Citigroup Inc SEC Filings

This Form 4 discloses insider activity by Duncan P. Hennes, a Director of Citigroup Inc. (C). On 10/01/2025 the reporting person acquired 12.5934 shares and 213.9331 shares of Citigroup common stock at a reported price of $102.368 per share. The filings identify the smaller amount as a reinvestment of dividend equivalents under the company's compensation plan for non-employee directors and the larger amount as deferred shares held for the reporting person under the same plan.

The form is signed by an attorney-in-fact on behalf of Mr. Hennes and reports the holdings as a mix of direct and indirect beneficial ownership: the reinvested dividend shares are direct, while the deferred shares are indirect. No derivative transactions or other dispositions are reported on this Form 4.

John C. Dugan, a director of Citigroup Inc. (C), reported changes in beneficial ownership on 10/01/2025. The filing shows an acquisition of 610.5424 deferred common shares at a reported price of $102.368 per share, recorded as held indirectly for his benefit under the issuer's non-employee director compensation plan. After the transaction, the report lists 31,314.5759 common shares beneficially owned indirectly. The filing also reports a disposition of 13,048.3339 common shares. The deferred shares are described as awarded and held by the issuer for the reporting person under the compensation plan.

Grace E. Dailey, identified as a Director of Citigroup Inc. (C), reported an acquisition of 12.5934 shares of Citigroup common stock on 10/01/2025. The transaction is coded as an acquisition resulting from the reinvestment of dividend equivalents under the issuer's compensation plan for non‑employee directors. The reported price per share for the acquisition was $102.368, and the filing shows total beneficial ownership following the transaction of 16,444.3295 shares. The Form 4 was signed by an attorney‑in‑fact on 10/03/2025.

Citigroup Inc. (C) director Titilope Cole reported a non‑derivative acquisition on 10/01/2025 consisting of 11.2408 shares of common stock acquired at an average price of $102.368 per share. The filing states the purchase resulted from the reinvestment of dividend equivalents under the issuer's compensation plan for non‑employee directors. Following the transaction the reporting person beneficially owned 70,975.0784 shares (direct ownership). The Form 4 was signed by an attorney‑in‑fact on behalf of the reporting person on 10/03/2025.

Offering summary: Citigroup Global Markets Holdings Inc. is issuing unsecured, non-interest-bearing notes (stated principal $1,000 each; aggregate $157,000) guaranteed by Citigroup Inc. The notes reference the Citi Dynamic Asset Selector 5 Excess Return Index (initial level 232.12) with valuation dates from Sept 25, 2026 through Sept 27, 2032 and maturity Sept 30, 2032. The securities may be automatically redeemed early on specified valuation dates for the stated principal plus a graded premium (7% in 2026 up to 42% in 2031) if the Index meets rising premium threshold levels. If not auto-redeemed, investors receive principal plus any positive upside (100% participation) if the final index level exceeds the initial level; otherwise they receive only principal at maturity. The Index is trend-following, futures-based, charges a 0.85% annual fee, applies volatility targeting, and was launched June 13, 2016. Key risks disclosed include no interest, potential for no return, issuer/guarantee credit risk, limited or no secondary market, model/hedging conflicts, index methodology limitations, financing cost drag, and that the estimated value at pricing is less than issue price due to fees and hedging costs.

Overview: These are Citigroup-guaranteed autocallable securities with a stated principal amount of $1,000 per security and contingent quarterly coupons of 2.625% of principal (equivalent to 10.50% annualized) payable only if the worst performing underlying meets its coupon barrier on the prior valuation date. Pricing date was Sept 23, 2025 and maturity (unless earlier redeemed) is March 31, 2027. Potential valuation/autocall dates occur on the scheduled dates between Dec 23, 2025 and Dec 23, 2026, with the final valuation date on March 23, 2027. If autoredeemed, holders receive $1,000 plus the related contingent coupon. If not redeemed, payment at maturity depends on the final value of the worst performing underlying; if below the final buffer value you may receive shares (or cash) worth less than principal, possibly zero. The securities will not be listed and CGMI is the underwriter and calculation agent. The issue price per security implies selling/structuring costs and the estimated value on the pricing date was less than the issue price. Tax treatment is uncertain under U.S. federal law.

Citigroup Inc. guaranteed structured securities with a stated principal of $1,000 per security. The securities were priced September 17, 2025 and issued September 22, 2025, with a maturity date of September 23, 2030 unless earlier redeemed. Monthly contingent coupons of 0.55% of principal (6.60% annualized) are payable only if the worst performing underlying on the relevant valuation date is at or above its coupon barrier. There are many monthly valuation dates through September 18, 2030 and numerous potential autocall dates. The securities will not be listed, carry Citigroup credit risk, may be illiquid, and the disclosed estimated value on the pricing date is lower than the issue price.