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., fully guaranteed by Citigroup Inc., is offering Trigger Callable Yield Notes linked to the least performing of the Nasdaq-100 Index and the S&P MidCap 400 Index, with a stated principal amount of $10.00 per note and aggregate proceeds of $14,375,500.00.
The notes pay a fixed monthly coupon at an annual rate of 11.30% (monthly coupon $0.0942 per $10 note) regardless of index performance while outstanding. Beginning with the third coupon date on October 8, 2026, the issuer may, in its sole discretion, call all notes on any coupon date and repay the $10.00 principal per note plus the applicable coupon, after which no further payments are made.
If not called, at maturity on October 12, 2027 repayment depends on the least performing index. If that index’s final level is at least its downside threshold (70% of its initial level: Nasdaq-100 20,476.79; S&P MidCap 400 2,614.85), investors receive full principal plus the final coupon. If it is below its threshold, principal is reduced proportionally to the index decline, via $10.00 × (1 + underlying return of the least performing underlying), and can fall to zero, resulting in a total loss of principal. Payments are unsecured obligations of the issuer and guarantor; default by either could result in loss of the entire investment.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior notes in the form of Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq-100 Index, the S&P 500 Index and the VanEck Semiconductor ETF, maturing on July 18, 2031, unless called earlier. Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 1.5958% per valuation period (about 19.15% per annum) when the worst-performing underlying is at or above 70% of its initial value. Principal is protected only down to a 30% buffer; if the worst-performing underlying on the final valuation date has fallen by more than 30%, repayment is reduced 1% for each additional 1% decline, with losses potentially substantial. The notes can be automatically redeemed on specified dates if the worst-performing underlying is at or above its initial level, returning $1,000 plus the coupon but cutting off future income. The issue price is $1,000 per security, including a $10 underwriting fee, with estimated value on the pricing date expected to be at least $934. Investors face equity-market, correlation, liquidity, structural and tax risks, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing market-linked securities maturing on July 13, 2028, linked to the worst performing of the Nasdaq-100 Index, the Russell 2000 Index and the State Street Utilities Select Sector SPDR ETF. Each security has a $1,000 stated principal amount and pays at maturity the principal plus a return only if the worst performing underlying finishes above its initial value.
The upside return equals the worst underlying’s price gain times a 100% participation rate, capped at a maximum return of $270 per security (27% of principal), so the payment per security cannot exceed $1,270. If the worst performing underlying ends at or below its initial value, investors receive only the $1,000 principal, with no positive return and no dividends during the term.
The total offering size is $460,000.00, with an underwriting fee of up to $19.50 per security and issuer proceeds of at least $980.50 per security. The estimated value is $963.10 per security, below the issue price. For U.S. tax purposes, counsel expects these to be treated as contingent payment debt instruments, using a comparable yield of 4.509% and a projected single payment of $1,093.312 at maturity.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior unsecured notes linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, each with coupon and principal protection thresholds set at 70.00% of its initial value.
Each $1,000 security may pay a contingent coupon of at least 1.025% per period (at least 12.30% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier. At maturity in July 2028, if the notes have not been called and the worst index closes below its final barrier, repayment is reduced one-for-one with that index’s decline, down to zero.
The issuer may redeem the notes in whole on specified dates starting in January 2027 for $1,000 plus any due coupon. Per-security proceeds are $993.50 after an underwriting fee of up to $6.50, and the estimated value on the pricing date is expected to be at least $938.50, all subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes linked to Tractor Supply Company stock. Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 1.2542% per period (about 15.05% per annum) on scheduled dates if the stock’s closing value is at or above a coupon barrier set at 59.00% of the initial value. The notes are subject to automatic early redemption on specified 2027 valuation dates if the stock is at or above its initial value, in which case investors receive $1,000 plus the applicable coupon.
If not redeemed early, at maturity on September 1, 2027 investors receive $1,000 per security only if the final stock value is at or above a final barrier equal to 59.00% of the initial value; otherwise the payoff is $1,000 plus the stock return, exposing investors to 1-for-1 downside and potential total loss. Investors do not receive dividends or upside beyond coupons and face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited liquidity, complex tax treatment and an estimated value on the pricing date expected to be at least $926 per security, below the $1,000 issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $22,000,000 of Medium-Term Senior Notes, Series N, as Contingent Income Auto-Callable Securities due June 28, 2029. The notes are linked to the worst performer of the Russell 2000, S&P 500 and EURO STOXX 50 indices and are principal at risk.
