) times the share return plus the 10.00% buffer amount, so losses are leveraged beyond the 10% buffer and can result in a total loss of principal and no final coupon. The issue price is $1,000, underwriting and structuring fees total $1.00 per $1,000, net proceeds are $999.00 per security, and the issuer currently expects an estimated value of at least $947.00 per security on the pricing date. The product carries complex risk, uncertain tax treatment, and potential 30% withholding on coupon payments to certain non-U.S. holders.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is issuing Trigger Autocallable GEARS, unsecured senior notes linked to the State Street SPDR S&P Oil & Gas Exploration & Production ETF (XOP), maturing on or about July 26, 2029.

Each security has a $10.00 stated principal amount. If on the August 2, 2027 interim valuation date XOP’s closing price is at or above the autocall barrier (100% of the initial underlying price in the main example), the notes are automatically called and pay $12.15 per $10.00 security (a 21.50% call return.

If not called, at maturity investors receive: (i) for a positive underlying return, $10.00 plus that return multiplied by an upside gearing of 1.30–1.50; (ii) for a zero or negative return with the final price at or above the downside threshold of 75% of the initial price, repayment of $10.00; or (iii) for a negative return with the final price below the downside threshold, $10.00 × (1 + underlying return), resulting in full downside exposure and potential total loss of principal.

Investors forgo XOP dividends, face complex U.S. tax treatment (including potential “prepaid forward contract” and “constructive ownership transaction” characterization and Section 871(m) considerations), and are exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. throughout the 3‑year term.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable medium-term senior notes linked to the worst performing of the EURO STOXX 50® Index and the S&P 500® Index, maturing August 1, 2031. The notes have a $1,000 stated principal amount, pay no interest and do not guarantee return of principal.

The notes may be automatically redeemed on scheduled valuation dates from July 28, 2027 through July 29, 2031 if the worst performing index is at or above its initial level, paying $1,000 plus a fixed premium that steps up from 10.80% to 54.00% of principal. If not called, at maturity investors receive $1,000 plus the final premium if the worst performer is at or above its initial level, $1,000 if it is below the initial level but at or above 70% of that level, or $1,000 plus the index return (1-for-1 downside) if it is below the 70% barrier, which can reduce repayment to zero.

The issue price is $1,000 per note, including an underwriting fee of up to $33.50, with minimum proceeds to the issuer of $966.50 per note and an estimated initial value of at least $909.00. Investors are exposed to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not receive dividends, may face limited liquidity, and encounter complex U.S. federal tax treatment described as consistent with a prepaid forward contract.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured autocallable medium-term senior notes linked to the worst performer of the Dow Jones Industrial Average and the Nasdaq-100 Index®. The notes do not pay interest and do not guarantee return of principal.

Each note has a $1,000 stated principal amount and may be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial level, paying $1,000 plus a fixed premium that steps up over time, up to 51.75% of principal on the final valuation date. If not called, at maturity investors receive $1,000 plus the final premium if the worst-performing index is at or above its initial level, $1,000 if it is below the initial level but at or above 70.00% of that level, or $1,000 plus 1-to-1 downside exposure to its negative return if it finishes below the barrier, which can result in a substantial or total loss.

The issue price is $1,000 per note, with an estimated value on the pricing date of at least $909.50 based on Citigroup Global Markets Inc.’s models. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the notes are expected to have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Medium-Term Senior Notes, Series N buffer securities linked to the Nasdaq-100 Index®, with a $1,000 stated principal amount per security and maturity on July 27, 2028.

The notes pay no interest and return at maturity depends on index performance. Investors receive 200% of any index gain, capped at a maximum return of at least $320 per security (≥32%). A 10% buffer protects against moderate declines, but losses beyond that are 1-for-1. Investors forgo dividends, face credit risk of both issuers, and may encounter limited or no secondary market. The estimated value on the pricing date is expected to be at least $939.50 per security, below the issue price, reflecting selling, structuring, and hedging costs.