Citigroup Inc SEC Filings

Canopy Growth Corporation (CGC) filed an 8-K reporting the immediate termination of Chief Financial Officer Judy Hong on 9 July 2025. The company states the dismissal was “without cause” and unrelated to its financial performance or reporting practices. Under the terms of her March 29 2022 employment agreement, Ms. Hong will receive all severance benefits applicable to a no-cause separation and a previously agreed US$150,000 retention bonus dated August 19 2024.

Interim leadership: Vice President, Finance Thomas Stewart, 43, has been appointed interim CFO effective the same day. Stewart has held finance leadership roles at Canopy since April 2019, including Chief Accounting Officer, and previously spent more than a decade at Constellation Brands. He is a CPA (NY) with extensive U.S. GAAP experience.

Compensation terms: An interim offer letter (Exhibit 10.1) grants Stewart an additional US$7,500 monthly stipend on top of his existing salary. His FY 2026 short-term incentive target will equal 75% of combined salary and stipend, prorated for his tenure as interim CFO.

Governance & disclosure: The company affirms there are no related-party transactions or family relationships involving either executive, and Item 7.01 furnishes a supporting press release (Exhibit 99.1). No financial statements accompany the filing.

While the board initiates a search for a permanent CFO, the internal appointment aims to ensure continuity across external reporting, FP&A, tax, and operations finance functions.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (NYSE: C), is offering Callable Contingent Coupon Equity-Linked Securities tied to the common shares of Marvell Technology, Inc. (NASDAQ: MRVL). The unsecured senior notes (Series N) will be issued at $1,000 per security on 15 July 2025 and mature on 15 July 2027, unless redeemed earlier by the issuer.

Income potential: Investors are eligible for a 20.00% annualised contingent coupon (5.00% quarterly) payable only if the closing price of MRVL on each valuation date is at least the coupon barrier, set at 58% of the initial share price. Missed coupons are not recouped.

Principal repayment: At maturity, if not previously called and the final MRVL price is at or above the final barrier (also 58% of initial), holders receive the full $1,000 principal plus any due coupon. If the final price is below the barrier, investors receive either MRVL shares or cash worth only 58% (or less) of principal, exposing them to substantial downside and potential total loss.

Call feature: Citigroup may redeem the notes on any of six quarterly dates beginning 12 January 2026 at par plus the applicable coupon, capping upside.

Pricing economics: Issue price is $1,000; underwriting fee up to $18.50; net proceeds at least $981.50. The bank estimates the fair value on the pricing date will be ≥ $917.50, reflecting embedded structuring and hedging costs. The securities will not be listed, and liquidity depends on Citigroup Global Markets Inc. making a market.

Key risks highlighted:

• No guaranteed coupons; payments are contingent on MRVL performance.
• Barrier risk: final value below 58% triggers share delivery/cash worth significantly less than principal, possibly zero.
• Issuer & guarantor credit risk: payments rely on Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Liquidity: no exchange listing and potential lack of secondary market.
• Valuation disparity: estimated value below issue price; any secondary market price likely below par.
• Tax uncertainty: treated as prepaid forward contracts with ordinary-income coupons; IRS could challenge.

The product targets investors seeking high conditional income and willing to accept equity-like downside, early redemption risk, credit exposure to Citigroup and limited liquidity.

Nano Labs Ltd (Nasdaq: NA) has filed a Form F-3 shelf prospectus dated 9 July 2025 covering the potential resale of up to 5,952,381 Class A ordinary shares underlying warrants issued in a 26 June 2025 private placement. The company itself is not offering shares and will receive proceeds only if selling shareholders exercise the warrants for cash.

Corporate structure and listing: Nano Labs is a Cayman Islands holding company that conducts operations through PRC and Hong Kong subsidiaries. Class A shares trade on the Nasdaq Capital Market; the last quoted price on 8 July 2025 was US$7.86. The firm maintains a dual-class share structure (Class B shares receive 30 votes each).

Financial snapshot (RMB unless stated): 2024 revenue fell to 40.6 million (US$5.65 million) from 78.3 million in 2023. Net loss narrowed to 119.5 million (US$16.6 million) versus a 254.4 million loss in 2023. Cash and cash equivalents stood at 32.4 million (US$4.5 million) with negative operating cash flow of 139.3 million. Crypto holdings totalled 242.9 million (US$33.8 million). Shareholders’ equity turned positive at 232.9 million after additional paid-in capital injections.

