CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering $1,000,000 of autocallable contingent coupon equity linked securities tied to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, maturing July 31, 2031. Investors receive a 0.6667% contingent coupon per period (about 8.00% per annum) only when the worst-performing index on a valuation date is at or above its coupon barrier of 75% of its initial value; otherwise no coupon is paid.

If not called early and the worst-performing index on the final valuation date is at or above 70% of its initial value, holders receive the $1,000 principal per security; if it is below 70%, principal is reduced one-for-one with the index loss, potentially to zero. The notes may be automatically redeemed on specified autocall dates if the worst-performing index is at or above its initial level, paying $1,000 plus the applicable coupon. The issue price is $1,000 per security, including a $35 underwriting fee, with $965 in proceeds to the issuer; the initial estimated value is $956.30, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, with a stated principal amount of $1,000 per security and scheduled maturity on July 31, 2031, unless redeemed earlier.

The notes pay a 0.9167% monthly contingent coupon (about 11.00% per annum) only if the index closes on each valuation date at or above the coupon barrier of 7,011.053 (75% of the 9,348.07 initial value). Missed coupons can be made up later if the barrier is met, but may be permanently lost if it is not met again.

The securities can be automatically called on specified dates from July 28, 2027 onward if the index is at or above the autocall barrier of 8,413.263 (90% of the initial value), returning $1,000 plus coupons. If held to maturity and not called, principal is protected only down to the final buffer value of 7,945.860 (85% of initial); below this level investors lose 1% of principal for every 1% additional index decline beyond the 15% buffer.

The issue price is $1,000, including an underwriting fee of up to $45 per security, with minimum proceeds to the issuer of $955 per security and total proceeds shown as $1,836,465 on a $1,923,000 offering. The estimated value based on CGMI models is $879 per security, below the issue price, and secondary market prices may be substantially lower. The underlying index is complex, uses volatility targeting and up to 500% leveraged futures exposure with a 6% annual decrement and notional costs, and may significantly underperform the S&P 500 Index. The notes involve credit risk of Citigroup entities, potential early redemption on index modifications, significant loss of principal, uncertain tax treatment, and possible 30% withholding on coupons for certain non-U.S. investors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable securities linked to the worst performer of the Dow Jones Industrial, Russell 2000® Index and S&P 500® Index, maturing July 31, 2031. The notes pay no interest and do not guarantee principal repayment.

Each security has a $1,000 principal amount. On scheduled valuation dates, if the worst-performing index is at or above its initial level, the notes are automatically redeemed for $1,000 plus a fixed premium that steps up from 10.35% in July 2027 to 51.75% on the final valuation date. If held to maturity without early redemption, investors receive $1,000 plus the final premium if the worst performer is at or above its initial level, $1,000 if it is between 70% and 100% of its initial level, or $1,000 plus the index return of the worst performer if it is below 70%, creating 1‑for‑1 downside exposure and potential total loss.

The initial index levels are 51,594.14 (Dow Jones Industrial), 2,906.310 (Russell 2000®) and 7,316.15 (S&P 500®). The issue price is $1,000 per note, with estimated value $961.20, an underwriting fee up to $35 and total offering size of $1.3 million. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing autocallable securities linked to the worst performing of the EURO STOXX 50® and Russell 2000® indices, with a stated principal amount of $1,000 per security and total proceeds to the issuer of $14,057,750.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates if the worst performing index is at or above its initial level, returning $1,000 plus a fixed premium that steps up over time to 55.75% of principal at the final valuation date. If not redeemed early, at maturity investors receive $1,000 plus the final premium if the worst index is at or above its initial level, $1,000 if it is below initial but at or above its 75% barrier, or $1,000 reduced 1-for-1 with the index loss if it finishes below the barrier, with losses up to 100% of principal.

The issue price is $1,000 per security, including up to a $30.50 underwriting fee; the issuer’s estimated value on the pricing date is $962.00, reflecting structuring and hedging costs. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., offer no dividends or voting rights on the indices, may have limited or no liquidity, and carry complex tax and market risks.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities due August 3, 2029, linked to the worst performer of the EURO STOXX 50® Index, the Nasdaq-100 Index® and the Russell 2000® Index. Each security has a $1,000 principal amount.

