Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering Contingent Income Auto-Callable Securities maturing in July 2028 and linked to the common stock of The Walt Disney Company (DIS).

Capital structure & payment hierarchy
• Unsecured, senior notes of Citigroup Global Markets Holdings Inc.; payments depend on the credit of both the issuer and Citigroup Inc.
• Securities are not FDIC-insured and rank pari-passu with other senior unsecured debt.

Key economic terms

• Denomination: $1,000 per note; aggregate size to be set on pricing date (expected 18 Jul 2025).
• Maturity: 21 Jul 2028 (≈ 3 years) unless automatically redeemed earlier.
• Contingent coupon: ≥2.50 % quarterly (≥10.00 % p.a.) paid only if DIS closes on each quarterly valuation date at or above the downsides threshold (80 % of initial price).
• Automatic early redemption: Beginning Oct 20 2025 and each quarter thereafter, if DIS closes ≥ initial price, investors receive principal + that quarter’s coupon and the note terminates.
• Downside protection: None below the 80 % threshold. Final payment formula (if no call):
    • If DIS ≥ threshold –> $1,000 + last coupon.
    • If DIS < threshold –> $1,000 + ($1,000 × share return). Principal loss is 1-for-1 with DIS decline and can reach 100 %.
• Listing: None; secondary liquidity dependent on Citigroup Global Markets Inc. (CGMI) making a market.
• Estimated value: At least $920 (92 % of issue price) on pricing date, reflecting selling concessions ($22.50) and structuring fee ($5.00).

Illustrative scenarios

• If DIS ≥ initial price on first valuation date: early redemption in ≈3 months; investor receives $1,025 (principal + 1 coupon).
• If DIS never ≥ initial price but stays ≥ threshold and closes at 90 % of initial on final date: investor receives $1,025 (principal + last coupon); coupons paid only on dates when DIS ≥ threshold.
• If DIS closes at 0 on final date: investor receives $0 and loses entire investment.

Risk highlights

• Principal at risk; no guaranteed minimum repayment.
• Coupon is contingent; may receive few or zero payments.
• No upside participation in DIS appreciation beyond coupons.
• Credit risk of Citigroup entities.
• Liquidity risk; notes are unlisted and any market making is discretionary.
• Estimated value < issue price; bid-ask spread and secondary market rate likely lower note values after issuance.

Investor profile: Suited only for investors who (a) want high contingent income, (b) are tactically neutral-to-moderately bullish on DIS over the next three years, (c) can tolerate full principal loss and limited liquidity, and (d) understand tax complexity of prepaid forward treatment.

UBS AG London Branch is offering Trigger Callable Contingent Yield Notes maturing on or about 3 Aug 2028. The $1,000-denominated notes are linked to the least-performing of three equity benchmarks—the Dow Jones Industrial Average (INDU), Nasdaq-100 Technology Sector Index (NDXT) and Russell 2000 Index (RTY).

Income profile. The notes pay a contingent coupon of 9.00% p.a. (≈ 0.75% monthly). A coupon is paid only if, on the relevant monthly observation date, all three indices close at or above 60% of their initial levels (the “coupon barrier”). Miss any barrier and that month’s coupon is forfeited.

Issuer call. UBS may redeem the notes in whole, quarterly after six months. Upon call, investors receive par plus any due coupon; no further payments accrue. This embeds re-investment risk for holders if rates fall.

Principal risk. If the notes are not called and, on the final valuation date (31 Jul 2028), any index finishes below its 60% downside threshold, repayment equals $1,000 × (1 + return of the worst index). Investors therefore face up to 100% capital loss. If all indices remain at or above the threshold, par is repaid.

• Trade date: 31 Jul 2025; settlement: 5 Aug 2025
• Estimated initial value: $950.80–$980.80 (95.1%–98.1% of issue price) reflecting dealer spread and hedging costs
• Underwriting discount: $2.50 per note; marketing fee up to $5.00 possible
• Secondary market: notes will not be listed; UBS Securities LLC may provide liquidity but is not obliged to do so

Key risks.

