Citigroup Inc SEC Filings

Form 144 filing for NVIDIA Corporation (NVDA) dated 07/09/2025 discloses chief executive officer Jen-Hsun Huang’s intention to sell 75,000 common shares through Charles Schwab & Co. at an aggregate market value of $12.23 million. The filing follows an extended series of sales made during the previous three months in which Huang disposed of 825,000 shares for gross proceeds of approximately $127.54 million.

The shares to be sold were acquired via performance stock awards on 12/13/2023 (70,145 shares) and 03/20/2024 (4,855 shares), indicating they are part of routine equity compensation. The notice certifies that the filer is unaware of any undisclosed material adverse information and, if relying on a Rule 10b5-1 trading plan, such a plan was adopted prior to the sale instructions.

The filing references a share count outstanding of 24.4 billion (as listed in the form), implying the planned sale represents a mathematically negligible fraction of reported shares outstanding. Nevertheless, the continued pace and scale of insider selling—over $127 million in three months—may draw investor attention to potential diversification or liquidity motives by NVIDIA’s long-tenured CEO.

The Form 144 filing relates to a proposed sale of 2,216 MYTE common shares (approx. market value $16,287.60) through Morgan Stanley Smith Barney on or about 07 July 2025. The seller acquired the shares on 30 June 2025 via restricted stock units granted by the issuer, MYT Netherlands Parent B.V. (MYTE). A prior Rule 10b5-1 sale of 10,000 shares on 14 May 2025 for $100,457 is also disclosed. The proposed sale represents roughly 0.0016 % of the company’s 136,374,256 shares outstanding, indicating an immaterial impact on the public float. No additional financial metrics, earnings data, or corporate developments accompany the notice. The signer certifies no undisclosed material adverse information. Overall, this is a routine administrative filing signalling a minor potential insider transaction rather than a strategic corporate event.

Universal Insurance Holdings, Inc. (NYSE: UVE) filed an 8-K to disclose a shareholder-friendly capital action and upcoming investor events.

• Dividend declaration: The Board approved a $0.16 per-share cash dividend on common stock. The payout date is August 8, 2025; shareholders must own shares as of the August 1, 2025 record date.
• Earnings timetable: First-quarter FY25 results will be released on July 24, 2025. Management will host an earnings call the following day, July 25, 2025.
• No other material transactions, financial statements, or guidance updates were included in the filing.

The disclosure is routine but signals continued cash returns to shareholders and provides the market with key dates for the forthcoming earnings cycle.

Rubric Capital Management LP and its managing member David Rosen filed Amendment No. 2 to Schedule 13G disclosing a 6.86 % passive stake in QuidelOrtho Corporation (QDEL) as of 30 June 2025.

The filing covers 4,637,738 common shares, all held with shared voting and dispositive power; neither party claims sole authority over the stock. The position is reported on the basis of 67,625,872 shares outstanding (per QDEL’s 30 March 2025 Form 10-Q). Rubric acts as investment adviser to a series of funds, the largest of which—Rubric Capital Master Fund LP—has the economic right to dividends or sale proceeds exceeding 5 % of QDEL’s shares.

The Schedule 13G is filed under Rule 13d-1(b), signalling a passive investment with no intent to influence control of the issuer. Both reporting persons certify that the shares were acquired in the ordinary course of business and not for activist purposes.

Key ownership details:

• Sole voting/dispositive power: 0 shares
• Shared voting/dispositive power: 4,637,738 shares
• Percent of class: 6.86 %

The amendment updates Rubric’s aggregate holdings but does not announce any purchase or sale terms, financing arrangements, or governance initiatives. Consequently, the disclosure is largely informational, indicating Rubric has crossed—and continues to hold—above the 5 % reporting threshold.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue unsecured Autocallable Contingent Coupon Equity-Linked Securities (Series N, CUSIP 17333LJY2) linked to the S&P 500 Index. The $1,000-denominated notes will price on 10 July 2025, settle on 15 July 2025 and, unless called, mature on 13 July 2028.

The securities pay a contingent quarterly coupon of at least 1.80 % ($18) per period—equivalent to a minimum 7.20 % annualized rate—but only when the S&P 500 closing level on the relevant valuation date is ≥ 70 % of the initial level (the “coupon barrier”). Missed coupons may be recovered if the index subsequently rebounds above the barrier.

Automatic call feature: Beginning 10 July 2026 and on each subsequent valuation date (eight potential dates in total), the notes will be redeemed at par plus the current coupon if the index closes ≥ its initial level. Early redemption caps upside and shortens income stream.

