Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering $250,000 of Autocallable Contingent Coupon Equity-Linked Securities tied to the common stock of Alnylam Pharmaceuticals, Inc. (ALNY). The notes are part of the issuer’s Medium-Term Senior Notes, Series N, and are offered under a 424(b)(2) prospectus supplement.

Economics

• Denomination: $1,000 per security.
• Issue price: $1,000; estimated value on the pricing date: $964.60 (reflects distribution/hedging costs and internal funding rate).
• Underwriting fee: up to $20 (2.0%) per note; net proceeds to issuer: $980.
• Initial underlying value (ALNY close 30-Jun-2025): $326.09.

Coupon mechanics

• Quarterly contingent coupon of 3.00% of par (12.00% p.a.) paid only if ALNY’s closing price on the relevant valuation date is ≥ the coupon barrier of $195.654 (60 % of initial value).
• If the barrier is breached, that coupon period pays $0; missed coupons are not recaptured.

Autocall feature

• On each valuation date from 30-Sep-2025 to 30-Mar-2028, the notes autocall at par (plus coupon) if ALNY ≥ initial value. Early redemption shortens the maximum coupon horizon.

Principal repayment at maturity (6-Jul-2028)

• If not previously called and final ALNY price ≥ final barrier of $195.654 (60 % of initial): receive par plus final coupon.
• If final price < barrier: receive $1,000 × (1 + underlying return), exposing investors to full downside, potentially zero.

Risk profile

• No principal protection; up to 100 % loss possible.
• High probability of missed coupons if ALNY stays below the 60 % threshold.
• Credit exposure to Citigroup Global Markets Holdings Inc. and guarantor Citigroup Inc.
• No listing; secondary market liquidity depends solely on CGMI.
• Tax treatment uncertain; issuer intends to treat coupons as ordinary income.

Key dates: Pricing 30-Jun-2025; Issue 3-Jul-2025; first valuation/autocall 30-Sep-2025; maturity 6-Jul-2028.

The product targets investors seeking enhanced income versus conventional Citi debt but who can tolerate equity risk in a single biotech name, potential illiquidity, and complex tax treatment.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering $250,000 of Autocallable Contingent Coupon Equity-Linked Securities tied to the common stock of Alnylam Pharmaceuticals, Inc. (ALNY). The notes are part of the issuer’s Medium-Term Senior Notes, Series N, and are offered under a 424(b)(2) prospectus supplement.

Economics

• Denomination: $1,000 per security.
• Issue price: $1,000; estimated value on the pricing date: $964.60 (reflects distribution/hedging costs and internal funding rate).
• Underwriting fee: up to $20 (2.0%) per note; net proceeds to issuer: $980.
• Initial underlying value (ALNY close 30-Jun-2025): $326.09.

Coupon mechanics

• Quarterly contingent coupon of 3.00% of par (12.00% p.a.) paid only if ALNY’s closing price on the relevant valuation date is ≥ the coupon barrier of $195.654 (60 % of initial value).
• If the barrier is breached, that coupon period pays $0; missed coupons are not recaptured.

Autocall feature

• On each valuation date from 30-Sep-2025 to 30-Mar-2028, the notes autocall at par (plus coupon) if ALNY ≥ initial value. Early redemption shortens the maximum coupon horizon.

Principal repayment at maturity (6-Jul-2028)

• If not previously called and final ALNY price ≥ final barrier of $195.654 (60 % of initial): receive par plus final coupon.
• If final price < barrier: receive $1,000 × (1 + underlying return), exposing investors to full downside, potentially zero.

Risk profile

• No principal protection; up to 100 % loss possible.
• High probability of missed coupons if ALNY stays below the 60 % threshold.
• Credit exposure to Citigroup Global Markets Holdings Inc. and guarantor Citigroup Inc.
• No listing; secondary market liquidity depends solely on CGMI.
• Tax treatment uncertain; issuer intends to treat coupons as ordinary income.

Key dates: Pricing 30-Jun-2025; Issue 3-Jul-2025; first valuation/autocall 30-Sep-2025; maturity 6-Jul-2028.

The product targets investors seeking enhanced income versus conventional Citi debt but who can tolerate equity risk in a single biotech name, potential illiquidity, and complex tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering unsecured Medium-Term Senior Notes, Series N linked to the Russell 2000® Index. These structured notes provide a digital (fixed) return of at least 15% ($150 per $1,000 note) if, on the July 16 2026 valuation date, the index closes at or above its July 10 2025 initial level. Investors therefore forgo any upside beyond the digital return and receive no coupons or dividends during the 371-day term.

If the Russell 2000® declines, principal is exposed on a 1-for-1 basis: each 1% drop in the index below the initial level reduces the maturity payment by 1%, with no minimum redemption floor. Investors could lose their entire investment.

