Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker: C), is marketing 5-Year Autocallable Contingent Coupon Securities linked to the worst performer of two underlyings: the iShares 20+ Year Treasury Bond ETF (TLT) and the S&P 500 Dynamic Participation Index (SPXDPU1).

Key commercial terms

• Contingent coupon: ≥7.40% p.a. (set on pricing 29-Jul-2025), paid monthly only if the worst performer’s closing value ≥80% of its initial value.
• Autocall feature: Monthly after the first year; called at par plus coupon if the worst performer ≥100% of its initial value on any valuation date.
• Downside buffer: 15%. If not autocalled and the worst performer falls >15%, investors lose principal point-for-point beyond the buffer.
• Maturity payment (31-Jul-2030): $1,000 if buffer holds; otherwise $1,000 + [$1,000 × (return + 15%)]. Minimum redemption $150 based on hypotheticals.
• Credit exposure: Payments depend on the senior unsecured obligations of Citigroup Global Markets Holdings Inc. and the guarantee of Citigroup Inc.

Illustrative outcomes

• Interim valuation: If worst return ≥-0.01%, note is redeemed at $1,006.167 (principal + coupon). Once return turns negative, coupon drops to $6.167 and principal is not repaid until maturity.
• Final valuation: Principal fully protected down to -15%. Deeper losses scale to a hypothetical $650 at -50% and $150 at -100%.

Primary risks: investors may receive no coupons, may lose up to 85% of principal, have no upside beyond coupons, face correlation risk between two diverse assets, and must absorb Citigroup credit risk. The notes are not exchange-listed and are expected to price below issue value in secondary markets.

Form 4 filing overview: On 06/30/2025, Lixte Biotechnology Holdings (LIXT) director Dr. Yun Yen received two new option grants. The first covers 10,000 shares at an exercise price of $0.905, vesting in eight equal quarterly installments beginning 09/30/2025. The second grant provides 11,632 options at the same price, vesting immediately in lieu of quarterly cash board compensation. Following the grants, Dr. Yen now directly holds a mix of previously issued options dating back to 2018—2025 with strike prices ranging from $0.905 to $66, as well as 5,263 warrants held indirectly through Sino-American Cancer FDD. No common shares were bought or sold, and all transactions involve derivative securities only. The filing indicates continued equity-based alignment between the director and shareholders but does not disclose cash transactions or changes in total share count.

JPMorgan Chase Financial Company LLC is offering $1.2 million aggregate principal amount of Auto-Callable Contingent Interest Notes due 12 July 2027, fully and unconditionally guaranteed by JPMorgan Chase & Co.

• Underlying stocks: Bank of America (BAC), Citigroup (C) and Wells Fargo (WFC).
• Coupon profile: 11.10% p.a. (2.775% quarterly) paid only if the closing price of each reference stock on a Review Date is ≥ 60% of its initial value (the “Interest Barrier”). Missed coupons accumulate and are paid when the barrier is next met.
• Automatic call: If on any non-final Review Date all three stocks are at or above their initial values, investors receive par plus the current coupon (and any unpaid coupons) and the notes terminate early.
• Downside risk: If not called and any stock closes below 60% of its initial value on the final Review Date, repayment = $1,000 × (1 + worst stock return). Investors lose more than 40% of principal at maturity and could lose it all.
• Pricing: Issue price $1,000; estimated value $971.80 (reflecting structuring & hedging costs). Selling fee $22.50 per $1,000; net proceeds $977.50.
• Key dates: Priced 7 Jul 2025; settlement 10 Jul 2025; eight scheduled quarterly Review/Interest dates; maturity 12 Jul 2027.
• Credit exposure: Unsecured, unsubordinated obligations of JPMorgan Financial; subject to the credit risk of both the issuer and JPMorgan Chase & Co.

The structure targets income-oriented investors willing to accept single-stock downside exposure, limited upside (maximum coupons) and potential early redemption. Lack of listing limits liquidity and secondary prices will likely trade below issue price, particularly during the initial hedging-cost amortisation period.

