Citigroup Inc SEC Filings

Citigroup Inc. reported its results for the quarter ended September 30, 2025 and provided related materials. The company filed a press release as Exhibit 99.1, with the quotation under “CEO Commentary” not deemed “filed,” while the remainder of Exhibit 99.1 is deemed “filed.”

Citigroup also furnished a Quarterly Financial Data Supplement as Exhibit 99.2 and listed securities registered under Section 12(b) as of the filing date in Exhibit 99.3.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering Enhanced Barrier Digital Securities linked to NVIDIA Corporation (NVDA), maturing on January 21, 2027. Each security has a $1,000 stated principal amount. If the final NVDA value on the valuation date is at or above the final barrier (set at 60.00% of the initial value), holders receive $1,000 plus a digital return amount of at least $135.00 per security (≥13.50%). If the final value is below the barrier, repayment equals $1,000 plus $1,000 times the underlying return, resulting in 1‑to‑1 downside exposure.

Key dates include strike on October 15, 2025, pricing on October 17, 2025, issue on October 22, 2025, valuation on January 15, 2027, and maturity on January 21, 2027. The securities will not be listed. Estimated value on the pricing date is expected to be at least $918.50 per security. CGMI acts as underwriter, receiving a fee of up to $22.25 per security, implying per‑security proceeds to the issuer of $977.75. Investors do not receive NVDA dividends and face credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $21,596,000 of Callable Contingent Coupon Equity Linked Securities linked to the worst of the Nasdaq-100, Russell 2000, and S&P 500, due October 12, 2028.

The notes pay a 0.8708% contingent coupon per period (approx. 10.45% per annum) only if the worst-performing index on the prior valuation date is at or above its coupon barrier (70% of initial). At maturity, if not called and the worst index is at or above its final barrier (70%), investors receive $1,000 per note; otherwise, they receive $1,000 + $1,000 × underlying return, which can be significantly less and may be zero.

The issuer may redeem the notes on specified dates for $1,000 plus any due coupon. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and will not be listed. Underwriting fee: $6 per $1,000 note; proceeds to issuer: $21,466,424. The estimated value on the pricing date is $987.60 per $1,000 note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, autocallable securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER. The notes are $1,000 per security, priced on October 9, 2025, issued October 15, 2025, and due October 15, 2030. They pay no interest and are subject to Citigroup credit risk.

The notes may redeem early after any valuation date if the underlying closes at or above the autocall barrier of 622.086 (95.00% of the initial value 654.8272), returning $1,000 plus a fixed premium (e.g., 9.25% on April 9, 2026, up to 92.50% on October 9, 2030). If held to maturity: you receive $1,000 plus the final premium if the final value is ≥ autocall barrier; $1,000 if it is < autocall barrier but ≥ the final barrier of 392.896 (60.00% of initial); otherwise $1,000 + ($1,000 × underlying return), exposing you 1-for-1 to downside.

The securities will not be listed. Underwriting fee is up to $43.00 per note (proceeds to issuer $957.00); totals are $4,866,000 issue, $209,238 fees, $4,656,762 proceeds. The estimated value is $899.40 per note, less than the issue price. The index embeds a 6% per annum decrement and may use leverage up to 500% via volatility targeting.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) priced 4,438 S&P 500-linked Contingent Income Callable Securities, $1,000 each, for an aggregate $4,438,000 under a 424B2. The notes pay a 1.725% quarterly contingent coupon (6.90% per annum) only if the S&P 500 closing level on each valuation date is at or above the coupon barrier of 5,051.333 (75.00% of the initial 6,735.11). The notes are callable in whole on specified dates; if called, investors receive $1,000 plus any due coupon.