Key economic terms include:

• Stated principal: $1,000 per security
• Issue price: $1,000; estimated value ≥ $931 (reflecting selling & hedging costs)
• Underwriting fee: up to $20 (2.0%); proceeds to issuer ≥ $980
• Issue date: July 15 2025; maturity: July 21 2026
• No exchange listing; liquidity reliant on Citigroup Global Markets Inc. making a discretionary secondary market

The notes carry the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. Default by either entity would jeopardize repayment. Additional risk factors include small-cap equity volatility, potential model-based mis-pricing, tax uncertainty (pre-paid forward characterization), and Section 871(m) withholding considerations for non-U.S. holders.

This offering is a routine capital-markets transaction for Citigroup and does not alter its underlying financial outlook. Prospective investors should be comfortable with full downside exposure to the Russell 2000®, illiquidity, and the lack of interim income.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Securities linked to the Energy Select Sector SPDR Fund (XLE). Each note has a $1,000 face amount, prices on 30-Jun-2025 and, unless earlier redeemed, matures on 06-Jul-2028.

Autocall mechanics: the notes are automatically redeemed (plus premium) if on any of the first two valuation dates the XLE closing price is at or above the initial value of $84.81. Premiums are fixed at 12.5 % (2026) or 25 % (2027). If not called, at maturity investors receive: (i) principal + 37.5 % premium if XLE ≥ initial value; (ii) principal only if XLE is between 70 % and 100 % of the initial value; (iii) a loss matching the downside of XLE (1-for-1) if XLE falls below the 70 % barrier ($59.367). The notes pay no coupons, are not listed, and carry issuer and guarantor credit risk.

Economics & fees: issue price $1,000 vs. estimated value $955.30 (-4.5 %), reflecting up to $22.50 underwriting fee and hedging costs; gross proceeds are $278,588 on a small $285,000 issuance. No secondary-market maker is obligated to support liquidity and any bid will reflect a concession and credit spread.

Key risks highlighted by the issuer include

• Potential 100 % principal loss if XLE drops <70 % of initial level at final valuation
• Limited upside capped at fixed premiums, no participation in XLE dividends or further appreciation
• Concentrated exposure to the energy sector, subject to commodity price volatility and regulatory changes
• Credit risk of Citigroup entities and lack of listing/liquidity

The structure suits investors willing to trade liquidity, dividends and upside for defined premiums and conditional protection, and who accept sector-specific and credit risks.

BP p.l.c. (NYSE:BP) filed its 2024 Form SD under SEC Rule 13q-1, disclosing $24.8 billion in cash and in-kind payments to governments for extractive activities. The report, prepared under the UK “Reports on Payments to Governments” regime, details seven payment categories across 17 countries and more than 40 individual projects.

• Geographic concentration: Five jurisdictions accounted for 87 % of total payments: Azerbaijan ($11.5 bn), United Arab Emirates ($5.0 bn), Oman ($3.1 bn), Indonesia ($0.95 bn) and the UK ($1.07 bn).
• Payment mix: Production entitlements ($13.6 bn, 55 %) and taxes ($8.9 bn, 36 %) dominated, while royalties ($1.4 bn) and bonuses/fees/infrastructure made up the balance. No reportable dividends were paid.
• Project hot-spots: • Azeri-Chirag-Gunashli & related assets in Azerbaijan delivered $7.9 bn in payments. • ADCO Onshore (UAE) generated $5.0 bn in taxes/fees. • Khazzan (Oman) contributed $3.1 bn, largely in kind (condensate & gas). • Tangguh (Indonesia) added $951 m.
• Cash-flow impact: Refunds related to prior-year tax loss carry-backs produced negative tax lines in the UK (–$25 m) and US (–$135 m), modestly benefiting 2024 cash flow.
• Governance & ESG relevance: The filing satisfies both SEC and UK transparency requirements and reinforces BP’s public stance on revenue transparency, a key metric for ESG-focused investors.

Because the disclosure is regulatory rather than operational, it does not alter earnings guidance; however, it highlights BP’s fiscal exposure to commodity-producing nations, many of which carry elevated geopolitical or regulatory risk.

Citigroup Global Markets Holdings Inc. is issuing $4.582 million of unlisted, 15-month Enhanced Trigger Jump Securities that reference West Texas Intermediate (WTI) light sweet crude oil front-month futures (Bloomberg: CL1). The $1,000-denominated notes are senior, unsecured obligations of the issuer and are fully and unconditionally guaranteed by Citigroup Inc.; however, investors bear the full credit risk of both entities.

