Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Barrier Securities linked to the performance of the Nasdaq-100 Index® and S&P 500® Index, due July 6, 2028. The securities, with a stated principal amount of $1,000 per unit, offer unique features including:

• No regular interest payments
• Potential automatic early redemption with 12% premium if worst-performing index meets threshold on June 30, 2026
• At maturity, if not called early: - Upside participation rate of at least 151% if worst-performing index appreciates - Return of principal if worst-performing index declines but stays above 70% barrier - 1:1 downside exposure if worst-performing index falls below 70% barrier
• Full credit risk exposure to Citigroup

The estimated value on pricing date will be at least $920.50 per security, below the issue price. CGMI will pay dealers up to $5.00 per security in structuring fees. The securities are not bank deposits and lack FDIC insurance.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing $2 million of Contingent Income Auto-Callable Securities maturing 24 June 2027. The notes are linked to the price performance of Upstart Holdings, Inc. (UPST) common stock and are principal-at-risk, unsecured and unsubordinated obligations of the issuer.

Key structural features

• Contingent coupon: 7.00% of face value per quarter (28.00% p.a.) payable only if UPST closes on the relevant valuation date at or above the Coupon Barrier of $26.70 (50% of the initial price). Missed coupons accrue and are paid on the next date the barrier is met; otherwise they are permanently forfeited.
• Automatic early redemption: Beginning 18 Sep 2025, the notes will be called at face value plus the applicable coupon if UPST closes at or above the Mandatory Redemption Price of $42.72 (80% of the initial price) on any quarterly valuation date.
• Payment at maturity: • If UPST final price ≥ $26.70, investor receives $1,000 plus any due coupons. • If UPST final price < $26.70, repayment equals $1,000 × (Final Price ÷ Initial Price), exposing investors to losses down to zero; no coupons are paid.
• Issue economics: Issue price $1,000; estimated value $986; underwriting/selling concession $20 in total ($15 dealer, $5 structuring fee). Net proceeds to issuer $980 per note.
• Liquidity & listing: The securities will not be listed on any exchange; resale will rely on dealer bid, creating potential liquidity constraints.

Risk highlights for investors

• Market risk: Investors bear all downside below a 50% threshold and do not benefit from any upside in UPST.
• Credit risk: All payments depend on the solvency of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Valuation risk: Issue price exceeds the dealer-estimated value by $14, representing upfront costs and dealer margin.
• Liquidity risk: No exchange listing and small deal size ($2 million) may limit secondary market depth.

Overall, the note provides a high conditional yield in exchange for significant equity-linked downside and issuer credit exposure. From Citigroup’s perspective, the transaction is immaterial to consolidated funding but illustrates continued use of structured products to raise relatively low-cost, unsecured funding.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, senior, medium-term notes linked to an equally weighted basket of the iShares Silver Trust and the SPDR Gold Trust. The $1,000-denominated notes mature on July 1, 2027, pay no coupons, and will not be listed on any exchange.

Return profile: investors receive (i) $1,000 plus 200% of any positive basket performance, capped at a minimum 30% maximum return (exact cap set on the June 26, 2025 pricing date) or (ii) full principal if the basket is flat to down 10% at maturity. If the basket declines by more than 10% (final value < 90), repayment equals $1,000 × basket return, exposing investors to 1-for-1 downside and the potential for total loss of principal.

Key structural terms: initial basket value = 100; final barrier value = 90; upside participation = 200%; valuation date = June 28, 2027; CUSIP 17333LAB1. The indicative issuer-estimated value is ≥ $902, implying an initial value gap of at least 9.8% versus the $1,000 issue price. CGMI acts as principal underwriter, receiving up to $22.50 (2.25%) per note.

Risk considerations: no interim interest, dividends on the ETFs are forgone, liquidity is limited, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors also face model and valuation uncertainty, as secondary prices may be materially below the issuer-estimated value. The securities are unsuitable for investors unwilling to bear market risk on precious-metal ETFs or credit exposure to Citigroup.

