Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Bearish Market-Linked Securities tied to the better performer of the Nasdaq-100 Index® and the S&P 500® Index, maturing on August 26, 2027. Each security has a $1,000 stated principal amount and pays at maturity based on the final value of the highest performing index.

If that index is below its initial value, investors receive $1,000 plus its absolute decline, with a maximum return of $305 per security (30.50% of principal). If the index rises, investors lose in line with its gain but no more than $30 per security, for a minimum payment of $970 (97% of principal). The securities are sold at $1,000 with a $20 underwriting fee, so the issuer receives $980 per security, and the estimated value on the pricing date is expected to be at least $917.50.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable barrier securities linked to the S&P 500® Index, issued in $1,000 denominations and due in December 2030. The notes pay no interest and will be automatically redeemed, at a premium to principal, if on any scheduled valuation date before maturity the index closes at or above its initial level, with premiums of 8.60%, 17.20%, 25.80% or 34.40% depending on the call date. If held to maturity and not called, investors receive principal plus the greater of a 25.00% premium or 100% participation in any index gain when the final index level is at least its initial level.

If the index is below its initial level but at or above 75% of that level at maturity, investors receive only their $1,000 principal. If it finishes below the 75% barrier, repayment is reduced one-for-one with the index loss, potentially to zero. The notes are not listed, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated initial value of at least $920 per security, below the $1,000 issue price, reflecting structuring and hedging costs and an underwriting fee of up to $23.50 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable equity-linked securities tied to Fiserv, Inc. (FISV) maturing in November 2027. Each security has a stated principal amount of $1,000 and pays monthly coupons at an annualized rate of at least 11.55%, with the exact rate set on the pricing date.

The notes can be automatically redeemed on specified dates starting in November 2026 if Fiserv’s closing share price is at or above the initial value of $62.70, returning $1,000 plus the coupon for that period. If the notes are not called, principal repayment at maturity depends on Fiserv’s price on the final valuation date. Full principal is repaid only if the final value is at or above the final barrier of $34.485, which is 55.00% of the initial value.

If Fiserv’s final value falls below the barrier, repayment is reduced one-for-one with the stock’s decline, and investors can lose up to their entire principal, aside from the final coupon. The securities are not listed, may have limited liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The expected estimated value on the pricing date is at least $911.00 per $1,000 security, below the issue price, reflecting structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable unsecured notes linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, in an aggregate amount of $4,503,000. Each security has a stated principal of $1,000, pays no interest and may be automatically redeemed on scheduled valuation dates through November 2030 if the worst performing index is at or above 90% of its initial level, triggering a fixed premium that steps up from 7.30% to 36.50% of principal over time. If not called, at maturity investors receive principal plus the final premium if the worst index is at or above its autocall barrier, only principal if it is between 75% and 90% of its initial level, and a loss matching the index’s decline on a 1-for-1 basis if it finishes below 75%, which can result in a total loss of invested principal. The securities are not listed, have limited liquidity, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., is offering fixed rate notes due November 18, 2026, fully and unconditionally guaranteed by Citigroup Inc. Each note has a stated principal amount of $1,000 and pays a fixed annual interest rate of 3.80%, using a 30/360 day count convention, with principal plus accrued interest paid at maturity.

The notes will not be listed on any securities exchange and may be harder to sell before maturity. Citigroup Global Markets Inc., acting as principal underwriter, may buy and sell the notes in the secondary market and will initially reflect a temporary upward pricing adjustment for about three months after issuance, tied to expected hedging profits. Net proceeds will be used for general corporate purposes and to hedge the issuer’s obligations through derivatives transactions by its affiliates.

The notes are not bank deposits and are not insured by the FDIC or any government agency. They are subject to investment risks, including liquidity and market value risk, as described under “Risk Factors,” and are subject to selling restrictions in the European Economic Area, the United Kingdom, and Canada. Legal opinions from Davis Polk & Wardwell LLP and internal Citigroup counsel confirm the notes and guarantee are valid and binding obligations under applicable New York and Delaware law, subject to customary limitations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable Phoenix securities linked to the common stock of Broadcom Inc. (AVGO), maturing in December 2026. Each security has a stated principal amount of $1,000 and pays a contingent coupon of 4.9375% of principal on each coupon date if Broadcom’s share price is at or above a coupon barrier set at 75% of the initial share price. Missed coupons can be “caught up” later if the barrier is met.

