Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a preliminary 424(b)(2) for callable, contingent coupon equity-linked securities tied to Tesla, Inc. The notes may pay a contingent coupon of at least 1.45% per period (equivalent to at least 17.40% per annum) when Tesla’s closing value on the relevant valuation date is at or above the 50% coupon barrier. The notes are not listed and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The securities have a $1,000 stated principal amount per note, price on October 20, 2025, issue on October 23, 2025, and mature on October 25, 2027, unless called on specified dates. At maturity, if not called, investors receive $1,000 if the final value is at or above the 50% final barrier; otherwise the payout is $1,000 plus $1,000 × underlying return, which can be significantly less than principal and as low as $0. Per note economics: issue price $1,000, underwriting fee up to $10, proceeds to issuer $990, and an estimated value of at least $925.50 per security on the pricing date.

Citigroup Global Markets Holdings Inc. filed a preliminary 424(b)(2) pricing supplement for Contingent Income Auto-Callable Securities linked to Alphabet Inc. common stock. The notes pay a 1.6333% monthly contingent coupon (approximately 19.60% per annum) when GOOGL closes at or above 85.00% of the initial share price on each monthly valuation date; missed coupons may be paid later if the threshold is met.

The notes may be automatically redeemed on monthly dates if GOOGL closes at or above the initial share price, returning the $1,000 principal per note plus the applicable coupon (including any previously unpaid coupons). If held to maturity and not called, investors receive principal plus the coupon if the final price is at or above the threshold; otherwise, repayment is reduced by a formula with a 15.00% buffer and a buffer rate of approximately 117.647%, and principal can be significantly reduced.

The securities are principal-at-risk, unlisted, and fully and unconditionally guaranteed by Citigroup Inc. Estimated value on pricing is expected to be at least $946.00 per security. Underwriting fee is $1.00 per $1,000 note; proceeds to issuer are $999.00 per security. Selling concession and a structuring fee of $0.50 each may be paid to Morgan Stanley Wealth Management.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities tied to NVIDIA Corporation, due November 3, 2027. Each $1,000 security pays a contingent coupon of approximately 14.00%–15.00% per annum, but only if NVIDIA’s closing value on the prior valuation date is at or above a coupon barrier set at 65% of the initial value.

The notes may be automatically called on scheduled potential autocall dates if NVIDIA’s closing value is at or above its initial value, returning $1,000 plus the related coupon. If not called and the final value is below the 65% final barrier, investors receive underlying shares (or, at the issuer’s election, cash) equal to the equity ratio, which may be worth substantially less than principal, up to total loss.

The issue price is $1,000 per security, with an underwriting fee of $27.50 and proceeds to issuer of $972.50 per security. The issuer currently expects an estimated value of at least $916 per security on the pricing date. The notes will not be listed and all payments are subject to the credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc. filed a preliminary 424(b)(2) for callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index, and the S&P 500 Index, due October 25, 2028 and fully and unconditionally guaranteed by Citigroup Inc.

Each $1,000 security may pay a contingent coupon of at least 2.3125% per period (at least 9.25% per annum) only if, on the relevant valuation date, the worst performing index is at or above 60% of its initial value. At maturity, if not called, principal is repaid in full only if the worst performer is at or above its 60% final barrier; otherwise repayment is reduced 1-for-1 with the index decline, potentially to zero. The issuer may redeem the notes in whole on scheduled potential redemption dates, paying $1,000 plus any due coupon.

The securities will not be listed. CGMI acts as underwriter (fee up to $3.50 per $1,000; proceeds to issuer $996.50 per security). The estimated value on the pricing date is expected to be at least $940.50 per security. 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., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq‑100 Index and the S&P 500 Index, due April 29, 2027.

The notes pay a contingent coupon of at least 9.15% per annum (0.7625% per month) only if the worst performer on a valuation date is at or above its coupon barrier of 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 of 70%; otherwise repayment is reduced 1:1 with the index decline, potentially to zero. The notes may be automatically called as early as January 26, 2026 if the worst performer is at or above its initial value, paying par plus the coupon. Denomination is $1,000 per note, with an underwriting fee of up to $5 per note and an estimated value of at least $938 on the pricing date. The notes will not be listed and all payments are subject to the credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), filed a 424(b)(2) preliminary pricing supplement for Callable Contingent Coupon Equity Linked Securities tied to the Russell 2000 Index, due October 19, 2029. The notes offer a contingent coupon at an annualized rate of at least 8.25%, paid only if the index closes on each valuation date at or above the coupon barrier, set at 70% of the initial index level. The issuer may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon.

If not called, maturity repayment depends on the index on the final valuation date: receive $1,000 if the final value is at or above the 70% final barrier; otherwise, repayment equals $1,000 + ($1,000 × underlying return), exposing investors to 1-for-1 downside and possibly zero. The notes are unsecured, subject to the credit risk of the issuer and guarantor, and will not be listed. Issue price is $1,000 per security, with an underwriting fee of up to $2.50 and per-security proceeds of $997.50 (assuming maximum fee). The estimated value on the pricing date is expected to be at least $936.50 per security.

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.