Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering unsecured, senior autocallable notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER. The notes are priced at $1,000 each, will be issued on 3 Jul 2025 and, unless earlier redeemed, mature on 9 Jul 2030.

Key structural features

• Auto-call barrier: 90% of the initial index value. If this level is met on any annual valuation date, the notes redeem early for par plus the applicable premium.
• Premium schedule: 22.5% (2026), 45% (2027), 67.5% (2028), 90% (2029) and 112.5% (2030) of principal.
• Downside protection: Principal is returned in full only if the final index value remains ≥60% of its initial level. Below that “final barrier”, investors lose 1% of principal for every 1% decline in the index, exposing them to full downside beyond a 40% drop.
• No coupons or dividends; investors receive payments only upon auto-call or at maturity.
• Estimated value: At least $850, materially below the issue price, reflecting dealer margin and funding costs. Underwriting fee is $45 (4.5%).
• Credit risk: Payments depend on the ability of Citigroup Global Markets Holdings Inc. and Citigroup Inc. to perform.
• Liquidity: The notes will not be listed; secondary trading, if any, will be at the dealer’s discretion and may be at prices well below face value.

The underlying index is highly complex and volatile. It tracks leveraged futures on the S&P 500® Index, includes an embedded financing cost and an explicit 6% annual decrement, all of which can materially depress performance relative to the parent equity index. Consequently, while the premium schedule appears generous, investors face meaningful downside risk, potential under-performance of the index, and limited upside participation.

Citigroup Global Markets Holdings has issued $1,284,000 in Market-Linked Securities tied to the Citi Dynamic Asset Selector 5 Excess Return Index, due June 30, 2027. These securities offer potential returns of 175% participation in the index's positive performance, with principal protection against negative returns.

Key features include:

• Initial index level: 226.41
• No regular interest payments
• Principal amount: $1,000 per security
• Estimated value: $954.40 per security (below issue price)
• Underwriting fee: Up to $25.00 per security

The underlying index dynamically allocates between S&P 500 futures and 10-year Treasury futures based on market regime signals, targeting 5% volatility. The strategy uses trend and volatility indicators to select between three portfolios: Equity-Focused (67% equity/33% treasury), Intermediate (33% equity/67% treasury), or Treasury (100% treasury). Performance is reduced by an annual 0.85% index fee.

Offering Overview: Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., plans to issue Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities linked to Amazon.com, Inc. common stock, maturing on 22 Jan 2027.

Key Terms:

• Denomination: $1,000 per note; multiples of $1,000.
• Pricing date: 18 Jul 2025; Issue date: 23 Jul 2025; Calculation day: 19 Jan 2027; Maturity: 22 Jan 2027.
• Contingent fixed return: at least 21% ($≥210) if Amazon’s ending value is ≥85% of the starting value (threshold).
• Threshold value: 85% of starting value; if ending value falls below this level, repayment equals principal plus the underlying return, exposing investors to up to 100% loss.
• Maximum payoff is capped at ~$1,210; no participation in Amazon gains beyond this level.
• No periodic coupons or dividends.
• Estimated value on pricing date: ≥$912, lower than the $1,000 public offering price.
• Underwriting discount up to 2.575% ($25.75); net proceeds to issuer $974.25 per note.
• Unsecured obligations subject to Citigroup credit risk; not FDIC-insured and not exchange-listed, implying limited liquidity.

Risk Highlights: Investors sacrifice upside beyond 21%, accept full downside below a 15% decline, and rely on Citigroup’s creditworthiness. The complex structure suits investors willing to hold to maturity and tolerate principal loss.

Materiality: Transaction appears to be a routine structured-note issuance; no material change to Citigroup’s overall financial condition is disclosed.

Citigroup Global Markets Holdings is offering Autocallable Contingent Coupon Equity Linked Securities tied to Advanced Micro Devices (AMD) stock, due June 29, 2028. Key features include:

• Principal amount of $1,000 per security with total offering of $70,000
• Potential 11% annual contingent coupon rate paid quarterly if AMD closes above barrier value of $86.04 (60% of initial value)
• Automatic early redemption if AMD closes at or above initial value of $143.40 on any autocall date
• Risk of principal loss if AMD closes below barrier at maturity, with no minimum payment guarantee
• Estimated value of $932.20 per security, below issue price of $1,000

The securities involve significant risks including potential loss of principal, limited liquidity, and credit risk of Citigroup. Investors do not participate in AMD stock appreciation or dividends. The offering highlights the growing market for structured products providing enhanced yield potential with defined downside risk.

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to Marvell Technology, due June 29, 2028. The securities, priced at $1,000 per unit with total offering of $6.97 million, feature potential periodic contingent coupon payments at 15.00% per annum.

Key features include:

• Contingent coupon payments of 3.75% quarterly if underlying stock closes at/above barrier value (50% of initial value)
• Automatic early redemption if stock closes at/above initial value on any autocall date
• Principal protection at maturity if final stock value is at/above barrier value
• Risk of significant loss if stock closes below barrier value at maturity

Notable risks: No guaranteed coupon payments, potential loss of principal, limited liquidity, and credit risk of Citigroup. The estimated value ($967.70) is less than the issue price, with $25.00 underwriting fee per security.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity-Linked Securities linked to NVIDIA Corporation common stock, maturing on July 1, 2030. The securities are unsecured senior notes (Series N) and will not be listed on any exchange.

Key economic terms:

• Stated principal: $1,000 per security; total offering $800,000.
• Contingent coupon: 2.60 % per quarter (10.40 % p.a.) paid only if NVIDIA’s closing price on the relevant valuation date is ≥ the Coupon Barrier.
• Coupon Barrier & Final Barrier: $93.012 (60 % of the $155.02 initial price).
• Automatic early redemption: Occurs on any of 16 scheduled autocall dates (starting 6/26/2026) if NVIDIA’s price is ≥ the initial price; investors receive $1,000 plus the applicable coupon.
• Downside protection: None below the Final Barrier. If the final price is < 60 % of the initial, repayment is $1,000 × (Underlying Return), exposing investors to full downside below the barrier and potential loss of entire principal.
• Estimated value: $946.30, 5.4 % below the $1,000 issue price, reflecting dealer margin and hedging costs.
• Underwriting fee: Up to $33.50 per note (3.35 %); net proceeds $966.50 per $1,000.

Risks: Investors face issuer and guarantor credit risk, limited liquidity (no listing, secondary market only on a best-efforts basis), the possibility of receiving no coupons, and substantial principal loss if NVIDIA falls > 40 % from the initial level at final valuation. A positive performance in NVIDIA could shorten the investment via autocall, capping total return.

This structured note targets income-seeking investors willing to assume equity, barrier and call risks in exchange for a potential double-digit yield.