Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. is offering Autocallable Equity-Linked Securities due July 14, 2026 that are linked to the worst performer among the S&P 500, Russell 2000 and Nasdaq-100 indices. The $1,000-denominated notes are senior unsecured obligations of the issuer and are fully, unconditionally guaranteed by Citigroup Inc.

Income profile. Unless the securities are redeemed early, investors will receive a fixed monthly coupon equal to ≥ 1.0375 % of principal (≈ ≥ 12.45 % p.a.) on the 14th calendar day of each month, beginning August 2025. Coupon payments continue only while the notes remain outstanding; once an autocall occurs, no further coupons are paid.

Automatic early redemption. On any of nine scheduled potential autocall dates—from 9 Oct 2025 through 10 Jun 2026—the notes will be redeemed at par plus the current coupon if the worst performing index closes at or above its initial level. Autocall can occur as early as three months after issuance, capping total return.

Maturity settlement. If not previously called, investors receive on 14 Jul 2026:

• Par ($1,000) plus final coupon if the worst performer is ≥ its initial value, or if it is below its initial value but no knock-in event has occurred.
• Par reduced by the full negative index return (down to zero) if the worst performer is below its initial value and at any time during the observation period one index closed <70 % of its initial level (the 70 % knock-in barrier).

Key reference levels set on 7 Jul 2025: S&P 500 6,229.98; Russell 2000 2,214.226; Nasdaq-100 22,685.57. Their respective knock-in values are 4,360.986; 1,549.958; and 15,879.899.

Pricing metrics. Issue price is $1,000 with an estimated initial value of ≈ $944 (5.6 % discount to par) based on Citi’s internal models. CGMI acts as sole underwriter, earning up to $2.00 per note. The notes will not be listed; secondary liquidity, if any, will be provided solely by CGMI.

Risk highlights.

• Principal is at risk: once the 70 % barrier is breached, investors are fully exposed to index declines at maturity and could lose the entire $1,000 principal.
• Multiple underlyings: performance depends exclusively on the single worst index; gains in other indices offer no benefit.
• Volatility & correlation sensitivity: higher volatility and lower inter-index correlation raise knock-in probability, justifying the elevated coupon.
• Credit exposure: payments rely on the credit of Citigroup Global Markets Holdings Inc. and the Citigroup Inc. guarantee.
• Liquidity: no exchange listing and a discretionary secondary market mean investors should be prepared to hold to maturity.
• Tax treatment uncertain: Citi intends to treat each coupon as a combination of interest and option premium; the IRS could challenge this view.

JPMorgan Chase Financial Company LLC is offering Callable Contingent Interest Notes maturing on 10-Apr-2026 that are linked individually (not as a basket) to the Russell 2000-® Index (RTY), the S&P 500-® Index (SPX) and the Invesco QQQ Trust SM (QQQ).

Key economic terms

• Principal: $1,000 minimum denominations.
• Term: ≈ 9 months (Strike Date 07-Jul-2025; Maturity Date 10-Apr-2026).
• Contingent Interest: ≥0.9375% per month (≥8.4375% total) paid only if the closing value of each underlying on a Review Date is ≥84% of its Strike Value (the “Interest Barrier”).
• Early Redemption: Issuer may call the notes in whole on any Interest Payment Date from 10-Oct-2025 onward for $1,000 plus the prior month’s contingent coupon.
• Downside Protection: 16% buffer. If any underlying closes <84% of Strike on the final Review Date, repayment is reduced by a factor of 1.19048, producing a dollar loss of 1.19048% for every 1% decline beyond the buffer. Maximum loss: 100% of principal.
• Estimated Value: ~$991 per $1,000 note at launch (no lower than $980), reflecting structuring/hedging costs embedded in the $1,000 price.
• Credit: Unsecured, unsubordinated obligations of JPMorgan Chase Financial; fully and unconditionally guaranteed by JPMorgan Chase & Co.

Cash-flow mechanics

If the notes are not called and each underlying remains above its 84% barrier on all nine Review Dates, the investor receives nine monthly coupons totaling $84.375 plus $1,000 principal on maturity (total 8.44% return). If any underlying breaches the barrier on a Review Date, that month’s coupon is skipped. Should any underlying finish below its 84% Buffer Threshold at maturity, principal is eroded according to the downside formula—e.g., a 60% final decline in the worst performer results in only $476.19 returned (–52.38% total loss).

Principal risk considerations

• No guarantee of coupon or principal; investors are exposed to the worst-performing underlying.
• Issuer call can truncate the investment after as little as three months, capping potential income and forcing reinvestment risk.
• Notes are illiquid, unlisted and will generally price below par in the secondary market; estimated value is already ~$9 below issue price.
• Exposure to JPM Financial / JPM Chase credit risk.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker: C), is offering 2,466 Contingent Income Auto-Callable Securities maturing 7 July 2028 and linked to the ordinary shares of Eaton Corporation plc (ETN). Each $1,000 note is an unsecured, senior, principal-at-risk obligation and will not be listed on an exchange.

