Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., has filed a 424(b)(2) pricing supplement for $500,000 aggregate principal of Autocallable Phoenix Securities linked to Constellation Energy Corporation common stock (ticker CEG). These unsecured, senior medium-term notes (Series N) may run to July 2, 2026 but can be redeemed early on any of three interim valuation dates if CEG’s closing price is at or above the $308.01 initial share price.

Contingent coupon mechanics: investors receive a 4.375% quarterly coupon (annualized ≈17.5%) only when the relevant CEG share price is ≥ the $200.207 coupon barrier (65% of initial). Missed coupons are deferred and paid in arrears if a later observation meets the barrier, but are forfeited if the barrier is missed on all subsequent dates, including the final valuation date.

Principal repayment: if not called, maturity payment depends on the final share price (FSP). • If FSP ≥ final barrier ($200.207): investors receive par plus the final coupon. • If FSP < final barrier: repayment equals $1,000 + $1,000 × 153.846% × (FSP return + 35%). Because the buffer only covers the first 35% decline, investors face linear downside thereafter and may lose their entire investment.

Additional terms: issue price $1,000; estimated value $993.10; underwriting and placement fees waived; CUSIP 17333KCY1; unlisted; credit exposure to both Citigroup Global Markets Holdings Inc. and Citigroup Inc. Key risks highlighted include coupon uncertainty, principal loss beyond 35% buffer, lack of liquidity, and full reliance on Citi creditworthiness.

Timing: strike June 16 2025; pricing June 17 2025; issue June 23 2025. Interim valuation dates: Sep 29 2025, Dec 29 2025, Mar 30 2026; final valuation Jun 29 2026. Contingent coupon payment dates are three business days post-observation; maturity July 2 2026, subject to postponement.

The offering is small relative to Citi’s balance sheet and carries no material underwriting revenue, signalling limited financial impact for shareholders.

Citigroup Global Markets Holdings Inc. (the “issuer”), a wholly owned subsidiary of Citigroup Inc., is offering $560,000 aggregate principal amount of unsecured, unsubordinated Medium-Term Senior Notes, Series N, designated as Autocallable Phoenix Securities linked to the common stock of Constellation Energy Corporation (ticker “CEG”). All payments are fully and unconditionally guaranteed by Citigroup Inc.

Investment mechanics: Each security has a $1,000 stated principal amount and will pay, on each scheduled contingent coupon date, a contingent coupon of 3.825% of principal—but only if the closing price of CEG on the relevant valuation date is at least 65% of the initial share price ($308.01). Missed coupons are not forfeited if the stock subsequently recovers above the barrier; they are paid in arrears on the first later date when the price condition is satisfied. However, if the condition is never met, the unpaid coupons expire.

Autocall feature: On any of the three interim valuation dates (29-Sep-2025, 29-Dec-2025, 30-Mar-2026), the notes will be automatically redeemed for $1,000 plus the due coupon if CEG closes at or above the initial share price. Automatic redemption caps upside and can shorten the investment horizon.

Protection structure: If the notes remain outstanding to the 29-Jun-2026 final valuation date, principal repayment depends on CEG’s closing price. A 35% buffer applies; if the final price is at or above the 65% final barrier ($200.207), investors receive full principal plus the contingent coupon. If it is below the barrier, repayment equals $1,000 + [$1,000 × 153.846% × (share return + 35%)], resulting in loss of principal—and potentially total loss—proportionate to the decline beyond the buffer. Investors do not receive dividends or any upside participation in CEG stock.

Valuation & distribution: The issue price is $1,000 per note ($990 for fiduciary accounts). The estimated value, based on Citigroup Global Markets Inc. (CGMI) proprietary models, is $983, implying an initial value shortfall relative to price. CGMI acts as underwriter and receives a $10.00 fee per security; J.P. Morgan entities act as placement agents and share in that fee except on sales to fiduciary accounts. The securities will not be listed on any exchange, and secondary liquidity, if any, will depend on dealer willingness to purchase.

Risk highlights: Investors face (i) credit risk of both the issuer and Citigroup Inc.; (ii) price risk of CEG shares leading to missed coupons, early redemption or principal loss; (iii) liquidity risk from the lack of listing; and (iv) structural risk arising from the discrepancy between the issue price and the estimated value. The notes are not bank deposits and are not insured by the FDIC or any government agency.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is marketing 5-year Autocallable Contingent Coupon Securities linked to the worst performance of the Dow Jones Industrial Average (INDU) and the S&P 500 Dynamic Participation Index (SPXDPU1). The notes have a $1,000 stated principal amount, price July 7 2025 and mature July 11 2030, with monthly valuation and potential early redemption dates beginning after one year.

Income potential: Investors may receive a 7.00% p.a. coupon, paid monthly, but only if the worst-performing index closes at or above 80 % of its initial level (coupon barrier) on the relevant valuation date. Missed coupons are not recoverable.

Autocall feature: If, on any monthly valuation date after year one, the worst performer is at or above its initial level, the notes are automatically called at $1,000 plus the current coupon. Hypothetical tables show that even a 0% to +100% “worst underlying return” would trigger redemption at $1,005.833 (principal + one coupon).