At maturity (if not earlier redeemed), payment per $1,000 is $1,000 if the final index level is at or above the downside threshold of 5,051.333; otherwise, $1,000 plus $1,000 × index return, which can result in a significant loss of principal. The securities will not be listed. Issue price is $1,000; estimated value is $962.40 per security. Underwriting fee is $7.50 per security, including a $5.00 selling concession and a $2.50 structuring fee payable to Morgan Stanley Wealth Management. Total proceeds to issuer are $4,404,715. Non‑U.S. holders may face 30% withholding on coupon payments.

Citigroup Global Markets Holdings Inc. is offering unsecured, no‑interest autocallable securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, guaranteed by Citigroup Inc., and due October 20, 2033.

Each security has a $1,000 stated principal amount. The notes may redeem early after any valuation date if the index closes at or above its initial value, paying $1,000 plus a preset premium. If held to maturity and the final index value is at least the final barrier of 55% of the initial value, investors receive $1,000 plus the premium applicable to the final date. Otherwise, the payout is $1,000 + ($1,000 × underlying return), resulting in 1‑for‑1 downside and possibly a loss of the entire investment.

Minimum premiums step up from 18.00% (October 19, 2026) to 144.00% (October 17, 2033). The securities will not be listed. The underwriting fee is up to $43.00 per security, with $957.00 per security to the issuer, and an estimated value of at least $855.50 on the pricing date. Payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The underlying index targets 40% volatility, may apply up to 500% leverage, and includes a 6% per‑annum decrement, which can materially drag performance.

Citigroup Global Markets Holdings Inc. is offering $1,015,000 of unsecured, callable Contingent Coupon Equity Linked Securities, fully and unconditionally guaranteed by Citigroup Inc. (C), linked to the worst performing of the Russell 2000 and S&P 500, due October 15, 2030.

The notes pay a contingent coupon of 0.6583% of principal per month (~7.90% p.a.) only if, on the prior valuation date, the worst of the two indices is at or above its coupon barrier (75% of initial). At maturity, if not called and the worst index is at or above its final barrier (70% of initial), investors receive $1,000 per note; otherwise, repayment is reduced 1-for-1 with the index decline, potentially to zero. The issuer may call the notes in whole on specified dates from October 2027 through September 2030 at $1,000 plus any coupon.

Initial index levels: Russell 2000 2,468.848; S&P 500 6,735.11. The securities will not be listed and carry the credit risk of both issuers. The estimated value is $972.80 per $1,000 note; underwriting fee up to $7.50 per note; per-note proceeds to issuer $992.50 (total proceeds $1,007,387.50).

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500, due October 13, 2028. The issue price is $1,000 per security with an aggregate issue of $2,101,000; the underwriting fee is up to $2.00 per security and proceeds to the issuer are $998 per security (total $2,096,798).

The notes pay a contingent coupon of 0.8958% per month (~10.75% per annum) if, on the prior valuation date, the worst performing index is at or above its coupon barrier (70% of its initial value. They are subject to automatic early redemption on scheduled potential autocall dates if the worst performer is at or above its initial value, returning $1,000 plus the coupon.

If not called, at maturity you receive $1,000 if the worst performer is at or above its final barrier (70%). Otherwise, repayment is reduced one-for-one with that index’s decline, which can result in substantial loss, up to zero. The notes are not listed. The estimated value is $991.80 per security, lower than the issue price, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq-100 Index, the Russell 2000 Index and the S&P 500 Index. The notes may pay a contingent coupon of at least 0.80% per month (equivalent to at least 9.60% per annum) if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier set at 70% of its initial value. Maturity is September 25, 2030, unless called earlier.

At maturity, if not redeemed and the worst-performing index is at or above its final barrier of 60% of its initial value, investors receive the $1,000 stated principal per security (plus any final coupon). If it is below the final barrier, repayment is reduced one-for-one with the index decline, potentially to $0. The issuer may redeem the notes in whole on specified dates beginning in April 2026, paying $1,000 plus any coupon then due. The securities will not be listed. The issue price is $1,000 per security; the issuer currently expects an estimated value of at least $939 on the pricing date. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.