Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity-Linked Securities tied to the common stock of Advanced Micro Devices, Inc. (AMD). The unsecured notes, issued in $1,000 denominations, are scheduled to price on July 21 2025, settle on July 24 2025, and mature (unless called) on July 26 2028.

• Contingent coupon: 3.125%–3.375% per quarter (12.50%–13.50% p.a.) paid only if AMD’s closing price on the relevant valuation date is ≥ the Coupon Barrier (60% of initial).
• Autocall feature: On 11 scheduled valuation dates (Oct-2025 to Apr-2028) the notes are automatically redeemed at $1,000 plus coupon if AMD ≥ initial price, potentially shortening the investment horizon.
• Downside risk: If not called and AMD < 60% of initial on the final valuation date, holders receive a fixed number of AMD shares (or, at issuer’s option, cash) worth less than $600 and potentially zero, resulting in substantial principal loss.
• Credit exposure: All payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and its parent, Citigroup Inc.
• Issue economics: Price = $1,000; underwriting fee = $27.50; estimated value on pricing date ≈ $914, reflecting dealer fees, hedging costs and internal funding rate.
• Liquidity: The securities will not be exchange-listed. Secondary market, if any, will be made by CGMI on a best-efforts basis and could be significantly below issue price.
• Tax treatment: Citigroup intends to treat the notes as prepaid forward contracts with taxable coupon payments; treatment is uncertain and subject to IRS challenge.

Risk highlights include potential loss of entire investment, uncertainty of coupon receipt, early redemption limiting upside, model-based estimated value below issue price, and complex U.S. federal tax consequences. The product may suit sophisticated investors seeking elevated yield in exchange for equity downside risk and issuer credit exposure.

On 06/25/2025, President & COO (and 10% owner) Nathan Eric Baxter filed a Form 4 reporting the acquisition of 93.7383 common shares of The Scotts Miracle-Gro Company (SMG) at $53.34 per share (transaction code J). After the purchase, his direct holdings total 50,602.6841 shares, while 36,993 shares remain held indirectly through Hagedorn Partnership, L.P. No derivative security activity was disclosed, and the filing does not amend any prior report. The transaction increases Baxter’s direct stake by roughly 0.19%, an immaterial amount relative to his overall ownership and SMG’s share count, indicating a routine adjustment rather than a strategic accumulation. Nevertheless, the buy modestly reinforces executive-shareholder alignment because it adds to an already significant insider position.

UBS AG is offering $10 million of Airbag Autocallable Contingent Yield Notes with Memory Interest linked to the common stock of Merck & Co., Inc. (MRK). The Notes are unsecured, unsubordinated obligations of UBS AG and mature on 10 July 2026 (≈12-month tenor) unless automatically called earlier.

Key economic terms

• Principal amount: $1,000 per Note
• Contingent coupon: 20.05% p.a. (≈1.67083% monthly). Paid only if MRK’s closing price on an observation date is ≥ the Coupon Barrier.
• Memory interest feature: Any missed coupons are paid on a later date if the barrier requirement is subsequently met.
• Observation dates: Monthly from 7 Aug 2025 to 7 Jun 2026 plus final valuation date 7 Jul 2026.
• Automatic call: If MRK’s closing level on any observation date (except final) is ≥ the Call Threshold (100% of the $80.93 initial level), investors receive principal plus the current and any unpaid coupons; no further payments thereafter.
• Protection levels (both 85% of initial): Coupon Barrier & Conversion Level set at $68.79.
• Maturity payment: • If not called and final level ≥ Conversion Level: 100% principal in cash.
  • If final level < Conversion Level: physical delivery of 14.5370 MRK shares per Note (worth less than $1,000), resulting in loss of some or all principal. Fractional shares paid in cash.
• Estimated initial value: $995.10 per Note (reflects underwriting discount, hedging & issuance costs).