• No guarantee of any coupons; higher coupon compensates for elevated risk
• Exposure to three indices increases barrier-breach probability—particularly given low historical correlation
• Callable structure caps upside and may lead to early redemption when coupons are most attractive
• Credit risk of UBS AG; notes are senior unsecured obligations
• Initial value below issue price implies negative carry if sold early

Investor profile. Suitable only for investors who (1) can tolerate loss of principal, (2) seek high conditional income, (3) understand equity-index and issuer credit risk, and (4) accept limited liquidity and reinvestment uncertainty.

Calidi Biotherapeutics, Inc. (NYSE American: CLDI) filed Prospectus Supplement No. 1 and an accompanying Current Report covering a warrant inducement transaction dated July 9–10, 2025.

Key terms of the transaction:

• Immediate exercise: Seven existing investors exercised an aggregate 6,595,000 previously issued Series A, B-1, C-1, D, E and F warrants at $0.70 per share (roughly the July 9 closing price), generating ~$4.6 million gross proceeds before fees.
• New warrants issued: In exchange, the same investors will receive 6,595,000 unregistered Series H warrants (exercise price $0.70, exercisable after six months, 66-month term).
• Placement agent fees: Ladenburg Thalmann earns an 8 % cash fee plus a 1 % management fee and legal reimbursements.
• Use of proceeds: “General corporate purposes.”
• Share count & price context: 34,520,580 voting shares outstanding (ex-escrow) as of July 9, 2025; share price $0.70.
• Future obligations: Company will file an S-1 within 15 days to register resale of Series H warrant shares and seek effectiveness within 45/75 days.
• Financing restrictions: No new share issuances (other than Form S-8) for 15 days and no variable-rate financings for six months post-closing.

The transaction closes on or about July 10, 2025. When combined, the exercised shares (19 % dilution) plus potential Series H shares (another 19 %) could expand the public float by up to 13.19 million shares, or roughly 38 % of current outstanding stock, if fully exercised.

While the cash infusion strengthens near-term liquidity without a steep discount, investors must weigh the material dilution and the issuance of long-dated warrants that could cap upside until absorbed by the market.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc. (NYSE: C), is offering $84.825 million of Autocallable S&P 500 Index-Linked Notes (Series N) that settle on 15 Jul 2025 and mature on 12 Jul 2028, unless redeemed earlier. Each note has a $1,000 stated principal and pays no interest.

Automatic call mechanics: the notes are automatically redeemed if the S&P 500 (initial level 6,225.52) closes at or above that level on either observation date (16 Jul 2026 or 8 Jul 2027). Early redemption pays:

• 7.55% premium ($1,075.50) on first call
• 15.10% premium ($1,151.00) on second call

Payment at maturity (if not called): • If final index level ≥ initial, investors receive $1,000 plus the greater of 22.65% or 300% of index return. • If final level is 80–99.99% of initial, principal is returned. • If final level <80% of initial, principal is reduced dollar-for-dollar with index loss, exposing holders to up to 100% loss.

Pricing & fees: Issue price $1,000; underwriting discount $30 (3%); estimated value $972—implying an initial value deficit of 2.8%. CGMI and affiliates may earn additional hedging profits. The notes will not be listed; secondary liquidity is solely dependent on CGMI’s discretionary market-making.

Risk highlights: Investors face (i) full downside below the 20% buffer, (ii) no dividend or interest income, (iii) credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., and (iv) potential difficulty exiting positions before maturity. Tax treatment is uncertain; the issuer intends to treat the notes as prepaid forward contracts.

Use of proceeds & hedging: Part of net proceeds ($82.28 million after fees) will hedge the issuer’s obligations. CGMI is calculation agent; CUSIP 17333LGC3.

Given the modest deal size relative to Citigroup’s balance sheet, the transaction is immaterial at the corporate level but offers fee income and funding benefits. For investors, return potential is capped by the call premiums and contingent on specific index levels, while downside is significant.

Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, is offering Enhanced Buffered Jump Securities with Downside Factor due 29 July 2026. The notes are principal-at-risk, unsecured and senior; they pay no periodic interest and returns depend entirely on the closing level of an equally-weighted stock basket comprising Microsoft (MSFT), Amazon.com (AMZN), CrowdStrike (CRWD) and Broadcom (AVGO).