Principal at risk: If not called and the final index level is < 70 % of the initial level (the “final barrier”), investors suffer a 1-for-1 downside, receiving $1,000 × (1 + index return). A 40 % index decline, for example, would return $600; a ≥ 30 % decline below the barrier results in partial-to-total loss of principal.

Credit & liquidity: Payment depends on the credit of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.. The notes will not be listed; secondary market, if any, will be made solely by CGMI and could be thin. The estimated value on the pricing date is expected to be ≥ $942.50, reflecting selling & hedging costs and below-par funding levels.

• Underlying: S&P 500® Index (6,225.52 closing on 8 Jul 2025)
• Coupon & principal barriers: 70 % of initial index level
• Potential autocall dates: quarterly from 10 Jul 2026 to 10 Apr 2028
• Guarantee: full and unconditional by Citigroup Inc.
• Issue price / proceeds: $1,000 per note; no underwriting fee disclosed
• Tax: Intended treatment as prepaid forward contract with ordinary-income coupons; substantial uncertainty, especially for non-U.S. holders

Key risks highlighted

• Up to 100 % loss of principal if index breaches final barrier
• Coupons are not fixed; none paid if index < barrier on valuation dates
• Early calls limit upside and reinvestment options
• No dividend participation in the S&P 500
• Unlisted note with potential illiquidity; market value likely below issue price
• All payments subject to Citi credit risk and tax treatment uncertainties

Ceribell, Inc. (CBLL) – Insider Form 4 filing dated 07/09/2025

President & CEO Xingjuan (Jane) Chao exercised 25,000 stock options at an exercise price of $2.24 and immediately sold the same number of common shares at a weighted-average price of $17.70 (range $17.02-$18.70) under a Rule 10b5-1 trading plan. The gross sale generated roughly $442,500, offset by an exercise cost of about $56,000, leaving pretax proceeds near $386,000.

After the transactions Chao’s direct ownership decreased by 25,000 shares to 776,022 shares. She also continues to hold 369,088 shares indirectly through the ACP 2021 Trust and retains 52,551 fully vested options exercisable until 06/10/2029. The sale represents approximately 3 % of her direct position, so her overall economic exposure (>1.1 million shares) remains substantial.

The filing is routine in nature and does not change Ceribell’s fundamentals. Nevertheless, investors often monitor CEO-level sales for sentiment signals; the pre-arranged nature and the modest percentage sold suggest a neutral impact.

Toronto-Dominion Bank (TD) is marketing US$2.544 million of Contingent Income Auto-Callable Securities (Series H) maturing 10 July 2026 and linked to Apple Inc. (AAPL) common stock. The notes are sold at par (US$1,000 each) but carry principal-at-risk and no guaranteed coupons.

Coupon mechanics: investors receive a fixed quarterly coupon of US$28.55 (11.42% p.a.) only when AAPL’s closing price on the relevant determination date is ≥ 80% of the initial share price (US$209.95). If the price is below this 80% downside threshold on any observation date, that quarter’s coupon is forfeited.

Auto-call feature: on any of the first three observation dates (Oct-25, Jan-26, Apr-26) the notes are automatically redeemed at par plus the current coupon if AAPL closes ≥ 100% of the initial share price (the US$209.95 call threshold). Early redemption shortens investors’ exposure but ends future coupon potential and may create reinvestment risk.

Maturity payoff:

• If AAPL’s final price on 7 Jul 2026 is ≥ 80% of the initial price, holders receive par plus the final coupon.
• If the final price is < 80%, repayment equals par × (final/initial). Loss of principal is 1-for-1 with the decline in AAPL below the threshold and can reach 100%.

Key parameters:

• Initial share price: US$209.95
• Downside threshold (80%): US$167.96
• Estimated value: US$975.70 (≈ 97.6% of issue price) reflecting dealer margin & funding costs
• Fees to Morgan Stanley Wealth Management: US$17.50 per note (1.75%) split between a US$12.50 sales commission and a US$5 structuring fee
• Not listed; secondary liquidity dependent on TD Securities

Risk highlights: investors forgo dividends, upside participation and full principal protection; credit exposure is to TD (senior unsecured). High single-name concentration in AAPL increases volatility risk. The documentation stresses that a prolonged decline or sideways period below the 80% threshold could eliminate all coupon income while preserving downside exposure.

