Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, callable contingent coupon equity-linked securities tied to the worst performer among the Russell 2000 Index, SPDR S&P Regional Banking ETF (KRE) and VanEck Semiconductor ETF (SMH), due October 20, 2028.

The notes may pay a contingent coupon of at least 1.0083% per month (approximately at least 12.10% per annum) if, on the relevant valuation date, the worst-performing underlying is at or above its coupon barrier set at 70% of its initial value. Principal is at risk below a final barrier set at 60% of initial; if the worst performer finishes below this level at maturity, repayment is reduced one-for-one with the decline, potentially to zero. The issuer may call the notes in whole on specified dates, paying $1,000 plus any due coupon.

The notes are not listed. Issue price is $1,000 per security, with an underwriting fee of up to $29.50 and per‑security proceeds to issuer of $970.50. The issuer currently expects an estimated value of at least $886 per security on the pricing date. All payments are subject to the credit risk of the issuer and guarantor.

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 Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, due October 24, 2030. The notes may pay a contingent coupon of at least 0.75% per period (at least 9.00% per annum) if, on each valuation date, the worst-performing index is at or above its coupon barrier, set at 70.00% of its initial value. At maturity, if not called, principal is repaid only if the worst performer is at or above its final barrier, set at 60.00% of its initial value; otherwise, repayment is reduced one-for-one with the index decline.

The issuer may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon. The notes are not listed and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Issue price is $1,000 per security, with an underwriting fee of up to $7.50 and per-security proceeds to the issuer of $992.50. The estimated value on the pricing date is expected to be at least $933.00 per security.

Citigroup Global Markets Holdings Inc. filed a preliminary 424(b)(2) for callable contingent coupon equity‑linked securities tied to Amazon.com, Inc., due October 21, 2027 and guaranteed by Citigroup Inc. The notes pay a contingent coupon of at least 12.55% per annum (paid only if AMZN’s closing value on each valuation date is at or above the 70% coupon barrier), and may be redeemed by the issuer on specified dates.

If held to maturity and the final AMZN value is at or above the 70% final barrier, investors receive $1,000 per note (plus any final coupon). If below the barrier, investors receive AMZN shares equal to the equity ratio (or, at the issuer’s option, cash based on that value), which can be significantly less than principal and could be zero.

Issue price is $1,000 per note, with an underwriting fee of up to $11 and per‑note proceeds to the issuer of $989. The estimated value is expected to be at least $930.50 per note on pricing. The notes are unsecured, subject to the credit risk of CGMHI and Citigroup Inc., and will not be listed.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering unsecured Autocallable Equity Linked Securities tied to Advanced Micro Devices, Inc. (AMD), due October 13, 2028. The notes pay a quarterly coupon of 2.5% of principal (10.00% per annum) and may be automatically called on set dates if AMD’s closing value is at or above the initial value.

Each $1,000 note has an initial AMD value of $232.89 and a 60% barrier at $139.734. If not called, at maturity you receive $1,000 if AMD is at or above the barrier, otherwise $1,000 + ($1,000 × underlying return), which can be significantly less than principal and may be zero (excluding the final coupon). Potential autocall dates begin October 8, 2026 and continue quarterly through July 10, 2028. The notes are not listed and carry the credit risk of Citigroup entities. Issue price is $1,000 per security; underwriting fee up to $28; estimated value $938.60. Total offering is $2,475,000.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) filed a 424(b)(2) preliminary pricing supplement for callable contingent coupon equity-linked securities due September 22, 2027. The notes are linked to the worst performing of the Nasdaq‑100 Index, Russell 2000 Index and S&P 500 Index, with a stated principal amount of $1,000 per security. Contingent coupons equal to at least 0.875% per period (at least 10.50% per annum, set on the pricing date) are paid only if, on the relevant valuation date, the worst performing index closes at or above its coupon barrier of 70% of its initial value.

If not called, repayment at maturity depends on the worst performer: full principal is returned if its final value is at or above a 67% final barrier; otherwise, repayment is $1,000 plus $1,000 times the index return, which can result in substantial loss, up 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. Estimated value on the pricing date is expected to be at least $935.50 per security. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Casper von Koskull, a director of Citigroup Inc. (C), reported two share acquisitions on 10/01/2025 recorded on a Form 4 filed 10/03/2025. The transactions reflect the reinvestment of dividend equivalents and the receipt of deferred shares under the issuer's non-employee director compensation plan. He acquired 12.5934 shares directly and 17.9795 shares indirectly for a combined 30.5729 shares at a price of $102.368 per share. After these entries, his beneficial ownership is reported as 8,023.3583 shares directly and 3,085.5229 shares indirectly. The Form 4 was signed by an attorney-in-fact on behalf of Mr. von Koskull.

Citigroup Inc. director Diana L. Taylor reported two non-derivative acquisitions on 10/01/2025 under Form 4. The filings show an acquisition of 12.5934 shares and an acquisition of 334.7651 shares, each recorded at a price of $102.368, and explained as a reinvestment of dividend equivalents under the issuer's compensation plan for non-employee directors. After these transactions, the reporting person holds 2,161.201 shares directly and 57,450.1413 shares indirectly; the indirect holdings are described as deferred shares held by the issuer for the reporting person under the same plan. The form is signed by an attorney-in-fact on behalf of Ms. Taylor on 10/03/2025.

Jonathan Paul Moulds, a director of Citigroup Inc. (C), reported acquisitions of common stock on 10/01/2025 under the issuer's non-employee director compensation arrangements. The filing lists a purchase at a price of $102.368 tied to a 5.7014 share reinvestment of dividend equivalents and a 270.9116 share grant of deferred shares. The report also notes 338.2543 deferred shares held by the issuer for his benefit and shows 978.4291 shares beneficially owned following one of the transactions. The transactions were reported on a Form 4 signed by an attorney-in-fact on 10/03/2025.

This Form 4 reports that Gary M. Reiner, a director of Citigroup Inc. (C), was awarded 439 shares of Citigroup common stock on 10/01/2025 under the issuer's compensation plan for non-employee directors. The reported acquisition price per share is $102.368. Following the transaction the filing shows 47,300.4175 shares beneficially owned (listed with direct ownership). The filing was signed by an attorney-in-fact on 10/03/2025. The document contains no earnings, guidance, or other corporate actions beyond the director award.