Offering overview. UBS AG is marketing unsubordinated, unsecured Trigger Callable Contingent Yield Notes linked to the common stock of Palantir Technologies Inc. (PLTR). The notes will be issued at $1,000 principal value and are scheduled to mature on or about 20 January 2027 (~18 months), unless UBS exercises its issuer-call right.

Income mechanics. Investors are eligible to receive a contingent coupon of 20.95% per annum (≈1.746% monthly, $17.4583 per note) on each monthly coupon payment date only if the closing price of PLTR is ≥ the Coupon Barrier (50% of the initial level). If the barrier is not met, the coupon for that month is forfeited. Coupons are not cumulative.

Call feature. Beginning with the third observation date (October 14 2025) UBS may redeem the notes in whole on any monthly observation date (other than the final valuation date) regardless of the underlying level. If called, holders receive the $1,000 principal plus any due coupon; no further payments accrue. Early redemption subjects investors to reinvestment risk.

Principal repayment. • If the notes are not called and PLTR closes ≥ Downside Threshold (50% of the initial level) on the final valuation date (14 January 2027), investors receive full principal.
• If the final level is < Downside Threshold, repayment equals $1,000 × (1 + Underlying Return). Losses therefore mirror PLTR’s percentage decline below the threshold, up to total loss.

Key economic terms (to be fixed on trade date 14 July 2025):

• Coupon Barrier: 50 % of initial level
• Downside Threshold: 50 % of initial level
• Estimated initial value: $935.40 – $965.40 (93.5 %–96.5 % of issue price)
• Underwriting discount: up to $22.25 (2.225 %) per note; proceeds to UBS ≥ $977.75

Risk highlights. 1) Investors may lose some or all principal if PLTR falls > 50 %. 2) Coupons are contingent and may never be paid. 3) UBS credit risk applies; the notes are not FDIC-insured, exchange-listed or rated. 4) Early call limits upside; high coupon reflects elevated expected volatility. 5) Secondary market liquidity is expected to be limited and prices will include bid-ask spreads and dealer markdowns.

Tax. UBS and the investor will treat the notes as prepaid derivative contracts with ordinary income treatment for any coupons; however, tax characterization is uncertain.

Use-of-proceeds & distribution. UBS Securities LLC will purchase the entire issue and may re-allow discounts to third-party dealers. FINRA Rule 5121 applies due to affiliate conflicts.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity-Linked Securities linked to NVIDIA Corporation (NVDA) maturing 12 July 2028. The $1,000-denominated notes pay a 12.00% p.a. contingent coupon (3.00% quarterly) only when NVDA’s closing price on the relevant valuation date is at or above the coupon barrier of $94.944 (60% of the $158.24 initial value). Any missed coupons accrue and are paid only if a later observation meets the barrier.

Automatic early redemption can occur on any of the ten quarterly potential autocall dates starting 7 Jan 2026 if NVDA closes at or above the initial value, returning $1,000 plus the due coupon(s). This limits upside duration and reinvestment flexibility.

If the notes are not called, the principal outcome on maturity depends on NVDA’s final value:

• ≥ $94.944 (≥60% of initial): full $1,000 principal is returned.
• < $94.944: investors receive $1,000 × (1 + return), incurring a 1-for-1 loss below the barrier, with maximum loss of the entire investment.

Issue size is $1.273 million; notes are unlisted and subject to Citigroup credit risk. Investors pay an issue price of $1,000 while the estimated value is $965.70, reflecting structuring and hedging costs. CGMI receives up to $25.50 (2.55%) underwriting fee per note.

Key risks highlighted include potential total loss of principal, missed coupons, early call truncation of yield, limited liquidity, model-based pricing gap, and complex U.S. tax treatment. The product suits investors seeking high income who can absorb NVDA volatility, accept credit exposure to Citigroup, and hold to maturity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1.533 million of Callable Contingent Coupon Equity-Linked Securities (Series N) due 10 June 2027. Each $1,000 note is linked to the worst performance among the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the VanEck Gold Miners ETF (GDX).

