Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. is offering unsecured, senior Autocallable Phoenix Securities linked to NVIDIA Corp. common stock. The $1,000-denominated notes are guaranteed by Citigroup Inc. and mature in August 2026 unless automatically redeemed earlier.

Income potential. On each quarterly contingent-coupon payment date, investors receive at least 3.9625% of par (≈15.85% annualized) only if NVIDIA’s closing price on the relevant valuation date is at or above the Coupon Barrier (75% of the initial share price). Missed coupons are paid later if the barrier is re-met (“catch-up” feature).

Autocall. If on any interim valuation date (Oct 31 2025, Jan 30 2026, May 1 2026) the share price is at or above the Initial Share Price, the note is automatically redeemed three business days later for $1,000 plus the due coupon. Maximum payoff is therefore limited to cumulative coupons earned before redemption.

Principal risk & buffer. If the note is not called and the Final Share Price is ≥ Final Barrier (75% of initial price), investors are repaid par plus any due coupon. If the Final Share Price is below that level, repayment equals $1,000 + [$1,000 × 1.33333 × (share return + 25%)]. Losses accelerate beyond the 25% buffer and can reach 100% of principal.

Pricing & liquidity. Issue price is $1,000; estimated value on pricing date is at least $937.50 (reflecting fees, hedging costs and Citi’s internal funding rate). Notes are not exchange-listed; secondary liquidity depends solely on CGMI’s discretionary market-making.

Key risks. Investors face (i) contingent and possibly foregone coupons, (ii) principal loss if NVIDIA falls >25%, (iii) early redemption reinvestment risk, (iv) high product complexity, (v) credit exposure to Citigroup Global Markets Holdings Inc. and Citigroup Inc., and (vi) an estimated value materially below issue price. Tax treatment is uncertain; non-U.S. holders may face 30% withholding.

Use-case. The security may suit yield-seeking investors with a moderately bullish or range-bound view on NVIDIA over the next 12–13 months and willingness to accept credit and equity downside risk in exchange for above-market income.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), has filed a preliminary Rule 424(b)(2) pricing supplement for a new structured note offering titled “Trigger Jump Securities Based on the Common Stock of Tesla, Inc. (TSLA) due February 2027.” These medium-term senior notes (Series N) are principal-at-risk, zero-coupon securities that provide modified exposure to TSLA over an expected 18-month term (pricing date: 31-Jul-2025; maturity: 3-Feb-2027).

Payout mechanics

• Denomination: US$1,000 per security, aggregate amount TBD.
• Upside: If TSLA final share price ≥ initial share price, investors receive principal plus a fixed return of at least US$515 (≥51.50%), irrespective of how much TSLA appreciates.
• Contingent par: If TSLA final price < initial price but ≥ trigger price (65% of initial), investors are repaid principal only.
• Downside: If TSLA final price < trigger price, repayment equals principal plus (principal × share return), producing 1-for-1 downside beyond a 35% decline with no minimum payment.

Key structural features

• No periodic coupons or dividends; investors forgo TSLA cash dividends and excess upside above the fixed return.
• Credit exposure: All payments rely on the creditworthiness of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Liquidity: The notes will not be listed; secondary market, if any, will be made solely by CGMI on a discretionary basis.
• Pricing economics: Issue price US$1,000 includes a US$25 underwriting fee (US$20 selling concession + US$5 structuring fee). Citigroup estimates the initial value will be ≥US$911, ~9% below issue price, reflecting internal funding and hedging costs.
• Trigger mechanics & adjustments: Initial share price and trigger are subject to dilution/reorganization adjustments. Delisting of TSLA may allow Citigroup to call the notes early at an amount potentially < principal.

Illustrative scenarios (based on a hypothetical US$100 initial price): investors receive US$1,515 if TSLA rises 5% or 75%; US$1,000 if TSLA falls 5% but not more than 35%; US$300 if TSLA falls 70%; US$0 if TSLA falls 100%.

Risk highlights

• Investors may lose up to 100% of principal if TSLA declines >35%.
• No interim interest; opportunity cost versus income-bearing or direct equity investments.
• Limited upside capped at ≥51.5%, underperforming direct TSLA exposure in strong rallies.
• Secondary market value expected to drop below issue price shortly after settlement; liquidity and bid-ask uncertain.
• Tax treatment uncertain; issuer intends to treat the notes as prepaid forward contracts.

Target investors: sophisticated market participants with a moderately bullish 18-month view on TSLA who can tolerate credit risk, illiquidity and full downside beyond a 35% decline, in exchange for a high but capped fixed return.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Phoenix Securities maturing in August 2026 that are linked to the common stock of QUALCOMM Incorporated (QCOM). Each $1,000 note offers:

• Contingent quarterly coupons: at least 3.595% of face value (≈14.38% annualised) payable only if QCOM’s closing price on the relevant valuation date is ≥ 80% of the initial share price (the “coupon barrier”). Missed coupons may be “made up” if a later valuation date meets the barrier.
• Automatic early redemption: If on any of the three interim valuation dates (Oct 31 2025, Jan 30 2026, May 1 2026) QCOM closes ≥ the initial share price, investors receive $1,000 plus the contingent coupon then due, ending the investment early (as soon as ~3 months after issue).
• Downside protection limited to a 20% buffer: At maturity, if not previously called and QCOM closes ≥ 80% of the initial price, holders receive par plus the final coupon. If QCOM closes < 80%, repayment = $1,000 + [$1,000 × 1.25 × (share return + 20%)], exposing investors to amplified losses beyond the 20% buffer, with no minimum redemption amount.
• No upside participation: Investors do not benefit from any appreciation of QCOM shares or receive dividends.

Key structural parameters fixed on the pricing date (expected 18 Jul 2025) include the initial share price and therefore the coupon barrier (80% of initial) and final barrier (also 80%). The notes will not be listed; liquidity will depend on Citigroup Global Markets Inc. (CGMI) making a market, which it may suspend at any time.

Pricing & fees: Issue price $1,000; estimated value at least $935.50 (using Citigroup’s internal funding rate); underwriting/placement fee $10 per note. Investors in fiduciary accounts pay $990 with no fee. CGMI and J.P. Morgan entities will realise hedging and distribution profits in addition to the stated fee.

Principal risks highlighted include potential loss of the entire investment, contingent coupon uncertainty, credit risk of Citigroup, illiquidity, valuation spread versus estimated value, tax uncertainty (treated as prepaid forward with ordinary-income coupons) and complex adjustments for corporate actions or delisting. Historical QCOM price on 11 Jul 2025 was $157.46; a hypothetical barrier based on that price would be $125.97. The issuer stresses that high coupon levels reflect elevated expected volatility and risk.