Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a 424(b)(2) preliminary pricing supplement for Callable Contingent Coupon Equity Linked Securities due October 20, 2028, linked to the worst performer of the Nasdaq-100, Russell 2000, and S&P 500 indices.

The notes pay a contingent coupon of at least 10.10% per annum (paid quarterly at at least 2.525% per period) if, on the prior valuation date, the worst-performing index is at or above its coupon barrier of 70% of initial value. At maturity, if not called, principal is repaid only if the worst performer is at or above its final barrier of 60% of initial value; otherwise, repayment is reduced 1-for-1 with the index decline, potentially to zero. The issuer may call the notes in whole on specified quarterly dates, paying $1,000 plus any due coupon.

Key terms include a $1,000 stated principal amount per security, pricing on October 17, 2025, issue on October 22, 2025, and quarterly valuation dates through October 17, 2028. The securities are unsecured, subject to the credit risk of Citigroup and its guarantor, will not be listed, and carry an underwriting fee of up to $6.50 per security (minimum proceeds to issuer $993.50). The estimated value on the pricing date is expected to be at least $937.00 per security.

Citigroup Global Markets Holdings Inc. is offering Trigger Callable Yield Notes linked to the least performing of the Nasdaq-100 Index (NDX) and the Russell 2000 Index (RTY), fully and unconditionally guaranteed by Citigroup Inc.

The notes pay a 9.40% per annum monthly coupon (e.g., $0.0783 per $10 note) and are callable at the issuer’s discretion on any monthly coupon date beginning approximately three months after issuance. If not called, at maturity on January 15, 2027 you receive the $10 principal plus the final coupon if the least performing index is at or above its 70% downside threshold; otherwise, repayment is reduced proportionally to the decline, up to a full loss.

Per-note economics: Issue price $10.00, proceeds to issuer $9.90, and an underwriting discount $0.10. The issuer estimates a value of at least $9.755 per note on the trade date. Initial levels and thresholds: NDX 24,579.32 (threshold 17,205.52) and RTY 2,495.499 (threshold 1,746.849). Payments depend on the creditworthiness of the issuer and guarantor.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Russell 2000 Index and the S&P 500 Index, due October 25, 2029. The notes pay a contingent coupon of at least 6.75% per annum (≥0.5625% per period) only if, on each valuation date, the worst-performing index closes at or above its coupon barrier, set at 70% of its initial value.

The issuer may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon. If not redeemed, at maturity investors receive $1,000 if the worst performer is at or above its final barrier (also 70% of initial). Otherwise, repayment is $1,000 plus $1,000 times the worst performer’s return, which can result in substantial loss, up to total loss. The notes are unsecured and subject to the credit risk of both issuers, will not be listed, and may have limited liquidity. Indicative economics include an issue price of $1,000, an estimated value of at least $900 per security on the pricing date, and an underwriting fee of up to $37.50 per security.

Citigroup Global Markets Holdings Inc. filed a preliminary 424(b)(2) for Autocallable Contingent Coupon Equity Linked Securities tied to Tesla, Inc., due November 1, 2028, fully and unconditionally guaranteed by Citigroup Inc. The notes may pay a contingent coupon of at least 4.15% per quarter (equivalent to at least 16.60% per annum) if on each valuation date TSLA closes at or above the coupon barrier value.

The securities are autocallable on specified dates if TSLA’s closing value is greater than or equal to the initial underlying value; if called, holders receive $1,000 plus the related coupon. If not called, maturity payoff is $1,000 if the final value is at or above the final barrier (60% of initial); otherwise, it equals $1,000 + ($1,000 × underlying return), which can be significantly less than $1,000 and may be zero. The notes are not listed and 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 $888.50 per security on the pricing date.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon market‑linked securities tied to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, maturing on October 31, 2035.

The notes pay a contingent coupon of at least 2.25% per quarter (at least 9.00% per annum) if the underlying’s closing value on the prior valuation date is at or above the coupon barrier of 80% of the initial value. They are automatically called if the underlying is at or above its initial value on any listed potential autocall date, in which case holders receive $1,000 plus the coupon. If not called, payment at maturity is the $1,000 stated principal plus any final coupon, subject to the credit risk of the issuer and guarantor.