Return profile

• Fixed upside: At maturity on 5 Oct 2026, holders receive par plus a fixed $135 payment (13.50%) if the final WTI futures price is ≥ $48.833 (75% of the initial $65.11 reference level).
• Contingent downside: If the final price is below the trigger, redemption equals $1,000 + ($1,000 × commodity return). Every 1% drop beyond –25% reduces principal 1-for-1; no floor, so total loss is possible.

Structural terms

• Pricing date: 30 Jun 2025  |  Issue date: 3 Jul 2025  |  Valuation date: 30 Sep 2026
• Estimated value: $937.50 (6.3% below issue price) based on CGMI models and internal funding rate.
• Fees: $22.50 underwriting fee per note, of which $17.50 is selling concession and $5.00 structuring fee to Morgan Stanley Wealth Management.
• Not listed; secondary liquidity, if any, will be solely through CGMI on a best-efforts basis and may cease at any time.
• Early redemption right in the event of a Commodity Hedging Disruption Event; payout equals a model-based fair value, likely below par.

Key risks

• No periodic coupons; limited to a single fixed payment cap of 13.5%.
• Principal at risk beyond a 25% decline in WTI; high historical volatility and possibility of negative futures prices.
• Issue price exceeds estimated value; investors pay embedded distribution/hedging costs.
• Credit exposure to Citigroup; no FDIC insurance.
• Potential illiquidity and wide bid-ask spreads; notes will not qualify for CFTC protections.

These securities suit investors with a moderately bullish to neutral view on WTI over 15 months, a willingness to sacrifice upside above 13.5%, and tolerance for full principal loss and issuer credit risk.

Citigroup Global Markets Holdings Inc. is issuing $4.582 million of unlisted, 15-month Enhanced Trigger Jump Securities that reference West Texas Intermediate (WTI) light sweet crude oil front-month futures (Bloomberg: CL1). The $1,000-denominated notes are senior, unsecured obligations of the issuer and are fully and unconditionally guaranteed by Citigroup Inc.; however, investors bear the full credit risk of both entities.

Return profile

• Fixed upside: At maturity on 5 Oct 2026, holders receive par plus a fixed $135 payment (13.50%) if the final WTI futures price is ≥ $48.833 (75% of the initial $65.11 reference level).
• Contingent downside: If the final price is below the trigger, redemption equals $1,000 + ($1,000 × commodity return). Every 1% drop beyond –25% reduces principal 1-for-1; no floor, so total loss is possible.

Structural terms

• Pricing date: 30 Jun 2025  |  Issue date: 3 Jul 2025  |  Valuation date: 30 Sep 2026
• Estimated value: $937.50 (6.3% below issue price) based on CGMI models and internal funding rate.
• Fees: $22.50 underwriting fee per note, of which $17.50 is selling concession and $5.00 structuring fee to Morgan Stanley Wealth Management.
• Not listed; secondary liquidity, if any, will be solely through CGMI on a best-efforts basis and may cease at any time.
• Early redemption right in the event of a Commodity Hedging Disruption Event; payout equals a model-based fair value, likely below par.

Key risks

• No periodic coupons; limited to a single fixed payment cap of 13.5%.
• Principal at risk beyond a 25% decline in WTI; high historical volatility and possibility of negative futures prices.
• Issue price exceeds estimated value; investors pay embedded distribution/hedging costs.
• Credit exposure to Citigroup; no FDIC insurance.
• Potential illiquidity and wide bid-ask spreads; notes will not qualify for CFTC protections.

These securities suit investors with a moderately bullish to neutral view on WTI over 15 months, a willingness to sacrifice upside above 13.5%, and tolerance for full principal loss and issuer credit risk.

On 1 July 2025, Graham Holdings (GHC) director Christopher C. Davis purchased 28 Class B common shares under the company’s Director Share Purchase Program. The shares were acquired at an average price of $954.49, increasing Davis’s direct holding to 5,518 shares.

The transaction is coded “A” (acquisition) on SEC Form 4 and reflects routine compensation conversion rather than an open-market buy. No derivative securities were involved, and there were no dispositions. While the share count is modest, the filing indicates continued insider ownership alignment without any negative governance flags.

Shore Bancshares, Inc. (SHBI) Form 4 highlights: EVP & Chief Legal Officer Andrea E. Colender reported the conversion of 995 restricted stock units (RSUs) into an equal number of common shares on 01-Jul-2025 (Transaction Code M). The RSUs vested at no cash cost, increasing her direct share ownership to 26,972 shares. An additional 3,292 shares are held indirectly in an IRA. Following the transaction, Colender still holds 6,156 unvested RSUs scheduled to vest between 2026-2028. The filing represents a routine equity grant vesting rather than an open-market purchase, but it modestly raises insider equity alignment.