Citigroup Inc. filings document the regulatory record of a global financial institution with common stock, preferred stock, medium-term senior notes and other registered securities. Form 8-K reports cover quarterly and annual results, financial data supplements, Regulation FD materials, registered-security schedules and exhibits tied to debt and preferred stock instruments.
The company’s SEC record also includes proxy disclosures on board governance, shareholder voting matters and executive compensation. Other filings document amendments to the certificate of incorporation through preferred stock designations, underwriting agreements, supplemental indentures and segment-reporting changes affecting Wealth, U.S. Personal Banking, Services, Markets and Banking.
Citigroup Global Markets Holdings Inc. is issuing Market Linked Securities with an aggregate stated principal amount of $1,934,000, fully and unconditionally guaranteed by Citigroup Inc. Each unsecured note has a $1,000 principal amount, matures on July 12, 2029, and is linked to the worst-performing of Amazon, Microsoft, Alphabet and Meta.
The notes pay a monthly contingent coupon at 12.00% per annum only if the lowest-performing stock on each calculation day is at or above 50% of its starting value, with a memory feature for missed coupons. From October 2026 to June 2029, the notes auto-call at par plus coupons if that lowest stock is at or above 95% of its start. If not called, principal is fully repaid only if the worst stock on the final calculation day is at or above 50% of its start; otherwise repayment equals $1,000 times its performance factor, so losses can reach 100%. Investors forgo dividends, face issuer and guarantor credit risk, limited liquidity and complex tax treatment. The estimated value is $947.70 per note versus the $1,000 public offering price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering $10,000,000 of Autocallable Phoenix Securities linked to Invesco QQQ Trust, Series 1, maturing on July 14, 2027.
The notes pay a 1.4667% contingent coupon per period only when QQQ’s closing price is at or above the $640.296 coupon barrier (90.00% of the $711.44 initial share price), with a memory feature for previously missed coupons. If on any interim valuation date QQQ closes at or above the initial share price, the notes are automatically redeemed at $1,000 per security plus the applicable coupon.
If not called and the final QQQ price is at or above the same $640.296 final barrier, investors receive $1,000 plus the final coupon, including any unpaid prior coupons. If the final price is below the barrier, repayment follows a buffered formula with a 10.00% downside buffer but can result in substantial, up to total, loss of principal and no coupon at maturity. The issue price is $1,000 per security (or $999 for fiduciary accounts), including a $1.00 underwriting fee; estimated value on the pricing date is $1,000.90. The securities carry Citigroup credit risk, are not bank deposits or FDIC-insured, and involve complex U.S. tax and potential 30% withholding treatment, especially for non-U.S. investors.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Barrier Securities due July 14, 2036, each with a $1,000 stated principal amount, linked to the worst performer of the Nasdaq-100 Futures Excess Return Index and the S&P 500 Futures Excess Return Index. Initial index values are 782.0496 and 603.95, with downside barriers at 60% of each initial level.
At maturity, if the worst-performing index ends above its initial value, investors receive $1,000 plus 416.00% of that index’s gain; if it finishes between its initial value and the barrier, they receive $1,000; if it finishes below the barrier, they incur one-for-one losses on the downside, potentially losing their entire principal. The total offering is $250,000.00, with an underwriting fee of $12.00 per security and issuer proceeds of $988.00 per security. The initial estimated value is $974.50 per security, reflecting Citigroup Global Markets Inc.’s internal models and funding rate, and investors receive no dividends from the underlying indices. The notes involve complex risks, including issuer and guarantor credit risk, exposure to futures-based excess return indices and U.S. tax uncertainty (treated as prepaid forward contracts under current counsel opinion).
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 denomination autocallable contingent coupon equity-linked securities linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement Index ER, maturing on July 19, 2033.
The notes pay a monthly contingent coupon of 1.5625% of principal (about 18.75% per year) only if the index is at or above the coupon barrier of 1,287.368 (70% of the initial value 1,839.097). Principal is protected at maturity only if the final index level stays at or above the final barrier of 1,103.458 (60% of initial); otherwise repayment is reduced one-for-one with the index loss and can fall to zero.
From July 14, 2027, if the index closes at or above its initial level on any trading day, the notes are automatically redeemed at $1,000 plus any due coupon, capping further income. The issue price is $1,000 but the estimated value is $893.70, reflecting hedging costs, fees and the issuer’s funding rate. The complex underlying uses leverage, a 35% volatility target and a 6% per annum decrement, which can cause persistent underperformance versus the Nasdaq‑100 Index. Citigroup may also redeem early following certain changes to referenced volatility indices at a model-determined fair value, which may be below principal.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Dual Directional Buffer Securities linked to the S&P 500® Index under its Medium-Term Senior Notes, Series N. Each security has a $1,000 stated principal amount and matures on November 4, 2027.