Income mechanics. The securities pay a quarterly contingent coupon of 2.7375% (10.95% p.a.) only if ETN’s closing price on the relevant valuation date is at least the downside threshold of 75% of the initial share price ($362.22 → threshold $271.665). Miss the barrier on any quarter and that coupon is permanently forfeited.

Auto-call feature. Beginning three months after issuance, the notes will be automatically redeemed if ETN closes at or above the initial share price on any potential redemption date. Holders then receive par plus the due coupon, ending further upside and future coupons.

Principal repayment. • If not auto-called and ETN ≥ threshold at final valuation, investors receive par + final coupon.
• If ETN < threshold, repayment equals $1,000 × (1 + share return), exposing investors 1:1 to downside without floor; payment could be less than 75% of par and may be zero.

Pricing & fees. Issue price $1,000; estimated value $970 (3.0% discount reflects selling concession $17.50, structuring fee $5, and hedging profits). Aggregate proceeds to the issuer: $2.411 million after fees. Notes are not FDIC-insured; all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Key risks. (i) Total loss of principal if ETN falls >25%; (ii) no participation in ETN appreciation; (iii) early redemption risk limits coupon stream; (iv) limited or no secondary market; (v) tax treatment uncertain and subject to withholding for non-US holders; (vi) estimated value below issue price highlights embedded costs.

Investor profile. Suitable only for sophisticated investors who (1) are moderately bullish to range-bound on ETN over 3–36 months, (2) can tolerate single-stock volatility and potential total loss, (3) accept credit and liquidity risk, and (4) value high contingent income over equity upside.

JPMorgan Chase Financial Company LLC is offering $830,000 principal amount of Review Notes linked to the MerQube US Large-Cap Vol Advantage Index (MQUSLVA), fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes, priced on 3 July 2025 and settling on or about 9 July 2025, are SEC-registered under Rule 424(b)(2).

Structure & Key Economics

• Denomination: $1,000 minimum; CUSIP 48136FAX0.
• Automatic Call Feature: Observed quarterly on 23 scheduled Review Dates beginning 5 Jan 2026. If the Index closes at or above 90 % of its Initial Value, investors receive $1,000 plus a predetermined Call Premium (6.575 % to 78.90 %) and the notes terminate.
• Barrier Protection at Maturity: If not called and the Final Index Level is ≥ 60 % of Initial (Barrier = 2,114.97), principal is repaid. Below the barrier, repayment equals $1,000 + ($1,000 × Index Return), exposing the holder to a loss of > 40 % and up to 100 % of principal.
• Upside / Downside Profile: No participation in further Index appreciation beyond the fixed Call Premium; unlimited downside below the 40 % barrier if held to maturity.
• Issue Pricing: Public price $1,000; selling commissions $42.75 (4.275 %); net proceeds $957.25. The estimated value at pricing is $905.20, highlighting an issuer margin of roughly 9.5 %.

MerQube US Large-Cap Vol Advantage Index

• Rules-based exposure to E-mini S&P 500 futures with weekly leverage adjustment targeting 35 % implied volatility (0 %–500 % exposure).
• Subject to a material 6 % per-annum daily deduction that drags performance versus a non-deducted index.
• Launched 11 Feb 2022; JPM affiliate owns 10 % of the Index Sponsor, posing structural conflicts of interest.

Risk Highlights

• Credit exposure to JPMorgan Chase Financial and JPMorgan Chase & Co.
• No interest, dividend or collateral return; limited liquidity—notes will not be listed.
• Complex leverage mechanics, potential for significant under- or over-exposure, and roll costs inherent in futures-based strategy.
• Secondary market prices expected to be below issue price; valuation may include an internal funding rate not observable in public markets.

Tax & Regulation – Issuer intends to treat the notes as open transactions for U.S. federal tax; Section 871(m) withholding expected not to apply. Notes fall under the CEA hybrid instrument exemption and provide no CFTC protections.

These securities suit investors comfortable with JPMorgan credit risk, complex volatility-target strategies and potential principal loss, in exchange for fixed call premiums if the Index remains at or above 90 % of its start level on quarterly observations.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering $895,000 in Market-Linked Securities (Series A) that mature on 7 July 2028 and are linked to the common stock of Marvell Technology, Inc. (MRVL). The securities combine unsecured senior debt with embedded equity-linked options and are designed for income-oriented investors willing to assume significant equity and credit risk.