Key economic terms

• Stated principal: $1,000 per security; minimum investment $10,000.
• Issue / pricing date: 11 July 2025; Maturity: 29 July 2026 (≈ 1 year).
• Buffer level: 90% of initial basket level (10 % buffer).
• Upside payment: at least $140 (≥ 14 %) if final basket level ≥ buffer level, regardless of how high the basket rises.
• Downside: if final level < buffer, repayment = principal + [principal × (underlier change + 10 %) × 1.1111]. Investors lose 1.1111 % of principal for each 1 % basket decline beyond the 10 % buffer, with no minimum redemption amount (possible 100 % loss).
• Estimated value on pricing date: ≈ $969.70 (3.0 % discount to issue price), reflecting internal funding rate and structuring/hedging costs.
• Agent commission: $10 (1.0 %) per note; proceeds to issuer $990.
• Secondary market: unlisted; MS & Co. may make a market but is not obligated.
• Credit exposure: investors bear Morgan Stanley credit risk; MSFL has no independent assets.
• CUSIP/ISIN: 61778NJY8 / US61778NJY85

Illustrative payout

• If basket ↑ 100 %, investor still caps at $1,140 (14% gain).
• If basket ↓ 10 %, investor still receives $1,140 (because final ≥ buffer).
• If basket ↓ 15 %, loss = (-5 % × 1.1111) → redemption ≈ $944.45.
• If basket ↓ 85 %, redemption ≈ $166.67 (83.333 % loss).

Principal risks

• No principal protection and limited upside.
• Performance measured only on observation date (24 Jul 2026); interim gains are ignored.
• Market value may be volatile and typically lower than issue price due to fees, bid-offer and credit spreads.
• Concentration in four large-cap technology/cyber-security/semi stocks introduces sector-specific volatility.
• Tax treatment uncertain; issuer expects treatment as prepaid financial contract, but IRS could differ.
• Notes are subject to Morgan Stanley’s creditworthiness; any downgrade could depress secondary prices.

Use case: Suitable only for investors willing to accept issuer credit risk, potential full loss of capital and a fixed 14 % cap in exchange for a 10 % buffer on a one-year tech-heavy basket.

UBS AG is offering $338,000 of four-year Trigger Autocallable Notes linked to the worst performer among the MSCI EAFE®, MSCI® Emerging Markets and S&P 500® indices. The unsecured senior notes pay no coupons but can be automatically called quarterly, starting 12 months after settlement, if all three indices close at or above their respective Call Thresholds (100 % of the initial level). An automatic call returns principal plus a Call Return that accrues at 10.25 % per annum, rising from 10.25 % on the first call date to 41 % at maturity.

If the notes are not called, repayment at maturity depends on index performance:

• All indices ≥ Downside Threshold (60 % of initial): principal is repaid.
• Any index < Downside Threshold: investors receive $1,000 × (1 + Worst-Index Return), incurring a loss equivalent to the worst performer; a ≥ 40 % index decline triggers capital loss up to 100 %.

Key terms:

• Issuer: UBS AG, London Branch. Senior unsecured obligations; subject to UBS credit risk.
• Issue price: $1,000; estimated initial value: $968.30 (includes dealer margin and hedging costs).
• Trade / Settle / Maturity: 9 Jul 2025 / 14 Jul 2025 / 12 Jul 2029.
• Observation dates: quarterly; settlement three business days later.
• Call Return schedule: 10.25 % → 41.00 % (see table).
• Not listed; secondary liquidity solely through dealer discretion.

Principal risks: (i) capital loss if any index falls > 40 %, (ii) 100 % Call Threshold makes early redemption dependent on all indices, (iii) no dividends or interest, (iv) currency and emerging-market exposure via MXEA & MXEF, (v) pricing and liquidity driven by UBS; bid-offer could be materially below theoretical value, (vi) tax treatment uncertain, (vii) potential total loss on UBS default or Swiss bail-in.

The note suits investors seeking equity-linked exposure with capped upside, willing to accept worst-of risk, credit risk and illiquidity in exchange for a potentially attractive fixed Call Return.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., has filed a 424(b)(2) preliminary pricing supplement for a new structured note: Contingent Income Callable Securities due July 2027. The unsecured senior notes are linked to the worst-performing of three U.S. equity indices—the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX)—and carry principal-at-risk features.

