Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol C), is offering Autocallable Contingent Coupon Equity Linked Securities linked to United Parcel Service, Inc. (UPS), due November 1, 2028. These unsecured notes may pay a contingent coupon at an annualized rate of at least 11.15%, but only if UPS’s closing value on each valuation date is at or above the coupon barrier.

The notes can be automatically called on specified dates if UPS is at or above its initial value, returning $1,000 per note plus the related coupon. If not called and UPS finishes below the final barrier (each barrier set at 70% of the initial value), repayment of principal is reduced one-for-one with the decline, down to zero. Investors do not receive dividends or upside beyond coupons.

The securities will not be listed. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Per security economics: issue price $1,000, underwriting fee $40, and proceeds to issuer $960. The issuer currently expects an estimated value of at least $869.50 per security on the pricing date.

Citigroup Global Markets Holdings Inc. is offering unsecured, autocallable contingent coupon equity-linked securities tied to Target Corporation (TGT), fully and unconditionally guaranteed by Citigroup Inc. The notes are due November 1, 2028 and are issued at $1,000 per security. They pay a contingent coupon of at least 2.8125% per quarter (equivalent to at least 11.25% per annum) only if Target’s closing value on the applicable valuation date is at or above the coupon barrier, set at 60% of the initial value.

The notes may be automatically redeemed on specified potential autocall dates if Target’s closing value is at or above the initial value, returning $1,000 plus the coupon. If not called, maturity outcomes are binary: if the final value ≥ 60% of the initial, investors receive $1,000 (plus the final coupon if applicable); if the final value < 60%, the payoff equals $1,000 + ($1,000 × underlying return), which can be significantly less than principal, down to zero. The securities will not be listed and are subject to the credit risk of the issuer and guarantor. The underwriting fee is $40 per security (proceeds to issuer $960), and the issuer’s estimated value on the pricing date is expected to be at least $883 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering market-linked notes tied to an equally weighted basket of the Dow Jones Industrial Average and the EURO STOXX 50. Each note has a stated principal amount of $1,000, with pricing on October 17, 2025, issuance on October 22, 2025, a valuation date on October 18, 2027, and maturity on October 21, 2027.

At maturity, investors receive the principal plus a return only if the final basket value exceeds the initial basket value, calculated at a 100% upside participation rate and capped by a maximum return of $110.00 per note (11.00%). If the basket does not appreciate, the return amount is $0 and payment equals principal, subject to issuer and guarantor credit.

The notes will not be listed on any exchange. The issuer expects an estimated value of at least $922.50 per note on the pricing date. Underwriting fees are up to $18.50 per note, with dealers eligible for up to $17.50 selling concession and $1.00 structuring fee per note.

Citigroup Global Markets Holdings Inc. is offering buffered digital equity‑linked notes tied to the Class A common stock of CoreWeave, Inc. (CRWV), fully and unconditionally guaranteed by Citigroup Inc. The notes pay no interest and return at maturity depends on the underlier’s performance over an expected 13–15 month term.

If the final underlier value is at or above 75.00% of the initial value, holders receive a fixed threshold settlement amount expected to be between $1,369.60 and $1,433.70 per $1,000 note, a contingent return of 36.96%–43.37%. If the underlier declines by more than the 25.00% threshold amount, the payoff falls by approximately 1.3333% of principal for each additional 1% decline, and investors could lose all principal.

The notes are unsecured senior debt of Citigroup Global Markets Holdings Inc., subject to the credit risk of both the issuer and guarantor, will not be listed, and may have limited or no liquidity. CGMI is the underwriter and calculation agent. The issuer expects the estimated value on the trade date to be $949.20–$969.20 per note, below the issue price, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a 424(b)(2) preliminary pricing supplement for Callable Contingent Coupon Equity Linked Securities tied to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500. Each $1,000 security may pay a contingent coupon of at least 7.35% per annum (3.675% per period) only if, on the prior valuation date, the worst-performing index closes at or above its coupon barrier, set at 60% of its initial value. The notes are callable at issuer’s option on specified coupon dates, are unsecured, and carry the credit risk of both the issuer and guarantor.

