Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering unsecured, callable contingent coupon equity-linked securities due October 27, 2028. Coupons accrue only if, on each valuation date, the worst performing of the Nasdaq-100, Russell 2000, and S&P 500 closes at or above 70% of its initial value. The indicative contingent coupon is at least 0.8292% per month (approximately at least 9.95% per annum), set on the pricing date.

The notes may be called in whole on specified dates; if called, holders receive $1,000 plus any due coupon. If held to maturity and the worst performer is at or above its 60% final barrier, repayment is $1,000 (plus any final coupon). Otherwise, repayment equals $1,000 plus $1,000 times the worst performer’s return, which can result in substantial loss, up to zero.

The issue price is $1,000 per security, with an underwriting fee up to $7.50 and per-security proceeds of $992.50 to the issuer. The estimated value on the pricing date is expected to be at least $936.00 per security. The securities are not listed and all payments are subject to the credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc. is offering unsecured, autocallable senior notes linked to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500, fully and unconditionally guaranteed by Citigroup Inc. The notes pay no interest and may redeem early if, on a valuation date, the worst-performing index is at or above its initial level, returning $1,000 plus a set premium.

If held to maturity (October 25, 2030) and not redeemed early, outcomes are: $1,000 + premium if the worst performer is at or above its initial level; $1,000 if it is below initial but at or above the 70% barrier; or $1,000 plus 1‑for‑1 downside if it is below the barrier. Minimum premiums by date range from 8.86% (Oct 23, 2026) to 44.30% (Oct 22, 2030). Issue price is $1,000 per note, with an underwriting fee up to $41.25 and per‑note proceeds of $958.75. The preliminary estimated value on the pricing date is expected to be at least $891.50 per note. The notes will not be listed and are subject to the credit risk of both issuers.

Citigroup Global Markets Holdings Inc. is offering unsecured, autocallable notes linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index, and the S&P 500 Index, due October 24, 2030. The notes are guaranteed by Citigroup Inc., pay no interest, and may redeem early for a fixed premium if the worst performing index on an observation date is at or above its initial value.

Minimum premiums are 8.45% (2026), 16.90% (2027), 25.35% (2028), 33.80% (2029) and 42.25% (2030). If not redeemed, maturity outcomes depend on the worst performer: principal plus premium if at or above initial; principal only if below initial but at or above the 65% barrier; or 1‑for‑1 downside below the barrier. The notes will not be listed. Issue price is $1,000 per note, with an underwriting fee of up to $41.25 and per‑note proceeds of $958.75; the estimated value on the pricing date is expected to be at least $895.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., announced preliminary terms for Autocallable Contingent Coupon Equity Linked Securities tied to the worst performer of the Nasdaq-100, Russell 2000, and S&P 500. Each $1,000 security targets a contingent coupon of at least 0.6458% per period (approximately at least 7.75% per annum), paid only if the worst-performing index on a valuation date is at or above its 75% coupon barrier.

The notes may be automatically redeemed on set dates starting October 28, 2026 if the worst performer is at or above its initial value, returning $1,000 plus the applicable coupon. If not called, at maturity on October 31, 2030 investors receive $1,000 if the worst performer is at or above its 70% final barrier; otherwise principal is reduced one-for-one with the index decline, potentially to zero. The securities are unsecured, not listed, and subject to the credit risk of the issuer and guarantor.

Issue price is $1,000 with an underwriting fee of up to $40.75 and per-security proceeds to the issuer of $959.25. The issuer currently expects an estimated value of at least $898 per security on the pricing date.

Citigroup Global Markets Holdings Inc. is offering unsecured, autocallable securities linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, guaranteed by Citigroup Inc. The notes pay no interest and may redeem early at a premium if, on a valuation date, the worst performer is at or above 90.00% of its initial value. If not redeemed, at maturity on November 5, 2030 you receive: principal plus a premium if the worst performer is at or above its 90.00% autocall barrier; principal only if it is below 90.00% but at or above the 75.00% final barrier; or a 1‑for‑1 loss if it is below the 75.00% final barrier.

Premiums (as a percentage of principal) are set on the pricing date and will be at least 8.00% on November 3, 2026, stepping up to 40.00% on October 31, 2030. Issue price is $1,000 per security, with an underwriting fee of up to $20.00 and proceeds to the issuer of $980.00 per security; selected dealers may also receive up to a $8.00 structuring fee. The estimated value on the pricing date is expected to be at least $924.00 per security. 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., 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., launched market-linked notes tied to an equally weighted basket of the Dow Jones Industrial Average and the EURO STOXX 50. Each note has a $1,000 stated principal amount, a pricing date of October 17, 2025, and matures on October 21, 2027. The payment at maturity equals the principal plus a return amount if the basket gains, based on a 100% upside participation rate, and is capped at a maximum return of $110 per note (11%).

If the final basket value is less than or equal to the initial value, investors receive only the $1,000 principal. The notes will not be listed on any exchange and do not pay dividends on the underlying indices. Citigroup currently expects an estimated value of at least $922.50 per note on the pricing date. CGMI is the underwriter, acting as principal, with an underwriting fee of up to $18.50 per note. For U.S. federal income tax purposes, counsel believes the notes should be treated as contingent payment debt instruments.

Citigroup Global Markets Holdings Inc. filed a preliminary 424(b)(2) pricing supplement for unsecured senior Buffered Digital Equity‑Linked Notes linked to CoreWeave, Inc. Class A common stock (CRWV), fully and unconditionally guaranteed by Citigroup Inc. The notes do not pay interest and repay a variable amount at maturity based on the underlier’s performance from trade date to the determination date (expected in 13–15 months).

If the final underlier value is at least 75.00% of the initial value, holders receive a fixed threshold settlement amount expected between $1,369.60 and $1,433.70 per $1,000 note (a 36.96%–43.37% contingent return). If the underlier declines by more than the 25.00% threshold amount, repayment decreases by about 1.3333% of principal for each additional 1% decline, up to total loss.

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