Risk highlights

• Full downside equity risk below 85% threshold; investors may receive shares worth substantially less than principal.
• Coupon payments are conditional; investors may receive few or none.
• Notes are subject to UBS credit risk; default would eliminate payments.
• No exchange listing and limited secondary market making by UBS affiliates; liquidity may be poor and exit prices may be significantly below issue price.
• Estimated value is below issue price, indicating an initial mark-up to investors.

Offering economics

• Issue price: $1,000; underwriting discount: $1; net proceeds to UBS: $999.
• CUSIP: 90304U214; ISIN: US90304U2143.

The structure targets investors willing to accept high equity and issuer credit risk in exchange for a potentially high coupon and limited upside. The 100% call threshold combined with a 12-month tenor means the Notes could be redeemed as early as the first observation date if MRK merely holds its strike-date level, limiting coupon accrual but returning principal. Conversely, any sustained decline of more than 15% will eliminate coupons and may lead to principal loss via share delivery.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is marketing Autocallable Phoenix Securities linked to the common stock of Expedia Group, Inc. (EXPE) with a scheduled maturity in July 2026.

Structure

• Denomination: $1,000 per note; aggregate size to be set on pricing date (expected 16 Jul 2025).
• Coupons: Contingent; at least 4.6575 % per quarter (≈18.63 % annualised) paid only if EXPE’s closing price on the relevant valuation date is ≥ 80 % of the initial share price (coupon barrier).
• Automatic Early Redemption: If on any interim valuation date (Oct 24 2025, Jan 23 2026, Apr 24 2026) EXPE closes ≥ initial share price, the note redeems at par plus the due coupon.
• Protection: 20 % buffer at maturity (final barrier = 80 % of initial price). If the final price is below the barrier, repayment is: $1,000 + $1,000 × 1.25 × (share return + 20 %). Downside losses therefore accelerate beyond the 20 % buffer. No minimum payment; investors can lose all principal.
• Listing: None. Citigroup Global Markets Inc. (CGMI) may provide a secondary market but is not obliged to do so.
• Pricing economics: Issue price $1,000; estimated value on pricing date ≥ $935 (≈6.5 % discount to issue). Underwriting/placement fee $10 per note (1.0 %).
• Credit: Senior unsecured obligations of Citigroup Global Markets Holdings Inc.; fully and unconditionally guaranteed by Citigroup Inc.

Illustrative Outcomes

• If EXPE stays ≥ coupon barrier on all valuation dates and never reaches initial price, investors receive up to 18.63 % total return (four coupons) plus principal.
• Early redemption after the first interim date caps total return at 4.6575 % (≈3 months); after the second, 13.9725 % (≈9 months).
• If EXPE closes at 70 % of initial price at maturity (–30 %), repayment = $875 (–12.5 % principal loss) and no final coupon.
• At 0 % final price, repayment = $0; total loss of principal and coupons.

Key Risks Highlighted

• Market risk: Exposure to EXPE downside beyond 20 % buffer on a single final valuation date.
• Coupon risk: Coupons are not fixed; missed coupons are only recoverable if a later valuation meets the barrier.
• Liquidity risk: Unlisted note; secondary market, if any, solely at CGMI’s discretion.
• Valuation discount: Estimated value below issue price due to fees, hedging costs and Citigroup’s internal funding rate.
• Credit risk: Payments subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. solvency.
• Tax uncertainty: Treated as prepaid forward with ordinary-income coupons; IRS could assert alternative treatment; potential 30 % withholding for non-US holders.

Investor Suitability: The security targets investors seeking high conditional income, comfortable with single-stock volatility, potential principal loss, limited upside, and Citigroup credit exposure. It is unsuitable for investors needing full principal protection, predictable coupons, or ready liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is marketing Autocallable Phoenix Securities linked to NVIDIA Corporation (NVDA) common stock. The $1,000-denominated senior notes run from the expected issue date of July 21 2025 to July 29 2026, unless automatically redeemed earlier.