Principal risk & buffer: At maturity, if the securities have not been called and the worst performer is ≥ 85 % of its initial value, holders receive full principal. Below that 15 % buffer, repayment equals $1,000 plus index return plus 15 %, exposing investors to 1 % downside for every 1 % drop beyond the buffer (e.g., –50 % return ⇒ $650; –100 % ⇒ $150).

Key risks: • Possibility of significant principal loss • Non-guaranteed coupons • “Worst-of” dual-index structure increases probability of loss • No secondary-market listing • Credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. • Estimated value will be below issue price; bid/offer spreads may be wide.

The securities are offered under Citigroup’s shelf registration (File Nos. 333-270327 & 333-270327-01) via a preliminary pricing supplement dated June 20 2025. Investors should review that document and associated supplements for full terms and risk disclosures before investing.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity-Linked Securities maturing on July 11, 2030. The notes are linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Dynamic Participation Index.

Coupon mechanics: Investors may receive a monthly contingent coupon of 0.5833 % of principal (≈ 7.00 % p.a.) only when, on the relevant valuation date, the worst-performing underlying closes at or above 80 % of its initial value. Missed coupons are not recovered.

Autocall feature: Starting with the valuation date on July 7, 2026 and on every subsequent monthly valuation date, the notes are automatically redeemed at $1,000 plus the coupon if the worst performer is at or above its initial level, potentially truncating future coupons.

Principal repayment: • If the notes are not called and, on the final valuation date (July 8, 2030), the worst performer is at or above 85 % of its initial value, investors receive full principal.
• Below that 15 % buffer, repayment is reduced by the percentage decline beyond 15 % (1 % loss of principal for every additional 1 % drop).

Key terms: Stated principal $1,000; Pricing date July 7 2025; Issue date July 10 2025; CUSIP 17333LAG0. The securities will not be listed on any exchange. Estimated value on the pricing date is expected to be ≥ $894.50, below the $1,000 issue price, reflecting dealer compensation and hedging costs. CGMI acts as underwriter, receiving up to $37.50 per note.

Risks highlighted: credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; potential loss of principal beyond 15 % decline; possibility of receiving no coupons; limited liquidity; automatic call limits upside; investors do not participate in dividends or index appreciation.

Citigroup Global Markets Holdings is offering Autocallable Contingent Coupon Equity Linked Securities tied to the worst-performing stocks of Mara Holdings and MicroStrategy, due June 28, 2028. Key features include:

• Principal Amount: $1,000 per security
• Contingent Coupon Rate: Minimum 40.25% per annum (3.3542% per period), paid only if worst-performing underlying is above its coupon barrier
• Downside Risk: Principal at risk if worst-performing underlying falls below 50% of initial value at maturity
• Early Redemption: Automatic call feature if worst-performing underlying closes at or above initial value on any potential autocall date
• Key Protection Levels: 60% coupon barrier, 50% final barrier of initial underlying values

The securities offer higher potential yields than conventional debt but carry significant risks including potential loss of principal, no dividend participation, and credit risk of Citigroup. Estimated initial value will be at least $900 per security, below the issue price of $1,000.

Citigroup Global Markets Holdings has issued Market Linked Securities due June 29, 2026, linked to the performance of Advanced Micro Devices (AMD) and NVIDIA Corporation. The securities offer a contingent fixed return of 16.60% ($166.00 per $1,000 principal) at maturity.

Key features:

• Principal at risk structure tied to the worst-performing of the two underlying stocks
• Threshold value set at 60% of starting value (AMD: $76.26, NVIDIA: $86.472)
• If lowest performing stock stays above threshold, investors receive principal plus 16.60% return
• If lowest performing stock falls below threshold, investors face direct exposure to losses
• No periodic interest payments or participation in underlying stock appreciation beyond fixed return

The estimated value is $965.30 per security, below the $1,000 offering price. The securities are subject to the credit risk of Citigroup and will not be listed on any exchange, limiting liquidity. Total offering amount is $1,696,000.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Equity-Linked Securities linked to the worst performer of the Nasdaq-100 Index and the S&P 500 Index. The notes, issued under the Medium-Term Senior Notes, Series N programme, are unsecured senior obligations and will not be listed on an exchange.

Key economics: Each $1,000 note pays a fixed monthly coupon of 0.6792% (≈8.15% p.a.). Beginning 18 Dec 2025 and on eleven subsequent monthly observation dates, the notes will be automatically redeemed at $1,000 plus the coupon if the worst-performing index is at or above its initial level. If never called, the final payoff on 23 Dec 2026 equals:

• $1,000 (plus final coupon) if the worst-performing index closes ≥70% of its initial level (barrier protection).
• $1,000 × (1 + index return) if the worst performer is <70%, exposing investors to uncapped downside and potential total loss of principal.

Deal statistics: Issue size $1.571 million; underwriting fee up to $2.50 per note (0.25%); net proceeds $1.567 million. Citigroup’s internal model values the notes at $987.90, $12.10 below the $1,000 issue price, reflecting dealer spread and funding costs.

Risk highlights: Investors forgo dividends and any upside above par, face early-call reinvestment risk, credit risk of both the issuer and guarantor, and limited secondary market liquidity. The 70% barrier provides only partial protection; material index declines will directly erode repayment.