Use of proceeds: No direct proceeds to the company from resale. Any cash generated by warrant exercises will go to working capital; specific uses are not yet designated.

Key risks highlighted in the filing:

• Regulatory: Exposure to Holding Foreign Companies Accountable Act (possible delisting if PCAOB access lapses); extensive PRC oversight of cryptocurrency and overseas listings; CSRC filing obligations after the private placement.
• Operational: Heavy dependence on volatile cryptocurrency markets, technology shifts, limited supplier base and customer concentration.
• Financial: Consecutive annual losses, negative operating cash flow, reliance on external funding, liquidity concentrated in digital assets.
• Structural: Cayman holding-company structure limits direct ownership of PRC assets; uncertainty around dividend upstreaming.

Offering terms: After full warrant exercise, total shares outstanding would be 29,524,214 (26,665,305 Class A; 2,858,909 Class B). Selling shareholders may dispose of shares through various methods at market or negotiated prices.

Material considerations for investors: The filing does not immediately dilute existing shareholders but may increase float upon warrant exercise. Investors should weigh the company’s improving equity position and crypto asset base against persistent losses, regulatory uncertainty and dependence on a highly volatile sector.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Market-Linked Securities tied to the VanEck Semiconductor ETF (ticker SMH). The $1,000-denominated notes pay no coupons and will mature on 28 July 2028 unless automatically redeemed earlier. On each annual valuation date (27 Jul 2026, 26 Jul 2027 and 25 Jul 2028) the notes will be called if SMH’s closing price is at or above the initial level set 25 Jul 2025, delivering the $1,000 principal plus a fixed premium of at least 7 %, 14 % or 21 %, respectively. If not called, investors receive at maturity (i) principal plus the 21 % premium if the final level is ≥ initial, or (ii) only principal if the final level is lower. Investors forgo dividends and any upside beyond the fixed premiums.

The issue price is $1,000, comprising $7.50 maximum underwriting fee (0.75 %) and estimated value of at least $954 (≈95.4 % of par), reflecting structuring and hedging costs. The securities will not be listed; liquidity will depend solely on Citigroup’s discretionary secondary market. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Key risks highlighted span limited total return, no interest income, potential early redemption that limits reinvestment opportunities, exposure to semiconductor-sector volatility, possible significant bid–ask spreads, and the usual uncertainties around proprietary valuation, tax treatment (contingent-payment debt), and Section 871(m) withholding for non-U.S. holders.

For Citigroup, the filing represents routine funding via its Series N medium-term note shelf; proceeds (≈99.25 % of par before hedging profits) will be used for general corporate purposes and associated hedges.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering Callable Contingent Coupon Equity-Linked Securities maturing on 21 July 2028. The $1,000-denominated notes are unsecured senior debt and will not be listed on any exchange.

The notes pay a contingent coupon of at least 0.8375 % per month (≥10.05 % p.a.) on each scheduled payment date only if the worst performing of the following underlyings closes at or above 70 % of its initial level on the preceding valuation date: (1) Dow Jones Industrial Average (DJIA), (2) Energy Select Sector SPDR Fund (XLE), (3) Russell 2000 Index (RTY). If the worst performer is below the 70 % coupon barrier, no coupon is paid for that period.

Issuer call right: Citigroup may redeem the notes in whole on any of 30 potential redemption dates starting 20 January 2026. Called notes return $1,000 plus any due coupon, terminating future payments.

Principal repayment: • If not called and the worst performer is ≥60 % of its initial value on the final valuation date (18 July 2028), investors receive the full $1,000 principal (plus final coupon if earned). • If the worst performer is <60 % of initial, repayment equals $1,000 plus $1,000 × underlying return of the worst performer, exposing holders to 1:1 downside below the 60 % barrier with a potential loss of all principal.

Key economic terms

• Initial pricing date: 18 July 2025; issue date: 23 July 2025
• CUSIP/ISIN: 17333LJW6 / US17333LJW63
• Estimated value on pricing date: at least $923.50 (≈92.4 % of issue price), reflecting distribution & hedging costs
• Structuring fee to dealers: up to $5.00 per note; additional marketing fees up to $4.50 per note

Illustrative payouts show: (i) full principal plus coupon when the worst performer stays ≥60 % (example 4–5); (ii) 50 % or 20 % principal return when the worst performer falls 40–80 % (examples 6–7).