Each $1,000 security pays a 2.65% quarterly contingent coupon (10.60% per annum) only if, during the observation period, all indices stay at or above a coupon barrier level equal to 75% of their initial levels. Automatic early redemption can occur quarterly starting about six months after issuance if the worst-performing index is at or above its initial level, paying $1,000 plus the contingent coupon.
At maturity, if not redeemed early, investors receive $1,000 per security only if the worst-performing index is at or above its downside threshold level of 65% of its initial level; otherwise, repayment is reduced one-for-one with the index decline, potentially to zero. The issue price is $1,000, including an underwriting fee of $22.50 per security, while the estimated value is $966.90, reflecting dealer pricing and hedging costs.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured senior Buffered Digital Nasdaq-100 Index®-Linked Notes that pay no interest and do not guarantee return of principal. The notes reference the Nasdaq-100 Index® over an expected 15–17 month term.
For each $1,000 stated principal amount, if the final index level is at least 90.00% of the initial level, holders receive a threshold settlement amount expected between $1,141.10 and $1,165.50, a contingent fixed return of 14.11%–16.55%. If the index falls more than the 10.00% threshold amount, repayment is reduced by about 1.1111% of principal for each additional 1% decline, down to zero, so investors may lose their entire investment.
The notes are not listed, may have little or no secondary market, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer and its affiliates may hedge and trade in the underlier and related instruments, creating potential conflicts. Tax treatment is uncertain; counsel currently views the notes as prepaid forward contracts, and non-U.S. holders face possible Section 871(m) considerations.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured medium-term senior notes linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, due August 3, 2029. The notes pay a contingent coupon of at least 0.9417% of the $1,000 principal per period (approximately at least 11.30% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 70% of its initial value. If that condition is not met, no coupon is paid for that period.
The issuer may redeem the notes in whole on specified coupon dates from early 2027, paying $1,000 plus any due coupon. At maturity, if not previously redeemed and the worst-performing index is at or above 70% of its initial value, investors receive $1,000 per note (plus any final coupon). If it is below 70%, repayment is reduced one-for-one with the index loss, potentially to zero. The securities involve full downside exposure to the worst-performing index, no participation in any upside, no dividends, limited or no liquidity, and are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $927.50 per $1,000 note, below the issue price, reflecting structuring and hedging costs and the issuer’s internal funding rate.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering $1,734,000 of unsecured Buffered Digital MSCI EAFE® Index-Linked Notes due March 31, 2028. These notes pay no interest and do not guarantee return of principal. The payoff depends on the MSCI EAFE® Index level on March 29, 2028 versus the initial level of 3,090.86 set on July 8, 2026.
If the final index level is at least 87.50% of the initial level, holders receive a fixed threshold settlement amount of $1,148.50 per $1,000 note, a contingent return of 14.85%. If the index falls by more than the 12.50% threshold amount, principal loss accelerates at about 1.1429% for each additional 1% index decline, up to a total loss of the investment. Upside is capped at the threshold settlement amount, so investors forgo gains above this level and all dividends on the index constituents.
The notes will not be listed and may have limited liquidity. Their value before maturity will be affected by underlier volatility, interest rates, exchange rates, and the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value is lower than the issue price due to structuring, hedging costs and use of an internal funding rate, and U.S. tax treatment as a prepaid forward contract is uncertain.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $2,235,000 of autocallable equity linked securities tied to the worst performer of the Russell 2000 Index and the S&P 500 Index, maturing on October 14, 2027.
Each $1,000 security pays monthly coupons of 0.6983% (about 8.38% per annum) while outstanding. The notes may be automatically called on specified dates if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon.
If not called, principal repayment at maturity depends solely on the worst-performing index versus its final barrier level, set at 70% of its initial value for each index. If that index finishes below its barrier, repayment is reduced one-for-one with its loss, potentially to zero (excluding the final coupon). The issue price is $1,000, with an estimated value of $988.20 and an underwriting fee of up to $7.50 per note, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.