Issue price is $1,000 per note; the underwriting fee is up to $43 and proceeds to issuer are $957 per note. The issuer expects an estimated value of at least $850 on the pricing date. The securities will not be listed. The underlying employs a 40% volatility target, can use leverage up to 500%, and applies a 6% per annum decrement, which can materially weigh on performance.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a preliminary 424(b)(2) pricing supplement for Callable Contingent Coupon Equity Linked Securities due October 26, 2028. The notes pay a contingent monthly coupon of at least 0.7208% (approximately at least 8.65% per annum) only if the worst performing of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index, and the S&P 500 Index closes at or above its coupon barrier on the prior valuation date.

Both the coupon barrier and final barrier are set at 70% of the initial value for each index. The issuer may redeem the notes in whole on specified dates; if called, holders receive $1,000 plus any coupon due. If held to maturity and the worst performing index is at or above its final barrier, repayment is $1,000 (plus any final coupon). If it is below, principal is reduced 1-for-1 with the index decline, potentially to zero.

Denomination is $1,000 per note. The notes will not be listed. Underwriter is CGMI, with an underwriting fee up to $29.50 per note and minimum proceeds to issuer of $970.50 per note. The issuer currently expects an estimated value of at least $904.00 per note on the pricing date. Non‑U.S. holders may face 30% withholding on coupons, and Section 871(m) treatment will be finalized on the pricing date.

Citigroup Global Markets Holdings Inc. filed a preliminary 424(b)(2) pricing supplement for Autocallable Phoenix Securities linked to the Invesco QQQ Trust (QQQ), fully and unconditionally guaranteed by Citigroup Inc. The notes offer a contingent monthly coupon of 1.2292% of principal when QQQ is at or above the coupon barrier on the relevant valuation date and can be automatically redeemed if QQQ is at or above the initial share price on any interim valuation date.

Key terms include an initial share price of $598.00 (as of the strike date), a coupon barrier and final barrier of $538.200 (90.00% of initial), and a 10.00% buffer with a buffer rate of approximately 111.111%. If held to maturity without autocalled and QQQ finishes below the final barrier, principal is reduced per the disclosed formula and could be zero. The securities are not listed.

Per security economics: issue price $1,000, underwriting fee $1, and proceeds to issuer $999. The issuer expects an estimated value on the pricing date of at least $949 per security. J.P. Morgan affiliates act as placement agents. U.S. tax treatment is uncertain; 30% withholding may apply to Non‑U.S. holders’ coupon payments under certain circumstances.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, callable Contingent Coupon Equity Linked Securities tied to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500, due September 22, 2027.

The notes pay a contingent coupon of at least 0.7417% per $1,000 per period (approximately at least 8.90% per annum, set on the pricing date) only if the worst performing index on the preceding valuation date is at or above its coupon barrier. Both the coupon barrier and final barrier for each index are set at 70.00% of its initial value. At maturity, if not called, investors receive $1,000 per note if the worst performer is at or above its final barrier; otherwise, the payout declines one‑for‑one with that index’s loss, which can result in a substantial loss of principal.

The issuer may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon. The notes are not listed and are subject to the credit risk of both the issuer and guarantor. Issue price is $1,000 per note, with an underwriting fee of $22.25 and per‑note proceeds of $977.75. The estimated value on the pricing date is expected to be at least $920.00 per note.

Citigroup Global Markets Holdings Inc. filed a 424B2 for Autocallable Phoenix Securities linked to the SPDR S&P 500 ETF Trust (SPY), fully and unconditionally guaranteed by Citigroup Inc. The notes target monthly contingent coupons of 1.0834% of principal when SPY closes at or above the $596.007 coupon barrier (90% of the $662.23 initial share price).

The notes may be auto‑called on any interim valuation date if SPY is at or above the initial share price, redeeming at $1,000 plus the applicable coupon (including any previously unpaid coupons). If held to maturity in October 2026, investors receive $1,000 plus the coupon if the final price is at or above $596.007; otherwise, principal is reduced per the disclosed buffer formula with a 10% buffer and losses can be substantial. The securities will not be listed. Underwriting fee is $1 per security; proceeds to issuer $999 per security, and the estimated value on pricing is expected to be at least $947.50 per security. J.P. Morgan affiliates act as placement agents for non‑fiduciary accounts.