• Issue & Pricing: $1,000 principal per security; price to public $1,000; selling commissions $23.25; net proceeds $976.75; estimated value on the pricing date $954.80.
• Contingent Coupons: 16.25% p.a., paid quarterly only if MRVL’s closing price on each calculation day is ≥ threshold price ($37.59, or 50 % of the $75.18 starting price). Missing the threshold in any quarter eliminates that period’s coupon.
• Auto-Call Feature: From Oct-2025 through Apr-2028, if MRVL’s closing price on any calculation day is ≥ the starting price, the note is automatically called at par plus the relevant coupon. The first possible call is roughly three months after issuance; the last is three months before maturity.
• Principal Repayment at Maturity: • If not called and MRVL ≥ threshold on the final calculation day, investors receive full principal plus the final coupon. • If MRVL < threshold, principal repayment = $1,000 + ($1,000 × stock return), exposing investors to a 1:1 downside below –50 %, with a potential total loss.
• Key Dates: Pricing 3 Jul 2025; issue 9 Jul 2025; quarterly observation dates each Jan/Apr/Jul/Oct; final observation 3 Jul 2028; maturity 7 Jul 2028.
• Liquidity & Listing: No exchange listing; secondary trading, if any, will be on a dealer-run, best-efforts basis. JPMS expects secondary prices to be below issue price, especially within the first three months.
• Credit & Structural Risks: Payments depend on the credit of JPMorgan Financial and the JPMorgan Chase & Co. guarantee. Investors forgo dividends and any upside in MRVL shares, bear full downside below the 50 % barrier, and could receive no coupons.
• Tax: Issuer intends to treat the notes as prepaid forward contracts with contingent coupons taxable as ordinary income; withholding of 30 % likely for non-US holders.

Overall, the product offers a high headline coupon and early-call potential but involves substantial equity, reinvestment, liquidity, and credit risks, making it suitable only for sophisticated investors who can tolerate principal loss and lack of MRVL upside.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Market-Linked Securities—Auto-Callable with Contingent Downside Principal at Risk linked to the Nasdaq-100, Russell 2000 and S&P 500. Each $1,000 note may be automatically called if, on any call date, the lowest-performing underlying closes at or above its starting value. Investors then receive $1,000 plus a call premium of 12.80 % (2026), 25.60 % (2027) or 38.40 % (2028).

If not called and the lowest underlying ends below its 75 % threshold on the final calculation day (10-Jul-2028), repayment is reduced proportionally to that index’s decline, exposing investors to full downside below the threshold. The notes pay no coupons, offer no dividend participation and cap upside at the relevant call premium.

Key structural details include:

• Issuer/Guarantor: Citigroup Global Markets Holdings Inc./Citigroup Inc.
• Denomination: $1,000 and multiples thereof
• CUSIP / ISIN: 17333LHG3 / US17333LHG32
• Pricing / Issue / Maturity: 10-Jul-2025 | 15-Jul-2025 | 13-Jul-2028
• Estimated value: ≥ $911.50 per note (below public offering price)
• Agent discount: up to 2.575 %; additional concessions to dealers/WFA

Principal risks summarized in the FWP include potential loss of all principal, no interest income, multiple-underlying risk, credit risk of Citigroup, limited liquidity (unlisted), and the estimated value being lower than offer price. The product is intended for sophisticated investors able to evaluate equity index volatility, correlation and issuer creditworthiness.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Barrier Securities (Medium-Term Senior Notes, Series N) linked to the worst performer of three U.S. equity indices: the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index. The $1,000-denominated notes price on 24 Jul 2025, settle on 29 Jul 2025 and mature on 29 Jul 2030 unless redeemed earlier.

Key structural terms:

• Autocall feature: 16 quarterly valuation dates (Jul-26 to Apr-30). If the worst-performing index closes at or above 90 % of its initial level, the notes are redeemed at par plus a fixed premium that starts at 6.80 % and steps up to 32.30 %.
• Upside at maturity: If not called and the worst performer ends above its initial level, investors participate 100 % in that appreciation.
• Contingent protection: Full principal repayment if the final level of the worst performer is between 70 % and 100 % of its initial value.
• Downside risk: Below the 70 % final barrier, repayment is reduced 1-for-1 with index decline, exposing investors to up to 100 % capital loss.
• No coupons; dividends on the indices are forgone.

Economics & costs: Issue price is $1,000; estimated value on pricing date is projected at ≥ $904.50, reflecting structuring costs, a variable underwriting fee of up to $37.50 (3.75 %) and dealer hedging gains. Notes will not be exchange-listed; secondary liquidity, if any, will be provided solely by CGMI on an uncommitted basis and will embed bid/ask spreads and a four-month post-issuance price adjustment.