Suitable investors are those seeking short-dated enhanced yield, comfortable with equity downside and TD credit risk, and willing to accept limited liquidity.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing $1,000-denominated Market-Linked Securities linked to NVIDIA Corporation (NVDA) stock, maturing 21 July 2026.

The notes combine three key features:

• Contingent coupon with memory: paid quarterly at a rate to be set on the pricing date, but not lower than 23.25% p.a. A coupon is paid only when NVDA’s closing price on the relevant calculation day is at least 80 % of the starting value (“coupon threshold”). Missed coupons are caught up on a future date if the threshold is later satisfied.
• Automatic early redemption: on any quarterly observation from Oct-2025 through Apr-2026, the notes are redeemed at par plus any due coupons if NVDA closes at or above the starting value.
• Contingent principal protection: if not called, investors receive par at maturity only when NVDA is at or above 80 % of the starting value (“downside threshold”). Otherwise, repayment equals par multiplied by NVDA’s performance factor, exposing investors to a 1-for-1 loss below the 80 % barrier, down to zero.

Economic terms

• Public offering price: $1,000 per security; estimated value on the pricing date: ≥ $931 (≈ 6.9 % underwriting premium and hedging costs).
• Underwriting discount/commission: up to 1.275 % ($12.75) shared between CGMI, Wells Fargo Securities and selected dealers.
• Credit exposure: unsecured senior notes of CGMHI; full and unconditional guarantee from Citigroup Inc.
• No stock dividends, voting rights or upside participation beyond coupons.
• Not listed; secondary liquidity, if any, expected to be limited and dealer-driven.

Key risk highlights

• Principal loss up to 100 % if NVDA ends below the 80 % downside threshold.
• Coupon non-payment risk whenever NVDA is below threshold on an observation date; investors could receive no income for the entire term.
• Issuer and guarantor credit risk; noteholders rank pari-passu with Citi’s senior unsecured debt.
• Valuation gap: fair value expected to be ~$931, meaning investors pay a premium for distribution and structuring costs.
• No exchange listing; resale likely at a discount including bid-ask spread and unwind charges.
• Tax treatment uncertain; Citi intends to treat the notes as prepaid forward contracts with ordinary income on coupons. Non-U.S. holders may face 30 % withholding.

Timeline

• Pricing date: 16 Jul 2025
• Issue date: 21 Jul 2025
• Potential autocall / calculation days: 16 Oct 2025, 16 Jan 2026, 16 Apr 2026, 16 Jul 2026 (final)
• Maturity: 21 Jul 2026

These short-dated, high-coupon structured notes suit investors with a constructive yet range-bound view on NVDA, who are willing to assume significant equity, liquidity and credit risk in exchange for an above-market contingent yield.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering unsecured Autocallable Securities linked to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index. The $1,000-denominated notes are part of the issuer’s Medium-Term Senior Notes, Series N program and are expected to price on 23 Jul 2025 and settle on 30 Jul 2025, with a final maturity of 30 Jul 2031 unless called earlier.

Structure

• No periodic interest; return is driven solely by the performance of the worst performing underlying.
• Automatic early redemption: occurs on any of 20 observation dates (quarterly after year one) if the worst performer closes at or above 90 % of its initial level (the “autocall barrier”).
• Early-redemption premium schedule starts at 9.30 % of principal (28 Jul 2026) and escalates to 55.80 % (23 Jul 2031).
• If not called, payment at maturity depends on the final level of the worst performer:
  • ≥ 90 % of initial: principal + final-date premium.
  • ≥ 75 % and < 90 %: principal only.
  • < 75 %: principal reduced 1-for-1 with the negative return of the worst performer (down to zero).
• Initial estimated value: at least US$932 per note, below the US$1,000 issue price, reflecting selling, structuring and hedging costs.
• Underwriter: Citigroup Global Markets Inc.; selected dealers receive up to US$8.00 structuring fee per note.
• Not listed on any exchange; secondary liquidity solely at the dealer’s discretion.
• All payments subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Key investor considerations

• Maximum return is capped at the stated premium—no participation in unlimited index upside.
• Principal protection is conditional; a decline of more than 25 % in the worst performer at final valuation causes dollar-for-dollar losses.
• Multiple underlyings increase the probability of one index underperforming and triggering downside.
• Investors forgo dividends on all three indices and receive no interim coupons.
• Tax treatment expected as a prepaid forward contract; final U.S. tax status remains uncertain.

Risk factors highlighted by the issuer include credit risk, market volatility concentrated on valuation dates, lack of liquidity, correlation risk among indices, and the embedded dealer spread between issue price and estimated value.