The notes may be automatically redeemed on any interim valuation date if Broadcom’s closing price is at or above the initial share price, returning $1,000 plus the applicable coupon. If the notes are not called and the final share price is at or above a 75% final barrier, investors receive $1,000 plus the final coupon. If the final share price falls below the barrier, repayment is reduced according to a formula with a 25% buffer and a buffer rate of about 133.333%, and investors can lose some or all of principal.

The securities will not be listed on any exchange. The issue price is $1,000 per security, with proceeds of $990 to the issuer and an estimated value of at least $935 per security. The product involves complex risks, including issuer and guarantor credit risk, market risk tied to Broadcom’s shares, potential illiquidity, and uncertain U.S. federal tax and withholding treatment, particularly for non-U.S. investors.

Citigroup Inc. is offering Medium-Term Senior Notes, Series G, which are callable fixed rate notes due November 28, 2035. Each note has a stated principal amount of $1,000 and pays a fixed annual interest rate of 4.90%, with interest paid semi-annually on May 28 and November 28, starting May 28, 2026, using a 30/360 day-count convention.

Beginning on May 28, 2027, Citigroup may redeem the notes in whole, but not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are senior unsecured obligations intended to qualify as eligible debt under the Federal Reserve’s TLAC rules, meaning in a Citigroup bankruptcy losses would be borne first by shareholders and then by unsecured creditors, including holders of these notes.

The issue price is generally $1,000 per note, but may range from $975 to $1,000 for eligible institutional and fee-based advisory accounts. Citigroup Global Markets Inc., an affiliate, acts as underwriter and may receive up to $25 per note as an underwriting fee. The notes are not bank deposits, are not FDIC insured, will not be listed on any exchange, and may be assumed by a wholly owned subsidiary subject to Citigroup’s full and unconditional guarantee.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), filed a preliminary pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500, due November 24, 2028.

The notes pay a contingent coupon of ~10.00%–11.00% per annum (0.8333%–0.9166% per month) if, on a valuation date, the worst-performing index is at or above its 70% coupon barrier. They may be automatically called on specified dates starting in November 2026 if the worst performer is at or above its initial level, returning $1,000 plus the coupon. If not called, at maturity holders receive $1,000 if the worst performer is at or above its 70% final barrier; otherwise repayment declines one-for-one with the worst index’s loss, potentially to zero.

The notes are unsecured, unlisted, and subject to the credit risk of the issuer and guarantor. Issue price: $1,000 per security; underwriting fee: up to $6; per-security proceeds: $994. The issuer expects an estimated value of at least $933.50 per security on the pricing date. A broad risk summary highlights barrier risk, worst-of structure, autocall truncation of coupons, market volatility, liquidity limits, and tax uncertainty.

Citigroup Global Markets Holdings Inc. filed a 424(b)(2) preliminary pricing supplement for Autocallable Securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, due November 29, 2035, fully and unconditionally guaranteed by Citigroup Inc.

The notes are unsecured, pay no interest, and may be automatically redeemed after any valuation date if the underlying closes at or above its initial level, returning $1,000 per security plus a fixed premium. Premiums range from 18.90% (first call window) up to 189.00% (final valuation date). If not called, at maturity investors receive $1,000 plus the applicable premium if the final value is at least the 60% barrier. Otherwise, repayment is reduced 1-to-1 with the underlying’s decline from the initial level.

Per-security economics: Issue price $1,000; underwriting fee $50; proceeds to issuer $950. The issuer currently expects an estimated value ≥ $850 per security on the pricing date. The notes will not be listed and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The underlying employs up to 500% leverage with a 35% volatility target and a 6% per‑annum decrement, which can materially drag performance.