Risk highlights (see PS-8 to PS-10): credit exposure to both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; potential loss of entire investment; multi-underlying correlation risk; valuation dependent only on observation dates, increasing path-dependency; illiquidity; pricing/valuation conflicts, and uncertain U.S. tax treatment (pre-paid forward contract assumption; no Section 871(m) withholding expected prior to 2027).

Investor profile: Suitable only for sophisticated investors comfortable with equity index volatility, issuer credit risk, lack of income, and limited liquidity, and who seek enhanced return potential via periodic autocall premiums or 100 % upside participation, while accepting the possibility of significant downside.

The Toronto-Dominion Bank (TD) is offering senior unsecured Series H Callable Contingent Interest Barrier Notes maturing on or about 17 July 2030. The notes are linked to the least-performing of three U.S. equity indices: the Dow Jones Industrial Average (INDU), Nasdaq-100 (NDX) and Russell 2000 (RTY).

Key economic terms

• Principal amount: $1,000 per note; minimum investment $1,000.
• Contingent interest: ≈10.55% p.a., paid monthly only if on the related observation date the closing value of each index is ≥ 75 % of its initial level (Contingent Interest Barrier).
• Issuer call: TD may redeem the notes in whole on any monthly payment date beginning with the third interest payment, paying par plus any due interest.
• Barrier at maturity: 60 % of initial index level. If any index finishes below its barrier, repayment = $1,000 + ($1,000 × least-performing percentage change), exposing investors to up to 100 % principal loss.
• Pricing date: 11 July 2025. Issue date: 16 July 2025 (T+3).
• Offer price: $1,000; underwriting discount: $6.50 (0.65 %); net proceeds to TD: $993.50 per note.
• Estimated value on pricing date: $940 – $975, below public offer price, reflecting internal funding rate and hedging costs.

Risk highlights

• No guarantee of interest or principal; investors bear downside of the worst-performing index.
• Issuer call creates reinvestment risk and caps potential coupon stream.
• Notes are unsecured TD obligations, subject to TD’s credit risk; not FDIC or CDIC insured.
• Limited liquidity; notes will not be listed and secondary market making is discretionary.
• Complex U.S. and Canadian tax considerations; TD will treat the notes as prepaid derivative contracts for U.S. tax purposes.

Structural features: Monthly observation & payment schedule; calculation agent is TD; monitoring only on observation dates; small-cap exposure via RTY increases volatility; price-return indices exclude dividends.

Use of proceeds & conflicts: TD Securities (USA) LLC acts as agent and receives the full 0.65 % selling concession; offering conducted under FINRA 5121 due to affiliate status.

Citigroup Global Markets Holdings Inc. (wholly owned by Citigroup Inc.) is offering $5.569 million of unlisted Autocallable Phoenix Securities linked to NVIDIA Corp. (NVDA) common stock, with full and unconditional guarantee by Citigroup Inc.

• Contingent coupon: 4.0125% of principal per quarter (16.05% annualised) paid only if NVDA closes ≥ $119.505 (75% of the $159.34 initial share price) on the relevant observation date. Missed coupons accumulate and are paid if a later observation meets the barrier, otherwise they expire.
• Automatic early redemption: If NVDA closes ≥ initial price on any of the three interim valuation dates (16 Oct 2025, 15 Jan 2026, 16 Apr 2026), investors receive $1,000 plus the due coupon and the note terminates, capping further income.
• Maturity payment (21 Jul 2026): • If NVDA ≥ $119.505, principal is repaid and coupon paid. • If NVDA < $119.505, repayment = $1,000 + [$1,000 × 133.333% × (share return + 25%)]. Investors lose more than 1 % of principal for every 1 % NVDA falls below the 25 % buffer; total loss possible.
• Issue economics: Issue price $1,000; estimated value $986 (1.4% discount reflects fees/hedging). Underwriting/placement fee $10 per note (1% of principal). Notes sold into fiduciary accounts at $990 (no fee).
• Risk profile: • Credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. • No market listing; liquidity dependent on CGMI’s discretionary secondary market. • Investors forego NVDA upside and dividends. • High historical NVDA volatility heightens probability of missing coupons and incurring principal loss. • Tax treatment uncertain; withholding for non-US holders likely.
• Historical reference: NVDA closed at $159.34 on 3 Jul 2025; historical chart indicates price frequently exceeded and fell below the 75 % barrier, underscoring volatility.

Investor takeaway: The note provides a potentially attractive 16 %+ annualised income stream and 25 % downside buffer, but exposes holders to amplified losses if NVDA declines more than 25 % and to Citigroup credit risk. The small $5.6 million size is immaterial to Citigroup’s balance sheet but material to individual buyers, who should be comfortable with limited liquidity, complex payoff mechanics and the possibility of losing most or all invested principal.