Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a 424(b)(2) preliminary pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to the worst of the EURO STOXX 50, Nasdaq‑100, and Russell 2000, due October 20, 2028.

The notes may pay a contingent coupon of at least 12.25% per annum (3.0625% per quarter) only if, on each valuation date, the worst‑performing index is at or above its 80% coupon barrier. Starting April 17, 2026, the notes are autocallable if the worst index is at or above its initial level, returning $1,000 plus the coupon. If not called, maturity pays $1,000 if the worst index is at or above its 80% final barrier; otherwise, principal is reduced 1:1 with the worst index’s decline, which can result in substantial loss, including zero. The securities will not be listed and are subject to the credit risk of the issuer and guarantor. Issue price: $1,000; underwriting fee: $20; proceeds to issuer: $980 per security; preliminary estimated value: at least $914.50 per security. Pricing date: October 17, 2025; issue date: October 22, 2025.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) plans a primary offering of Callable Contingent Coupon Equity Linked Securities tied to the worst performer of the Russell 2000 and S&P 500. The notes target contingent coupons of at least 8.15% per annum (2.0375% per quarter) when the worst-performing index on each valuation date is at or above its coupon barrier, set at 70% of its initial value. If called on any specified potential redemption date, holders receive $1,000 plus the related coupon.

Key terms: pricing date October 31, 2025; issue date November 5, 2025; final valuation date October 31, 2028; maturity November 3, 2028. If not redeemed and the worst-performing index finishes below its 70% final barrier, repayment is reduced dollar-for-dollar with the index decline, potentially to zero; no upside to index gains and no dividends are paid. The securities are unsecured and subject to the credit risk of both the issuer and guarantor, will not be listed, and may have limited liquidity. Per security economics include a $1,000 issue price, up to $15 underwriting fee, proceeds to issuer of $985, and an expected estimated value on the pricing date of at least $920.

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 Index, Russell 2000 Index, and S&P 500 Index, due October 25, 2029. The notes target a contingent coupon of at least 8.91% per annum (0.7425% per month), paid only if the worst-performing index on a valuation date closes at or above 70% of its initial level.

At maturity, if not redeemed earlier, investors receive $1,000 per note if the worst-performing index is at or above 55% of its initial level; otherwise, principal is reduced one-for-one with the index decline, potentially to zero. The issuer may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon. The notes will not be listed and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The issue price is $1,000 per security; the estimated value on the pricing date is expected to be at least $928.50 per security. CGMI is underwriter and acting as principal, with no underwriting fee; selected dealers and service providers may receive up to $5.00 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering market‑linked notes tied to an equally weighted basket of the EURO STOXX 50, Russell 2000, and S&P 500. Each note has a $1,000 stated principal amount, prices on October 17, 2025, and matures on October 21, 2027.

At maturity, holders receive the principal plus a return amount if the basket appreciates, with 100% upside participation, capped at $104 per note (10.40%). If the final basket value is less than or equal to the initial basket value, the return amount is $0 and repayment is limited to principal. The notes will not be listed on any exchange.

The issuer expects an estimated value of at least $922.50 per note on the pricing date, below the issue price, reflecting costs and the issuer’s internal funding rate. Underwriting fees are up to $18.50 per note, with variable selling concessions and a structuring fee. Investors do not receive dividends on the indices and the notes are treated as contingent payment debt instruments for U.S. tax purposes.

Citigroup Inc. (C) launched a preliminary prospectus supplement for euro-denominated senior notes with a fixed-to-floating structure. The notes pay a fixed annual rate during an initial period, then switch to a floating rate tied to EURIBOR plus a spread, with interest paid annually (fixed period) and then quarterly (floating period). The company may redeem the notes at its option, including via a make‑whole call before a stated date and at par on specified dates, and may also redeem for tax reasons.

