[Form 4] Citigroup Inc. Insider Trading Activity

Rhea-AI Filing Summary

UBS AG (London Branch) is offering $235,000 of Trigger Autocallable Contingent Yield Notes linked to the common stock of NVIDIA Corporation (NVDA).

Key commercial terms

• Issue price: $10.00 per note; minimum purchase 100 notes.
• Trade date: 3 Jul 2025; maturity: 8 Jul 2027 (≈2 years) unless called earlier.
• Contingent coupon: 15.26 % p.a. (≈$0.2543 per $10 note) paid bimonthly only if the NVDA closing price on an observation date is ≥ coupon barrier = $111.54 (70 % of initial level).
• Automatic call: triggered on any observation date (except final) if NVDA ≥ initial level = $159.34. Holder then receives principal + coupon; no further payments.
• Principal at risk: if not called and final NVDA level ≥ downside threshold = $111.54, investor receives full principal. If final level < threshold, repayment = $10 × (1 + underlying return); losses mirror NVDA decline and can reach 100 % of principal.
• Estimated initial value: $9.78, 2.2 % below issue price, reflecting fees and hedging costs.
• Secondary market: None assured; UBS Securities LLC may provide limited liquidity but may cease at any time.

Risk highlights

• Equity risk: exposure to NVDA share volatility; single-stock concentration increases idiosyncratic risk.
• Credit risk: payment obligations rely on UBS; noteholders rank as unsecured creditors.
• No guaranteed coupons; investors may receive little or no income.
• Potential loss of principal below downside threshold; contingent protection applies only at maturity.
• Liquidity and valuation risk: bid/offer spreads and lack of listing may result in material secondary-market discounts.

Investor profile: Suitable only for investors who (1) seek enhanced income, (2) can tolerate full downside exposure to NVDA below the 70 % barrier, (3) understand contingent coupon structures, and (4) are comfortable with UBS credit exposure and limited liquidity.

Positive

• High income potential: 15.26 % annual coupon—well above traditional investment-grade yields, payable as long as NVDA stays ≥70 % of the initial level.
• Moderate buffer: 30 % downside barrier provides conditional principal protection at maturity if NVDA does not breach.
• Early exit feature: Automatic call allows capital recovery plus coupon if NVDA performs, potentially shortening duration.

Negative

• Principal at risk: If NVDA falls >30 % by final valuation, losses mirror share decline and can reach 100 %.
• No guaranteed income: Coupons are forfeited whenever NVDA closes below the barrier; investors may receive zero yield.
• Credit exposure: Payments depend on UBS; Swiss bail-in regime could impose write-downs.
• Liquidity constraints: Notes are unlisted; secondary trades, if any, may occur at significant discounts.
• Estimated value discount: Issue price exceeds internal valuation by 2.2 %, creating immediate mark-to-market drag.

Insights

Structured-Products Analyst

TL;DR High 15.26 % coupon attractive, but investors assume NVDA volatility and UBS credit risk; protection contingent, liquidity limited.

The note delivers an above-market coupon by selling deep downside protection and upside participation. A 70 % barrier offers moderate cushion, yet NVDA’s historic volatility (~45 % 1-yr) means breaches are plausible. Automatic call likelihood is elevated early if NVDA remains strong, shortening duration and reinvestment prospects. The 2.2 % premium over estimated value is typical but immediately dilutive. UBS senior debt trades investment-grade, but bail-in powers under Swiss law add tail risk. Overall payoff is asymmetric: best case ≈30.5 % total return over two years if all coupons paid and no call; worst case 100 % loss. Product is niche and does not materially affect UBS or NVDA fundamentals—impact primarily on retail yield seekers.

Credit & Risk Specialist

TL;DR Structure embeds full UBS credit exposure and single-stock downside; lack of listing magnifies exit risk—suitable only for informed, risk-tolerant buyers.

Because the notes are senior unsecured debt, repayment depends on UBS solvency. FINMA resolution powers could impose write-down or conversion, an often-overlooked risk. The single-name link to NVDA eliminates diversification; any sector-specific shock (e.g., semiconductor cycle, AI demand shifts) directly endangers coupons and principal. Absence of a committed secondary market limits tactical exits, and any liquidity will price off UBS’ internal models, usually at a discount once the sales concession amortises. Tax treatment (pre-paid derivative) is uncertain; holders may face ordinary income recognition without cash flows. From a portfolio-risk standpoint, the instrument should be capped at <1 % exposure and funded from speculative allocation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

COLE TITILOPE

(Last) (First) (Middle)

CITIGROUP INC., CORPORATE LAW DEPARTMENT

388 GREENWICH STREET

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		A		12.7722(1)	A	$83.528	70,963.8376	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Deferred shares awarded under the Issuer's Compensation Plan for Non-Employee Directors.

	Titilope Cole by Joseph B. Wollard, Attorney-in-Fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What coupon rate do the UBS NVDA Trigger Autocall Notes pay?

The notes offer a 15.26 % per-annum contingent coupon, payable bimonthly only if NVIDIA’s closing price is at or above $111.54 on each observation date.

When can the notes be automatically called?

UBS will automatically call the notes on any observation date before maturity if NVIDIA closes at or above the initial level of $159.34.

What is the downside threshold for principal protection?

Principal is repaid in full at maturity only if the final NVDA level is $111.54 or higher (70 % of the initial level).

How much could I lose if NVIDIA falls sharply?

If the final NVDA level is below the downside threshold, your repayment equals $10 × (1 + price return); a 40 % drop would mean a 40 % loss of principal.

Is there a secondary market for these notes?

The notes are not listed; UBS Securities LLC may provide limited liquidity, but you may have to sell at a substantial discount.

What is the estimated initial value versus the issue price?

UBS estimates the initial value at $9.78, about 2.2 % below the $10 issue price due to fees and hedging costs.

Do I bear UBS credit risk?

Yes. The notes are unsecured UBS debt; a UBS default or Swiss regulatory bail-in could result in partial or total loss.