The notes pay a 2.625% quarterly contingent coupon (10.50% per annum) only if, on each valuation date, the worst performing index is at or above its coupon barrier, set at 60% of its initial level. If, on any autocall date, the worst performer is at or above its initial level, the notes are automatically redeemed for $1,000 plus the coupon, which may shorten the investment.

If not called and, on the final valuation date, the worst performer is at or above its 60% final barrier, investors receive $1,000 (plus any final coupon). If it is below the final barrier, the maturity payment is $1,000 plus the index return of the worst performer, exposing investors to 1:1 downside and potential total loss of principal, with no dividends or upside participation. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated value on the pricing date is $983.20 per $1,000, below issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $1,000-denomination autocallable securities linked to the worst performer of the Dow Jones Industrial Average and the Nasdaq-100 Index, maturing August 1, 2031. The notes pay no interest and do not guarantee principal.

On each of 17 scheduled valuation dates, if the worst-performing index is at or above its initial level, the notes are automatically redeemed at $1,000 plus a preset premium, starting at 10.35% of principal in July 2027 and rising to 51.75% on the final valuation date. If not called, at maturity investors receive: $1,000 plus the final premium if the worst index is at or above its initial level; $1,000 if it is below initial but at or above its 70% barrier; or $1,000 plus 1-for-1 downside exposure to that index’s loss if it finishes below its barrier, potentially resulting in a total loss of principal.

The issue price is $1,000 per note, with an estimated value of $956.90 based on Citigroup Global Markets Inc.’s models. Investors face index performance risk, Citigroup credit risk, limited or no liquidity, no dividends, and complex U.S. tax treatment as a prepaid forward contract.

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., is offering Callable Fixed Rate Notes due July 31, 2031, in denominations of $1,000 per note. All payments are fully and unconditionally guaranteed by Citigroup Inc.

The notes pay a fixed 5.17% annual interest rate, with interest paid semi-annually on the last day of each January and July, starting January 31, 2027, using a 30/360 day count convention. Beginning July 31, 2028, the issuer may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates. The notes will not be listed on any securities exchange. They are treated as fixed rate debt issued without original issue discount for U.S. federal income tax purposes, and net proceeds will be used for general corporate purposes and related hedging activities.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering $15,320,800 of Trigger Callable Yield Notes linked to the least performing of the Russell 2000® Index and the S&P 500® Index, maturing on October 29, 2027. The notes pay a fixed coupon of 10.34% per annum, with monthly payments of $0.0862 per $10 note, regardless of index performance while outstanding. Beginning with the third coupon date (October 29, 2026), the issuer may, in its sole discretion, call the notes at par plus the due coupon, after which no further payments are made.

If the notes are not called and the final level of the least performing index is at or above its downside threshold (70% of its initial level), investors receive the $10 principal per note plus the final coupon. If the least performing index finishes below its downside threshold, investors receive the final coupon plus $10 × (1 + underlying return) of that index, which can result in up to a 100% loss of principal. The payment depends solely on the worst-performing index; upside in the better index is not passed through. All payments are subject to the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; a default could result in the loss of the entire investment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to NVIDIA Corporation, maturing on August 3, 2029. Each security has a $1,000 principal amount and may pay a 2.65% quarterly contingent coupon (10.60% annualized) if NVIDIA’s closing value on the relevant valuation date is at or above the coupon barrier value of $114.006, which is 60% of the $190.01 initial underlying value.

The notes can be automatically redeemed on specified autocall dates if NVIDIA’s closing value is at or above the initial value, returning $1,000 plus the coupon, but limiting future income. If not called, and at maturity NVIDIA is below the final barrier value of $114.006, repayment is reduced 1-for-1 with the underlying decline and can fall to zero. Investors forgo dividends and upside in NVIDIA, face full issuer and guarantor credit risk, an illiquid secondary market, and an initial estimated value of $941.10 per $1,000, below issue price due to selling, hedging costs and internal funding assumptions.