Contingent coupons. Investors are eligible to receive 4.075% of principal per quarter (≈16.3% annualised) on each of four scheduled payment dates only if NVDA’s closing price on the relevant valuation date is ≥ 75% of the initial share price (the “coupon barrier”). Missed coupons may be recovered on a later date provided the barrier is met; otherwise they lapse.

Automatic early redemption. If NVDA closes at or above the initial share price (to be set on the July 11 2025 strike date) on any of the three interim valuation dates, each note is redeemed for $1,000 plus the due coupon, capping total return but shortening duration to as little as ~3 months.

Principal repayment. • If not called and NVDA’s final price on July 24 2026 is ≥ 75% of the initial price, holders receive $1,000 plus the final coupon.
• If the final price is < 75%, repayment is: $1,000 + [$1,000 × 1.3333 × (share return + 25%)]. Investors then lose more than 1% of principal for every 1% NVDA falls beyond the 25% buffer, down to a zero floor.

Pricing economics. Issue price: $1,000 (or $990 for fiduciary accounts). Estimated value at pricing will be ≥ $937.50, reflecting an underwriting fee of $10 and hedging/structuring costs. The notes will not be listed; CGMI may provide, but is not obliged to provide, secondary liquidity. All payments carry the senior unsecured credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Main risks disclosed. • Potential loss of up to 100% of principal if NVDA drops > 25% and finishes below the barrier.
• Coupons are contingent; some or all may be missed.
• Early redemption caps upside and may occur when reinvestment alternatives are less attractive.
• No participation in NVDA appreciation or dividends.
• Illiquid secondary market; bid may be well below issue price.
• Estimated value below issue price and subject to proprietary modelling.
• U.S. federal tax treatment uncertain; possible 30% withholding for non-U.S. holders.

Illustrative outcomes. Using a $100 hypothetical initial price, holders earn the 16.3% maximum total return if NVDA ≥ $75 at maturity or at an auto-call date. A $50 final price would return ~$667 (–33.3% loss); a total collapse to $0 yields no recovery.

The securities target yield-seeking investors comfortable with single-stock volatility, contingent income, credit exposure and limited liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 5-Year Autocallable Contingent Coupon Securities linked to the worst of the S&P 500 Dynamic Participation Index (SPXDPU1) and the SPDR Gold Trust (GLD). The $1,000-denominated notes pay a contingent monthly coupon of at least 7.75% p.a. when the worst-performing underlying closes at or above 80% of its initial level (coupon barrier). Beginning one year after issuance, the notes are subject to monthly autocall; if the worst performer is at or above its initial level on any valuation date, investors receive par plus the coupon and the notes terminate early.

At maturity, if the notes have not been autocalled, payoff depends solely on the worst performer:

• ≥ 85% of initial level (buffer): return of principal.
• < 85%: investors lose 1% of principal for every 1% decline beyond the 15% buffer, exposing them to up to 85% loss.

Hypothetical tables illustrate that even a -0.01% interim decline voids autocall, reducing the interim payment to $6.458, and a final decline of -25% would cut maturity proceeds to $900. Key risks highlighted include potential significant principal loss, contingent coupon uncertainty, dual-underlying correlation risk, credit risk of Citigroup, lack of listing, and an estimated value below issue price. The securities are offered via a Free Writing Prospectus filed under Rule 433; full terms appear in the preliminary pricing supplement dated 8 July 2025.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 5-Year Autocallable Contingent Coupon Securities linked to the worst of the S&P 500 Dynamic Participation Index (SPXDPU1) and the SPDR Gold Trust (GLD). The $1,000-denominated notes pay a contingent monthly coupon of at least 7.75% p.a. when the worst-performing underlying closes at or above 80% of its initial level (coupon barrier). Beginning one year after issuance, the notes are subject to monthly autocall; if the worst performer is at or above its initial level on any valuation date, investors receive par plus the coupon and the notes terminate early.

At maturity, if the notes have not been autocalled, payoff depends solely on the worst performer:

• ≥ 85% of initial level (buffer): return of principal.
• < 85%: investors lose 1% of principal for every 1% decline beyond the 15% buffer, exposing them to up to 85% loss.