At maturity, if the S&P 500 final value is at or above its initial level, holders receive $1,000 plus a digital return of at least $46. If the index has declined but remains at or above 95.40% of the initial level, holders receive the digital return plus 1-to-1 upside on the absolute decline. If the index falls between 95.40% and 80.00% of the initial level, the payout is $1,000 plus the absolute decline, without the digital return. Below 80.00%, investors are exposed to losses beyond a 20.00% buffer, losing 1% of principal for each additional 1% drop.
The issue price is $1,000 per security, including an underwriting fee of up to $20, leaving $980 in proceeds to the issuer; the estimated value on the pricing date is expected to be at least $922.50 per security. Holders do not receive dividends on the S&P 500. The product is characterized for tax purposes on a reasonable basis as a prepaid forward contract, though there is substantial uncertainty, including potential treatment as debt with original issue discount and possible Section 871(m) withholding for certain non‑U.S. investors.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $836,000.00 of unsecured market-linked securities maturing July 13, 2028. Each $1,000 security pays at maturity the principal plus any appreciation of the worst performer of the Russell 2000 Index and S&P 500 Index, with a 100% upside participation rate.
The return is capped at a maximum of $163.00 per security (16.30% of principal); if the worst index is flat or lower, only the $1,000 principal is repaid and no interest is ever paid. Investors forgo all dividends on the indices. The notes are unsecured and subject to Citigroup credit risk, may have little or no secondary market, have an estimated value of $978.00 per security below the issue price, and are expected to be treated as contingent payment debt instruments for U.S. federal income tax purposes.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, with a stated principal amount of $1,000 per security.
These notes can pay a contingent coupon of at least 1.0083% of principal per valuation period (approximately at least 12.10% annualized) only if the worst-performing index on the prior valuation date is at or above 70.00% of its initial level; otherwise no coupon is paid. At maturity, if not previously redeemed and the worst-performing index is at or above 70.00% of its initial level, investors receive $1,000 per note; if it is below that barrier, repayment is $1,000 plus $1,000 times the index return, so principal declines 1% for each 1% drop in the worst index, with no minimum repayment and potential loss of all invested principal.
The issuer may redeem the notes in whole on specified dates at $1,000 plus any due coupon, limiting future income. Credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited expected liquidity, an estimated value on the pricing date expected to be at least $935 per note (below the $1,000 issue price), complex U.S. tax treatment and potential withholding for non‑U.S. holders are highlighted as key risks.
Citigroup Global Markets Holdings Inc. is offering $3,902,000 of Buffered Digital S&P 500® Index-Linked Notes due October 27, 2027, fully and unconditionally guaranteed by Citigroup Inc.
The notes pay no interest and repay no fixed principal. For each $1,000 note, if the S&P 500® Index final level on October 25, 2027 is at least 90.00% of the initial level of 7,543.64, holders receive a fixed $1,128.50 (112.85% of principal), a contingent return of 12.85%. If the index falls more than the 10.00% threshold, principal loss accelerates at approximately 1.1111% for every 1% decline beyond the threshold, down to potential total loss.
Investors forgo any upside above the capped 12.85% return, as well as all dividends on S&P 500® stocks and any interim interest. The notes are unsecured senior obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any exchange, may have little or no secondary market, and have an estimated value on the trade date that is lower than the issue price due to selling, structuring and hedging costs and the use of an internal funding rate.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity‑linked medium‑term senior notes tied to the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500 indices. Each security has a $1,000 stated principal amount.
On each contingent coupon payment date, investors receive at least 0.7417% of principal (an annualized rate of approximately at least 8.90%) only if on the prior valuation date the worst index closes at or above 70% of its initial level. From January 2027 through June 2029 the notes are automatically redeemed at $1,000 plus the coupon if on a potential autocall date the worst index is at or above its initial level. If not called, maturity in July 2029 returns $1,000 only if the worst index finishes at or above 70% of its initial level; otherwise repayment falls one‑for‑one with that index, allowing for up to 100% loss of principal. The issue price is $1,000, including up to $29.50 in underwriting fees, while the issuer expects the estimated value on the pricing date to be at least $913.50 per security, and 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 issuing $16,732,000 of Bearish PLUS notes, each with a $1,000 stated principal amount, maturing on July 21, 2027. The notes are linked inversely to a basket of the Nasdaq-100, Russell 2000 and S&P 500 indices.
The basket starts at 100. On the valuation date, 90% weight is assigned to the index with the highest (least favorable) component return, and 5% to each of the other two. If the final basket value is below 100, investors receive $1,000 plus a 600.00%-leveraged positive return on the basket’s depreciation, capped at a maximum gain of $830.00 per note (maximum payment $1,830.00).
If the basket ends at or above 100, the payoff is $1,000 plus the unleveraged basket return, producing a 1-for-1 loss for each 1% basket increase, down to zero; there is no minimum repayment and principal is fully at risk. The notes pay no interest, are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and are not FDIC-insured. The issue price is $1,000, while the model-based estimated value is $966.10 per note and the underwriting fee is $22.50 per $1,000 note.