Risk highlights (selected from PS-6 – PS-9):

• Investors may lose all invested principal and receive no coupons.
• Coupon payments are contingent; higher stated rate compensates for higher risk.
• Multiple underlyings heighten the chance that one triggers a barrier breach.
• Notes subject to credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• No secondary-market listing; CGMI may provide only indicative bid quotes.
• Estimated value is below issue price; secondary values will reflect a bid-ask spread and issuer funding rate.
• Sector concentration (energy) and small-cap exposure (Russell 2000) add volatility.
• Complex U.S. tax treatment; withholding of 30 % possible for non-U.S. investors.

These securities are designed for sophisticated investors seeking elevated income who can tolerate the possibility of zero coupons, early redemption at issuer discretion, and significant principal loss tied to equity market performance.

Credo Technology Group Holding Ltd (CRDO) – Form 4 filing dated 07/08/2025

President & CEO William J. Brennan reported a Rule 16 transaction code “F”, indicating shares were withheld by the company on 07/05/2025 to cover tax obligations arising from restricted-stock-unit (RSU) vesting. A total of 6,149 ordinary shares were disposed at an accounting price of $93.61 per share (≈ $575 k in value). Following the transaction, Brennan still owns 439,782 shares directly and 2,211,978 shares indirectly through The Brennan Family Trust, leaving his total beneficial stake at roughly 2.65 million shares.

The filing reflects a routine, non-cash settlement rather than an open-market sale. Ownership concentration by the CEO remains high, signalling continued alignment with common shareholders. No derivative securities were involved and there are no indications of changes in executive roles or other material corporate events.

On 7 July 2025, W. P. Carey Inc. (NYSE: WPC) entered into an underwriting agreement with Wells Fargo Securities, BofA Securities and Scotia Capital (USA) Inc. for a public offering of $400 million aggregate principal amount of 4.650% Senior Notes due 2030. The notes are expected to settle on 10 July 2025 under the company’s automatic shelf registration (File No. 333-286885).

The company will apply the net proceeds to repay a portion of borrowings outstanding under its $2.0 billion unsecured revolving credit facility and for other general corporate purposes. The underwriting agreement contains customary representations, warranties, covenants and indemnification provisions. A pricing press release was simultaneously issued (Exhibit 99.1).

• Issue Size: $400 million
• Coupon: 4.650%
• Maturity: 2030
• Expected Closing: 10 July 2025
• Use of Proceeds: Debt repayment & general corporate

No earnings figures or other financial performance data were disclosed in this Form 8-K.

ServiceTitan, Inc. (symbol: TTAN) has filed a Form 144 announcing the proposed sale of 390 Class A common shares on 07 July 2025 through Merrill Lynch. The filing states an aggregate market value of $42,705 for the new transaction and lists 5,770,464 Class A shares outstanding.

More notably, the form discloses extensive sales executed during the preceding three-month period by investment vehicles affiliated with Bessemer Venture Partners and 15 Angels II LLC. Across 21 separate trades between 10 June 2025 and 03 July 2025, these entities disposed of approximately 931,364 Class A shares for total gross proceeds of about $97.6 million. The largest single-day sale occurred on 10 June 2025, when Bessemer Venture Partners VIII Institutional L.P. sold 266,502 shares for $27.18 million.

Combined, the past-quarter disposals represent roughly 16% of the current shares outstanding, signalling sustained distribution by major early investors. The forthcoming 390-share sale is immaterial in isolation, but the aggregate selling trend may raise supply-side concerns for public shareholders.

No earnings, operational updates, or other corporate developments are included in this filing. The signatory attests to the absence of undisclosed material adverse information, in line with Rule 144 requirements.

HealthEquity, Inc. (HQY) – Insider Form 4 filing: EVP & CFO James M. Lucania reported an automatic disposition of 2,375 common shares on 07/03/2025 at an average price of $100.8721 per share. The transaction is coded “F,” indicating shares were withheld by the company to cover tax obligations arising from the vesting of previously granted equity awards rather than an open-market sale. After the withholding, Lucania still directly owns 89,429 shares of HQY, preserving a sizable equity stake that aligns his interests with shareholders.

The filing shows no derivative transactions and does not signal discretionary trading activity. Given the limited size of the disposition (≈2.6% of his post-transaction holdings) and its tax-withholding nature, the market impact is expected to be minimal.