Hypothetical tables illustrate that even a -0.01% interim decline voids autocall, reducing the interim payment to $6.458, and a final decline of -25% would cut maturity proceeds to $900. Key risks highlighted include potential significant principal loss, contingent coupon uncertainty, dual-underlying correlation risk, credit risk of Citigroup, lack of listing, and an estimated value below issue price. The securities are offered via a Free Writing Prospectus filed under Rule 433; full terms appear in the preliminary pricing supplement dated 8 July 2025.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 5-Year Autocallable Contingent Coupon Securities linked to the worst of the S&P 500 Dynamic Participation Index (SPXDPU1) and the SPDR Gold Trust (GLD). The $1,000-denominated notes pay a contingent monthly coupon of at least 7.75% p.a. when the worst-performing underlying closes at or above 80% of its initial level (coupon barrier). Beginning one year after issuance, the notes are subject to monthly autocall; if the worst performer is at or above its initial level on any valuation date, investors receive par plus the coupon and the notes terminate early.

At maturity, if the notes have not been autocalled, payoff depends solely on the worst performer:

• ≥ 85% of initial level (buffer): return of principal.
• < 85%: investors lose 1% of principal for every 1% decline beyond the 15% buffer, exposing them to up to 85% loss.

Hypothetical tables illustrate that even a -0.01% interim decline voids autocall, reducing the interim payment to $6.458, and a final decline of -25% would cut maturity proceeds to $900. Key risks highlighted include potential significant principal loss, contingent coupon uncertainty, dual-underlying correlation risk, credit risk of Citigroup, lack of listing, and an estimated value below issue price. The securities are offered via a Free Writing Prospectus filed under Rule 433; full terms appear in the preliminary pricing supplement dated 8 July 2025.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity-Linked Securities due 31 July 2030. The unsecured notes are tied to the worst performing of two underlyings: (1) the S&P 500 Dynamic Participation Index and (2) the SPDR Gold Trust ("GLD").

Key economic terms

• Issue price: $1,000 per security; minimum denomination $1,000.
• Contingent coupon: at least 0.6458% per month (≈ 7.75% p.a.) paid only if, on the related valuation date, the worst performing underlying closes ≥ 80% of its initial value (the coupon barrier).
• Buffer: 15% downside protection; investors begin to lose principal 1-for-1 below 85% of initial value at maturity.
• Automatic early redemption: From 29 Jul 2026 and on 51 scheduled monthly dates thereafter, notes are called at $1,000 + coupon if the worst performer ≥ initial value.
• Maturity payment (if not called): • 100% principal if worst performer ≥ 85% initial value • Otherwise: $1,000 + [$1,000 × (underlying return + 15%)]—exposing investors to accelerated losses beyond the 15% buffer.
• Estimated value on pricing date: at least $882.50 (≈ 88.3% of issue price) due to selling, hedging costs and internal funding rate.
• Underwriting fee: up to $37.50 per note; proceeds to issuer ≥ $962.50 per note.
• Credit profile: payments depend on the senior unsecured obligations of both Citigroup Global Markets Holdings Inc. and its parent guarantor.
• Listing: none; secondary liquidity solely through dealers on a best-efforts basis.

Principal risk highlights

• Principal loss risk: depreciation of the worst performer beyond 15% at final valuation reduces repayment dollar-for-dollar.
• Contingent coupons are not guaranteed; no coupon is paid for any period in which the worst performer closes < 80% of initial value.
• Early call risk: favourable underlying performance may trigger redemption, capping yield potential and reinvestment timing.
• Multiple underlyings: investors are exposed to the full downside of whichever index/ETF performs worst, including equity volatility and gold-specific factors.
• Liquidity & valuation: no exchange listing; any resale likely below issue price, especially given estimated value discount.
• Credit & tax considerations: noteholders face Citigroup credit risk and uncertain U.S. tax treatment (intended as prepaid forward contract with ordinary-income coupons).