Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering Autocallable Contingent Coupon Equity-Linked Securities tied to Micron Technology, Inc. (MU) that mature on 22-Jul-2026, unless automatically redeemed earlier.

• Face amount: $1,000 per note; total issuance $7.974 million.
• Contingent coupon: 1.2375% per month (14.85% p.a.) paid only if MU’s closing price on each valuation date is ≥ the coupon barrier of $68.594 (57% of the $120.34 initial value).
• Autocall feature: Notes are redeemed at $1,000 plus coupon if MU closes ≥ the initial value on any potential autocall date beginning 17-Dec-2025 and monthly thereafter through 17-Jun-2026.
• Principal protection: None. If not called and MU closes < the final barrier ($68.594) on 17-Jul-2026, repayment is $1,000 + ($1,000 × underlying return), exposing investors to full downside, potentially zero.
• Secondary market: Not listed; liquidity limited to dealer bid.
• Pricing: Estimated value $969.60 (3.0% discount to issue price); underwriting fee up to $21.50 per note.
• Credit risk: Payments rely on Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The structure targets yield-seeking investors willing to accept equity risk in MU, potential early redemption that caps income, and limited liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity-Linked Securities linked to NVIDIA Corporation (NVDA). Each security has a $1,000 principal amount, prices on 17 Jun 2025, settles on 23 Jun 2025 and matures on 23 Jun 2028 unless automatically redeemed earlier.

Coupon mechanics: Investors will receive a contingent coupon of 3.3625% per quarter (13.45% p.a.) only when NVDA’s closing price on the relevant valuation date is at or above the coupon barrier (60% of the initial price, $86.472). Missed coupons can be recaptured if the barrier is met on a later date before maturity. No coupon is paid if the barrier is never met again.

Autocall feature: On ten scheduled valuation dates from 17 Dec 2025 through 17 Mar 2028, the notes will be automatically called at $1,000 plus the current coupon if NVDA’s closing price is at or above the initial price ($144.12). Early redemption limits the maximum holding period and caps the total yield.

Maturity payment: If not previously called, investors will receive:

• $1,000 (return of principal) if NVDA ≥ final barrier (60% of initial value) on the final valuation date
• $1,000 × (1 + underlying return) if NVDA < final barrier, exposing investors to a one-for-one loss down to zero

Pricing & distribution: Issue price is $1,000 (or $976.50 in fee-based accounts) versus an estimated value of $968.30. Underwriting fee is up to $23.50 per note (2.35%). The total offering size is $0.5 million. The notes are unsecured, unsubordinated debt, rank pari passu with Citi’s other senior obligations, and will not be listed on any exchange.

Key risks: (i) coupon payments are not guaranteed; (ii) investors face full downside risk below the 60% barrier; (iii) early autocall may truncate income; (iv) no secondary market assurance; and (v) credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) has filed a preliminary Form 424B2 for a new medium-term senior note offering titled Callable Contingent Coupon Equity-Linked Securities due June 29 2028. The $1,000-denominated notes reference the Nasdaq-100, Russell 2000 and S&P 500 indices; investor outcomes are driven solely by the worst performing index.

• Contingent coupons: On each monthly valuation date, investors receive a coupon of at least 0.7333 % (≈ 8.80 % p.a.) only if the worst performer closes at or above 75 % of its initial level. Missed coupons are not recouped.
• Principal risk: At maturity, full principal is returned only if the worst performer is ≥ 70 % of its initial level. Otherwise, repayment is reduced 1-for-1 with the index decline, potentially down to $0.
• Issuer call: Starting December 26 2025, Citi may redeem the notes monthly at $1,000 plus any accrued coupon, capping upside for holders.
• Pricing economics: Issue price $1,000; estimated value ≥ $910; underwriting fee up to $29.50 (2.95 %), leaving proceeds of ≥ $970.50. The notes will not be listed and carry Citi credit risk.
• Key dates: Pricing — June 25 2025; Issue — June 30 2025; 35 monthly valuation dates; final valuation — June 26 2028.