The notes are being offered globally to institutional and professional investors, with no sales to EEA or UK retail investors. Citigroup intends to apply to list the notes on the regulated market of the Luxembourg Stock Exchange, though listing is not assured or required to be maintained. The notes are senior unsecured obligations, issued in €100,000 denominations, and proceeds are to Citigroup for general corporate purposes. A stabilization manager may over‑allot up to 105% of the aggregate principal amount to support the market price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, autocallable Medium‑Term Senior Notes linked to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500. The notes pay no interest, may redeem early at set premiums after valuation dates, and return principal only if conditions are met.

Each security has a $1,000 stated principal amount. Early redemption can occur if the worst-performing index on a valuation date is at or above its initial value, paying $1,000 plus a premium. If held to maturity on October 26, 2028, outcomes are: $1,000 plus the final premium if the worst performer is at or above its initial value; $1,000 if it is below initial but at or above its 70.00% barrier; or $1,000 plus 1:1 downside if it is below the barrier. Minimum premiums set on pricing date step up by schedule, reaching 34.35% at the final valuation date.

Key dates: pricing October 22, 2025; issue October 27, 2025; valuation dates include October 23, 2026 and others. The estimated value is expected to be at least $907.00 per security. Underwriting fee is up to $29.50 per security; proceeds to issuer per security are $970.50. The notes will not be listed and all payments are subject to the credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc. filed a preliminary pricing supplement for callable contingent coupon equity-linked securities tied to the worst of the Russell 2000 and S&P 500, guaranteed by Citigroup Inc.

The notes pay a contingent coupon of at least 2.40% per quarter (9.60% per annum) when the worst-performing index on a valuation date is at or above 70% of its initial value. The issuer may call the notes on specified dates for $1,000 plus any coupon. If not called, at maturity on November 3, 2028 holders receive $1,000 if the worst index is at or above its 70% final barrier; otherwise the payoff is $1,000 + $1,000 × underlying return, which can result in significant loss up to the full principal.

Key terms include $1,000 denomination, pricing date October 31, 2025, issue date November 5, 2025, no exchange listing, and payments subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $935.50 per note. CGMI is underwriter; selected dealers may receive up to $6.00 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq-100, Russell 2000, and S&P 500, due October 25, 2028. The notes may pay a contingent coupon of at least 1.0125% per month (equivalent to at least 12.15% per annum) when, on the relevant valuation date, the worst-performing index closes at or above its 75% coupon barrier.

The notes are callable at the issuer’s option on specified dates; if called, holders receive $1,000 per note plus any related coupon. If not called, at maturity investors receive $1,000 only if the worst-performing index is at or above its 75% final barrier; otherwise the return is $1,000 plus $1,000 times the index return of the worst performer, which can result in significant loss, including zero.

The securities are offered at $1,000 per note with an underwriting fee of up to $6.50 and proceeds to the issuer of $993.50 per note. The issuer expects an estimated value on the pricing date of at least $937.50 per note. The notes will not be listed and are subject to the credit risk of both the issuer and the guarantor. Investors do not receive dividends or upside participation.

Citigroup Global Markets Holdings Inc. (C) filed a preliminary 424B2 for principal-at‑risk Contingent Income Auto‑Callable Securities linked to SPDR S&P 500 ETF Trust (SPY), fully and unconditionally guaranteed by Citigroup Inc. The notes pay a 1.0833% monthly contingent coupon (≈13.00% per annum) when SPY’s closing price on the valuation date is at or above the downside threshold.

The notes may auto‑redeem on monthly potential redemption dates if SPY is at or above the initial share price, paying $1,000 plus the contingent coupon (including any previously unpaid coupons). If held to maturity and not auto‑redeemed, payment depends on SPY’s final level: at or above the downside threshold set at 90.00% of the initial price returns $1,000 plus the coupon; below that, repayment is reduced by a leveraged downside formula with a 10.00% buffer (buffer rate ≈111.111%). The notes are not listed. The issue price is $1,000; CGMI expects an estimated value of at least $950.50 per note on the pricing date. Underwriting fee is $1.00 per $1,000; dealers may receive a $0.50 selling concession and a $0.50 structuring fee.