Investor takeaway: the notes provide geared upside participation up to a preset cap with moderate (10%) downside buffer. They may appeal to investors with a moderately bullish view on a gold-silver basket over a two-year horizon but who can tolerate the possibility of significant losses and illiquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc. (ticker C), has filed a preliminary Rule 424(b)(2) pricing supplement for a new structured note offering titled “Barrier Securities Linked to the Russell 2000® Index”.

Key structural features

• Tenor: Approximately 13.5 months (Issue 3 Jul 2025 / Maturity 14 Aug 2026).
• Denomination: US$1,000 per security; securities are unsecured senior notes (Series N) and will not be listed on any exchange.
• Upside mechanics: Investors participate in 200% of any index appreciation, capped by a Maximum Return at Maturity ≥ 16.25% (≥ US$162.50 per note). All upside beyond the cap is forfeited.
• Downside protection: Principal is protected only if the Final Underlying Value ≥ 85% of the Initial Value (the Barrier). If the Russell 2000 closes below the barrier on the valuation date, holders are exposed to 1-for-1 downside and can lose their entire investment.
• Credit & liquidity: All payments rely on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; no FDIC or other governmental insurance. No active secondary market is promised.
• Pricing economics: Issue price US$1,000; variable underwriting fee up to US$20 (2.0%). Estimated value on pricing date expected to be ≥ US$919.50 (≈ 8% discount to issue price), reflecting dealer funding and hedging costs.

Illustrative payoff profile

• Upside Example A: Russell 2000 +5% ⇒ Investor receives US$1,100 (200% participation).
• Upside Example B: Russell 2000 +50% ⇒ Payout capped at US$1,162.50 (16.25% max return).
• Par Example: Index –5% (still above barrier) ⇒ Principal repaid; no gain.
• Downside Example: Index –70% ⇒ Investor receives US$300 (70% loss).

Investor considerations

• Appeals to investors seeking amplified but capped upside with conditional protection.
• Requires comfort with issuer credit risk and potential total loss if barrier breached.
• Opportunity cost: forfeiture of index dividends and any upside above the cap.

Because the filing does not disclose aggregate deal size and represents a routine structured-product issuance, no material impact to Citigroup’s consolidated financials is expected.

Citigroup Global Markets Holdings Inc. has filed a Preliminary Pricing Supplement (Form 424B2) for Callable Contingent Coupon Equity-Linked Securities maturing on 6 July 2029. The $1,000-denominated senior unsecured notes, fully and unconditionally guaranteed by Citigroup Inc., are linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices.

Key structural terms

• Contingent Coupon: at least 0.8458% per month (≥ 10.15% p.a.) paid only if, on the relevant valuation date, the worst performing index closes ≥ 70% of its initial level (the “coupon barrier”).
• Principal at Risk: at maturity investors receive $1,000 only if the worst performer remains ≥ 70% of its initial level; otherwise redemption equals $1,000 plus performance of that index, exposing holders to losses up to 100% of principal.
• Issuer Call: Citigroup may redeem the notes in whole on any of the 43 specified quarterly “potential redemption dates” (first possible call 30 Sep 2025) at $1,000 plus accrued coupon.
• Credit Exposure: payments rely on Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the notes are not FDIC-insured and will not be exchange-listed.
• Estimated Value: at least $934.00 per note on the pricing date, below the $1,000 issue price; CGMI will receive up to $7.50 underwriting fee per note.

The structure offers a high potential yield relative to conventional Citigroup debt but carries elevated market, reinvestment (call), and credit risks, as well as limited liquidity.

Citigroup Global Markets Holdings has filed a prospectus supplement for Barrier Securities linked to the S&P 500® Index, due July 6, 2029. These structured notes offer modified exposure to S&P 500 performance with the following key features:

• Principal Amount: $1,000 per security
• Upside Participation Rate: 110% with maximum return capped at 55.75%
• Downside Protection: Principal protected unless S&P 500 falls below 85% of initial value
• No periodic interest payments

Key risks include potential loss of principal if the index falls below barrier level, capped upside potential, no dividend participation, and credit risk of Citigroup. The estimated value at pricing ($900.00) is less than issue price, with $27.50 underwriting fee per security. Securities will not be listed on any exchange, potentially limiting liquidity.