Key economic terms:

• Stated principal: $1,000 per note; aggregate amount TBD.
• Tenor: ~2 years (July 2025 – July 2027) unless called earlier at issuer’s discretion on quarterly “potential redemption dates” (first as soon as Oct 23 2025).
• Contingent coupon: ≥2.075% per quarter (≥8.30% p.a.) paid only if, throughout each observation period, none of the indices closes below 65 % of its initial level. A single breach (“coupon barrier event”) eliminates that quarter’s payment.
• Downside threshold: 65 % of initial level. If, at final valuation, the worst index is below this level, repayment is $1,000 + $1,000×index return, exposing investors to a 1-for-1 loss down to zero.
• Issuer call: Citigroup may redeem at par plus any due coupon; investors face reinvestment risk and truncated yield.
• Estimated value on pricing date: ≥$918 (< issue price), reflecting structuring & selling costs, hedging profit and Citi’s internal funding rate.
• Fees: $20 underwriting per note (incl. $15 dealer concession and $5 MSWM structuring fee).
• Listing: None; secondary liquidity relies solely on CGMI’s discretionary market-making.

Risk highlights (see “Summary Risk Factors”): potential 100 % principal loss; coupon uncertainty; exposure to each index’s idiosyncratic risk; adverse call timing; value erosion due to fees and bid-ask spreads; credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; uncertain tax treatment.

Investor profile: suitable only for investors seeking enhanced yield, prepared for high downside and liquidity risks, and comfortable with Citi credit exposure. The filing does not impact Citigroup’s common equity holders materially; it represents routine funding activity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., intends to issue 13-month Autocallable Contingent Coupon Securities tied to the worst performer of the Nasdaq-100 Index (NDX) and the Russell 2000 Index (RTY).

The notes pay a contingent monthly coupon of at least 10.30% p.a. only when the worst performer’s closing value is ≥ 75% of its initial level (coupon barrier). Beginning six months after issuance, the securities will be automatically called at par plus the coupon if the worst performer closes at or above its initial level on any monthly valuation date.

If the notes are not autocalled, principal repayment at maturity depends on the final worst-performer level: (i) return of full principal if the level is ≥ 75% of initial; (ii) a dollar-for-dollar loss if it is below 75%, down to total loss at a -100% return. Investors receive no upside participation beyond coupons.

Hypothetical examples illustrate full redemption at $1,000 when worst-performer returns are down to -25%, but steep losses thereafter (e.g., $749.90 at -25.01%, $0 at -100%).

The securities are unsecured and subject to Citigroup credit risk, will not be exchange-listed, and are expected to price on 22 Jul 2025 with maturity on 27 Aug 2026. Key risks include potential total principal loss, coupon deferral, multi-underlying correlation risk, secondary-market illiquidity and uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering unsecured, two-year Callable Contingent Coupon Equity-Linked Securities linked to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index.

Structure

• Denomination: $1,000 per note.
• Coupon: at least 0.6833% per month (≈8.20% p.a.) paid only if, on the relevant valuation date, the worst performing index is ≥ 70 % of its initial level (the "coupon barrier").
• Tenor: Issue 21-Jul-2025, maturity 21-Jul-2027, unless earlier redeemed.
• Issuer Call: The issuer may redeem at par on any monthly payment date from 16-Jul-2026 to 16-Jun-2027, plus any due coupon.
• Protection level: 70 % final barrier. If the worst index closes ≥ 70 % of its initial level on the final valuation date, principal is repaid at par; otherwise repayment equals $1,000 + ($1,000 × index return), exposing investors to 1:1 downside below the barrier, potentially to zero.
• Estimated value: ≥ $931 on the pricing date, below the $1,000 issue price, reflecting distribution and hedging costs.
• Listing: No exchange listing; secondary liquidity, if any, will be provided solely by Citigroup Global Markets Inc. (CGMI).

Risk highlights

• Principal risk: no minimum repayment; up to 100 % loss if the worst index falls to zero.
• Contingent income: coupons cease for any period in which the worst index breaches the 70 % barrier.
• Issuer call risk: notes may be redeemed when conditions favour the issuer, capping investors’ yield.
• Credit exposure: payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Liquidity: not listed; CGMI may discontinue market-making at any time.
• Tax treatment: uncertain; Citigroup expects to treat the notes as prepaid forward contracts with taxable coupons, but the IRS could assert a different view.

This 424(b)(2) preliminary pricing supplement is not an offer or final terms; figures such as the coupon rate and estimated value will be fixed on the 16-Jul-2025 pricing date.