The securities pay a contingent coupon of 1.0833 % per month ≈ 13 % p.a. on each scheduled payment date only if the worst-performing underlying closes at or above 70 % of its initial level (the “coupon barrier”) on the immediately preceding valuation date. Coupons are forgone for any month in which the barrier is breached. Citigroup may call the notes in whole (not in part) on 20 pre-defined dates starting 7 Oct 2025; holders then receive $1,000 plus any due coupon.

If the notes are not called, the principal repayment is conditional. At maturity investors receive:

• $1,000 + final coupon if the worst underlying is ≥ 60 % of its initial level (the “final barrier”).
• $1,000 + ($1,000 × underlying return) if the worst underlying is < 60 %, exposing the investor to a dollar-for-dollar loss below the barrier (maximum loss 100 %).

The issue price is $1,000 but the estimated value is $969.50, reflecting distribution and hedging costs. The notes are unsecured, unsubordinated obligations subject to the credit risk of both the issuer and guarantor and will not be listed on any exchange, limiting liquidity. CGMI intends (but is not obliged) to make a secondary market and will apply a temporary bid adjustment that amortises to zero over roughly three months.

Key documented risks include potential loss of the entire investment, missed coupons during market downturns, heightened correlation/volatility risk from multiple underlyings, early redemption at the issuer’s option, and the difference between issue price and estimated value. U.S. federal tax treatment is uncertain; Citigroup intends to treat the notes as prepaid forward contracts with ordinary-income coupons, but alternative outcomes are possible.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering Autocallable Phoenix Securities linked to the common stock of Bank of America Corporation (BAC). The unsecured senior notes have a scheduled 3-year term, but may be redeemed as early as the first quarterly interim valuation date (≈3 months after issuance) if BAC’s closing price is at or above the Initial Share Price.

Key economic terms

• Stated principal: $1,000 per security; aggregate size TBD.
• Contingent coupon: ≥2.50 % of face value per quarter (10 % annualized minimum) paid only when BAC’s price on the applicable valuation date is ≥ the Coupon Barrier (80 % of the initial price). Missed coupons accrue and are paid in arrears if a later valuation meets the barrier.
• Automatic early redemption: Occurs on any interim date if BAC closes ≥ the initial price. Holders then receive $1,000 plus the relevant coupon (including unpaid accrued coupons).
• Protection level: At maturity, if not previously redeemed, holders receive full principal only if BAC’s final price ≥ the Final Barrier (80 % of initial). Below the barrier, repayment equals $1,000 + ($1,000 × Share Return), resulting in up to 100 % loss.
• Estimated value: At least $917.50 on pricing date, ≈8 % below the $1,000 issue price due to fees, hedging costs and internal funding spread.
• Underwriting/placement fee: $20 per security (2 %); waived for fiduciary accounts.
• Listing: None; secondary liquidity solely at dealer’s discretion.

Risk highlights

• No assured coupons; payments depend on BAC’s quarterly performance.
• Down-side exposure begins below 80 % of initial; investors forego all upside beyond coupons.
• Credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Estimated value < issue price; secondary market likely at a discount.
• Complex tax treatment; U.S. federal consequences are uncertain.

The product may suit investors seeking enhanced yield relative to plain-vanilla Citigroup debt and who have a moderately constructive view on BAC over the next three years, but are willing to accept equity-like downside, early-call reinvestment risk and limited liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Trigger Autocallable Notes linked to the S&P 500 Index (SPX) with a scheduled 2-year term (trade date 10 Jul 2025, maturity 14 Jul 2027) unless called earlier. The notes are unsecured, unsubordinated debt obligations that do not pay periodic interest.