The supplement highlights credit, market, liquidity and valuation risks and directs investors to accompanying product and underlying supplements for full terms and risk factors.

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., filed a Rule 424(b)(2) pricing supplement for a $10.636 million issuance of unlisted, unsecured and unsubordinated Floating-Rate Notes due June 20, 2065 (Series N).

The notes bear interest at SOFR compounded daily + 0.10%, subject to a 0.00% floor, with quarterly payments each 20 Mar/Jun/Sep/Dec beginning 20 Sep 2025. Principal of $1,000 per note is due at maturity unless investors exercise an annual early-repurchase option that begins 20 Jun 2028. Repurchase prices are $970–$990 per $1,000 through 20 Jun 2035, reaching par thereafter. A minimum $10,000 aggregate and 15 business-day notice are required for repurchase requests.

The notes are guaranteed by Citigroup Inc.; nevertheless, all payments remain exposed to Citigroup credit risk. They will not be listed on any exchange, implying limited secondary-market liquidity. CGMI, the sole underwriter and an affiliate, earns a variable fee of up to $10 per note (1%), leaving proceeds of at least $990 per note. Total proceeds to the issuer are approximately $10.53 million.

Because the spread is only 10 bps over SOFR and the coupon is floored at 0%, investors face potential periods of very low or zero interest. Early-repurchase prices below par before 2036 create additional downside if rates fall or if investors need liquidity. From an issuer standpoint, the filing represents routine, small-scale funding at favorable terms given current market conditions.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is marketing unsecured Medium-Term Senior Notes linked to Amazon.com, Inc. (AMZN). Each $1,000 security may pay a contingent coupon of at least 2.675% quarterly (≥10.70% p.a.) when AMZN’s closing price on a valuation date is ≥70% of the initial level. If on any of eleven scheduled valuation dates (starting 22 Sep 2025) AMZN closes at or above its initial level, the notes are automatically called for $1,000 plus the coupon, limiting upside.

If not called, the notes mature 23 Jun 2028. Principal is protected only if AMZN’s final price is ≥70% of the initial level. Otherwise, investors incur a 1-for-1 downside, potentially losing the entire principal and receiving no final coupon.

The preliminary estimated value is $910 per $1,000 issue price, reflecting dealer margin and hedge costs. The notes are unlisted, illiquid and subject to the senior unsecured credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors forego AMZN dividends and any price appreciation beyond coupons.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes (Series N) in the form of Autocallable Contingent Coupon Equity Linked Securities linked to the common stock of Apple Inc. (AAPL). The preliminary pricing supplement (Form 424B2, dated June 18 2025) details a $1,000 stated principal amount per security that may mature on June 23 2028, unless automatically called earlier.

• Contingent coupon: At least 2.2875% of principal per quarter (≥9.15% annualized) is paid only if AAPL’s closing price on the relevant valuation date is ≥ the 70% coupon-barrier.
• Automatic early redemption: On any of 11 scheduled valuation dates (beginning Sept 22 2025) the notes are automatically called at par plus the coupon if AAPL’s closing price is ≥ its initial value.
• Principal risk: If not called and AAPL closes below the 70% final-barrier on the final valuation date (June 20 2028), repayment equals $1,000 × (1 + underlying return), exposing investors to full downside beyond the 30% buffer and possible total loss.
• Credit risk: All payments depend on the senior unsecured obligations of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the securities are not FDIC-insured and will not be listed on any exchange.
• Pricing economics: Issue price: $1,000; underwriting fee: up to $20 (2%); net proceeds: ≥$980. Citigroup estimates the fair value on the pricing date at ≥$915, reflecting internal funding rates and hedging costs.
• CUSIP/ISIN: 17333LAA3 / US17333LAA35. Settlement: pricing date June 20 2025; issue date June 25 2025.

Investors seeking enhanced yield must accept contingent income uncertainty, market-linked principal risk, early-call reinvestment risk, and issuer credit exposure. The document is preliminary; final terms (exact coupon rate and barrier levels) will be fixed on the pricing date.