Key dates: pricing October 31, 2025; issue November 5, 2025; maturity November 3, 2028. If not called, repayment depends on the final value of the worst performer: at or above its 60% final barrier returns $1,000 (plus any due coupon); below the barrier reduces principal 1-for-1 with the index decline. The securities will not be listed. The issue price is $1,000, with an underwriting fee of up to $15 per security and estimated value of at least $919 on the pricing date. Per-security proceeds to the issuer are shown as $985 assuming the maximum fee.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a preliminary 424(b)(2) pricing supplement for callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index, and the S&P 500 Index, due April 23, 2027.

The notes pay a contingent coupon of at least 0.9583% per period (approximately at least 11.50% per annum) only if, on each valuation date, the worst-performing index is at or above its coupon barrier set at 70% of its initial value. If not called, principal is repaid at par only if the worst performer on the final valuation date is at or above its final barrier (also 70%); otherwise, repayment is reduced 1-for-1 with the index decline, potentially to zero. The issuer may call the notes on designated dates, paying $1,000 plus any due coupon.

Each security has a $1,000 stated principal amount and will not be listed. The estimated value on the pricing date is expected to be at least $929 per security, below the issue price. CGMI may pay selected dealers up to $3.75 per security and other service providers up to $3.50 per security. All payments are subject to the credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc. filed a 424B2 for Bearish Market‑Linked Notes linked to the Nasdaq‑100 Index, due January 25, 2027, and fully guaranteed by Citigroup Inc. Each note has a $1,000 stated principal amount. At maturity, you receive $1,000 plus a return amount if the final index value is below the initial value, capped by the maximum return at maturity; if the index is at or above the initial value, you receive $1,000. The participation rate is 100%, and the maximum return will be set on the pricing date at no less than $159.50 per note.

Key dates: pricing October 20, 2025; issue October 23, 2025; valuation January 20, 2027; maturity January 25, 2027. The estimated value on the pricing date is expected to be at least $943.50 per note, less than the issue price. The notes will not be listed on any exchange. CGMI acts as principal underwriter and will not receive any underwriting fee for notes sold. Tax is expected to follow debt treatment as contingent payment debt instruments; for Non‑U.S. holders, payments are not expected to be subject to Section 871(m) given the inverse link, subject to conditions. The filing highlights complexity, capped upside, no dividends, and potential secondary‑market illiquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq-100, Russell 2000, and S&P 500, maturing on November 3, 2028.

The notes pay a contingent coupon of at least 4.30% of principal on each payment date (equivalent to at least 8.60% per annum) only if the worst-performing index on the preceding valuation date is at or above its coupon barrier. Both the coupon barrier and final barrier are set at 60% of the initial index value. If not called and the worst-performing index finishes below its final barrier at maturity, repayment is reduced 1-for-1 with the index decline, down to zero; no upside participation or dividends are paid.

The issuer may call the notes, in whole, on specified semiannual dates for $1,000 per security plus any applicable coupon. The issue price is $1,000 per security; the estimated value on the pricing date is expected to be at least $934.50. The notes will not be listed and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc. filed a 424(b)(2) preliminary pricing supplement for Callable Contingent Coupon Equity Linked Securities due October 27, 2028, fully and unconditionally guaranteed by Citigroup Inc. The notes pay a contingent coupon of at least 0.9042% per month (approximately 10.85% per annum) only if, on each valuation date, the worst performing of the Nasdaq-100 Index, Russell 2000 Index, and Utilities Select Sector SPDR Fund closes at or above its coupon barrier.

Both the coupon barrier and the final barrier for each underlying are set at 70.00% of its initial value. The issuer may call the notes, in whole, on specified potential redemption dates; if called, holders receive $1,000 per security plus any applicable coupon. If held to maturity and the worst performing underlying is at or above its final barrier, investors receive $1,000; otherwise the payoff equals $1,000 + $1,000 × underlying return of the worst performer, which can result in a substantial loss, up to total loss.

The securities are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and have an expected estimated value of at least $921 per $1,000 on the pricing date.