Return profile

• Automatic call: If on any quarterly valuation date (starting six months post-issuance) the SPX closing level is ≥ the initial level, the notes are called and the investor receives the stated principal ($10) plus a call return.
• Call return rate: Fixed at ≥ 9.00 % p.a.; therefore the call return per $10 note grows from $0.45 (4.50 %) after six months to $1.80 (18.00 %) at final valuation.
• Downside protection: If not called, principal is repaid at maturity only if the final SPX level is ≥ 80 % of the initial level (the “downside threshold”).
• Full downside exposure: If the final level is < 80 % of the initial level, repayment equals $10 × (1 + index return), resulting in a proportional loss of up to 100 % of principal.

Key economics & distribution

• Issue price: $10.00; underwriting discount: $0.15; proceeds to issuer: $9.85.
• Expected estimated value on trade date: ≥ $9.706, below issue price due to selling and hedging costs.
• Minimum investment: 100 notes ($1,000).
• CUSIP/ISIN: 17332B884 / US17332B8845. Notes will not be listed on any exchange; secondary liquidity, if any, will be provided only by CGMI.

Principal risks highlighted

• No guaranteed principal; investors may lose all capital if SPX falls > 20 % from initial level.
• Limited upside: maximum total return capped at the call schedule; investors do not participate in index appreciation beyond call return.
• Credit risk of both the issuer and Citigroup Inc.
• Lack of interest payments, no dividend entitlement, and potentially illiquid secondary market.
• Tax treatment uncertain; counsel believes prepaid forward contract treatment is reasonable but not assured.
• Estimated value < issue price; immediate secondary market values likely below $10.

Indicative timeline: Settlement 14 Jul 2025; first call observation 12 Jan 2026; subsequent quarterly observations through 12 Jul 2027.

The product suits investors comfortable with equity-linked downside risk, limited upside, no income, and issuer/credit exposure, who are seeking potential enhanced returns if SPX remains flat or rises.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering unsecured Market-Linked Securities that mature on 19 Jan 2029 and are tied to the performance of the S&P 500 Futures Excess Return Index (ticker SPXFP). The $1,000-denominated notes pay no periodic interest; instead, investors receive at maturity:

• Principal protection: repayment of the full $1,000 stated amount if the index is flat or down.
• Contingent upside: if the final index level exceeds the initial level, holders earn the percentage increase multiplied by an upside participation rate of at least 103% (final rate set on the 16 Jul 2025 pricing date).

Key dates: pricing 16 Jul 2025; issuance 21 Jul 2025; valuation 16 Jan 2029; maturity 19 Jan 2029. The securities will not be listed, and Citigroup Global Markets Inc. (CGMI) intends, but is not obligated, to make a secondary market.

Economic positioning: The underlying index reflects E-mini S&P 500 futures and embeds an implicit financing cost, so it is expected to underperform the S&P 500 total-return index over time. Historical data (to 7 Jul 2025) show the index lagging the S&P 500 Price Return by 4-5 ppts annualised across 1-, 3- and 5-year periods.

Pricing economics: Citigroup estimates an initial fair value of ≈$920.50 per note (≈92.1% of the $1,000 issue price), reflecting selling concessions, hedging costs and the issuer’s internal funding rate. No underwriting discount is charged, but CGMI will pay selected dealers up to $5 per note as a structuring/marketing fee. CGMI and affiliates may realise hedging profits.

Primary risks highlighted:

• Credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• No interim income; investors forego dividends on the S&P 500 stocks.
• Liquidity: unlisted notes, potential absence of a secondary market, and possible sale below par before maturity.
• Value drag: financing cost inherent in SPXFP, estimated-value discount and bid-ask spread.
• Tax: treated as contingent payment debt instruments; U.S. holders must accrue comparable-yield interest; generally exempt from §871(m) withholding for non-U.S. investors unless delta-one at pricing.

Overall, these notes suit investors seeking principal protection with modest leveraged equity upside, who can hold until 2029 and who understand structured-product, credit and liquidity risks.