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., 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.

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. The notes target a contingent coupon rate of at least 7.35% per annum if, on each valuation date, the worst-performing index closes at or above its coupon barrier (60% of its initial value).

The securities may be called on specified dates, paying $1,000 plus any due coupon. If not called, they mature on November 3, 2028. At maturity, investors receive $1,000 only if the worst-performing index is at or above its 60% final barrier; otherwise, repayment is reduced 1‑for‑1 with the index decline and can be zero. The notes do not pay dividends and do not participate in index upside.

Each security is issued at $1,000, with an underwriting fee of up to $15 and proceeds to the issuer of $985 per security. The estimated value on the pricing date is expected to be at least $919 per security. The notes are unsecured, subject to the credit risk of the issuer and guarantor, and will not be listed on any exchange.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index, and the S&P 500 Index. The notes pay a contingent coupon of at least 0.9583% per month (approximately 11.50% per annum), only if the worst-performing index on the prior valuation date is at or above its coupon barrier set at 70% of its initial value. The issuer may redeem the notes in whole on specified dates for $1,000 per security plus any due coupon.

If not redeemed, the notes mature on April 23, 2027. At maturity, investors receive $1,000 per security if the worst-performing index is at or above its final barrier (70% of initial); otherwise, they receive $1,000 plus $1,000 times that index’s return, which can result in a significant loss, up to total loss. The notes will not be listed. The estimated value on the pricing date is expected to be at least $929 per security, below the $1,000 issue price. CGMI acts as underwriter (no underwriting fee); selected dealers may receive up to $3.75 per security, and other service providers up to $3.50 per security.

Citigroup Global Markets Holdings Inc. is offering unsecured, bearish market‑linked notes tied to the Nasdaq‑100 Index, fully and unconditionally guaranteed by Citigroup Inc. The notes are due January 25, 2027 (pricing date October 20, 2025; issue date October 23, 2025; valuation date January 20, 2027), with a stated principal of $1,000 per note.

At maturity, you receive $1,000 if the index is flat or higher. If the final index value is below the initial value, you receive $1,000 plus a return amount equal to $1,000 × the absolute value of the index return × a 100% participation rate, capped by a maximum return at maturity of at least $159.50 per note. The payment will not exceed $1,000 plus the maximum return.

The notes will not be listed on an exchange. Citigroup currently expects an estimated value of at least $943.50 per note on the pricing date. Investors will not receive dividends on the index. CGMI acts as principal in the distribution and will not receive an underwriting fee; the offering is guaranteed by Citigroup Inc.

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 Index, Russell 2000 Index and S&P 500 Index, due November 3, 2028.

The notes pay a contingent coupon of at least 8.60% per annum (at least 4.30% per period) on $1,000 denominations if, on each valuation date, the worst performing index closes at or above its coupon barrier, set at 60% of its initial value. The issuer may call the notes on specified dates, redeeming at $1,000 plus any coupon.

If not called, at maturity holders receive $1,000 if the worst performing index is at or above its final barrier (60% of initial). Otherwise, the payout equals $1,000 + ($1,000 × underlying return of the worst performer), which can be significantly less than $1,000 and may be zero. The notes are unsecured, not listed, and subject to the credit risk of the issuer and guarantor. The estimated value on the pricing date is expected to be at least $934.50 per security. Non-U.S. investors may face 30% withholding on coupon payments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity‑linked securities tied to the worst performer of the Nasdaq‑100 Index, the Russell 2000 Index, and the Utilities Select Sector SPDR Fund, due October 27, 2028.

The notes have a $1,000 stated principal per security, price on October 24, 2025, and issue on October 29, 2025. They pay a contingent coupon of at least 0.9042% per month (approximately at least 10.85% per annum), only if on the relevant valuation date the worst‑performing underlying is at or above its coupon barrier, set at 70% of its initial value. The issuer may call the notes, in whole, on specified monthly dates, paying $1,000 plus any due coupon.

If not called, at maturity holders receive $1,000 if the worst performer is at or above its 70% final barrier; otherwise, they receive $1,000 plus the underlying return of that worst performer, which can reduce repayment significantly, potentially to zero. The notes will not be listed, carry the credit risk of the issuer and guarantor, and have an estimated value on pricing of at least $921 per security. CGMI acts as underwriter/principal; selected dealers may receive up to $5.00 per security, and certain service providers up to $4.50 per security.