Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol C), is offering unsecured Medium-Term Senior Notes, Series N — “Buffer Securities Linked to the S&P 500 Futures Excess Return Index.” The preliminary prospectus supplement (Form 424B2) details key commercial terms, payout mechanics and principal risks for investors who purchase the notes at the $1,000 issue price on the pricing date of 31 July 2025.

Instrument structure

• Underlying: S&P 500 Futures Excess Return Index (Bloomberg: SPXFP), which tracks quarterly-rolled E-mini S&P 500 futures and is expected to underperform the total-return S&P 500® Index because of an embedded financing cost.
• Maturity: 5 August 2030 (five‐year term).
• Upside: 100% principal plus ≥ 165 % participation in any positive index return (Return Amount = $1,000 × Underlying Return × Participation Rate).
• Downside buffer: First 20 % of index decline is absorbed; beyond the Final Buffer Value (80 % of Initial), investors lose 1 % of principal for every 1 % additional decline.
• Coupon: None — the notes pay no interim interest or dividends.
• Issue/valuation: Estimated value on the pricing date is expected to be ≥ $904 per note, meaning investors pay a premium of up to 10 % that covers underwriting ($11.25 per note max.) and hedging costs.
• Listing & liquidity: The notes will not be listed on any exchange; secondary trading, if any, will be on a dealer basis through CGMI and could cease at any time.
• Credit exposure: All payments rely on the senior unsecured obligations of Citigroup Global Markets Holdings Inc. and the full, unconditional guarantee of Citigroup Inc.

Illustrative payouts

• Index up 5 % ⇒ investor receives $1,082.50 (5 % × 165 % = 8.25 % uplift).
• Index down 5 % ⇒ investor receives full $1,000 principal (within buffer).
• Index down 70 % ⇒ investor receives $500 (loss of 50 % after buffer).

Key risk disclosures

• Investors may lose up to 80 % of principal if the index falls by the full 100 %.
• Zero liquidity guarantee; prices quoted by CGMI will incorporate undisclosed bid-ask spreads and may be well below issue price, especially during the first four months when a temporary up-lift is gradually removed.
• Estimated value is calculated with the issuer’s internal funding rate, not a secondary-market rate, leading to a lower model value for holders.
• The underlying’s futures-based methodology historically trailed the price-return S&P 500®: over the five years to 30 Jun 2025 it returned 12.78 % annually vs. 14.88 % for SPX.
• Tax treatment is uncertain; Citigroup’s counsel intends to treat the notes as prepaid forward contracts, but the IRS could challenge this view.

Overall, the securities suit investors seeking leveraged upside with a defined 20 % buffer, who understand futures-based index behaviour, accept Citi credit risk, forgo income for five years and can tolerate potentially limited secondary liquidity.

Transportadora de Gas del Sur S.A. (TGS) has filed a Form 6-K to announce that the Argentine gas regulator ENARGAS issued Resolution 421/2025, published in the Official Gazette on 1 July 2025, approving new tariff charts for the company.

• Automatic monthly adjustment: Tariffs will now be updated every month using the formula set out in Energy Bureau Resolution 241/2025 and approved by ENARGAS Resolution 350/2025. The formula gives a 50 % weight to the national Consumer Price Index (IPC) and 50 % to the Wholesale Price Index (IPIM). The first application produces a 0.62 % tariff increase.
• Five-year review increase: An additional rise for transportation services is introduced pursuant to Section 5 of ENARGAS Resolution 256/2025. The filing does not state the percentage size of this component.

The company states that these adjustments apply to its regulated gas transportation business and were communicated as a material fact to the Argentine capital markets. No further financial, operational or guidance information was included.

Transportadora de Gas del Sur S.A. (TGS) has filed a Form 6-K to announce that the Argentine gas regulator ENARGAS issued Resolution 421/2025, published in the Official Gazette on 1 July 2025, approving new tariff charts for the company.

• Automatic monthly adjustment: Tariffs will now be updated every month using the formula set out in Energy Bureau Resolution 241/2025 and approved by ENARGAS Resolution 350/2025. The formula gives a 50 % weight to the national Consumer Price Index (IPC) and 50 % to the Wholesale Price Index (IPIM). The first application produces a 0.62 % tariff increase.
• Five-year review increase: An additional rise for transportation services is introduced pursuant to Section 5 of ENARGAS Resolution 256/2025. The filing does not state the percentage size of this component.

The company states that these adjustments apply to its regulated gas transportation business and were communicated as a material fact to the Argentine capital markets. No further financial, operational or guidance information was included.

Form 4 Overview – Independent Bank Corp. (IBCP)

Director Stephen L. Gulis Jr. filed a Form 4 disclosing the accrual of 491.51 Phantom Stock Units on 15 May 2025 under the company’s Deferred Compensation and Stock Purchase Plan for Non-Employee Directors. The units were credited at an implied price of $32.57 per share and will convert into an equal number of IBCP common shares when the director retires. Following this grant, Gulis’ total deferred phantom stake rises to 62,062.86 units, all reported as direct beneficial ownership.

Because these Phantom Stock Units are a routine, cashless, deferred-compensation award rather than an open-market purchase, the filing does not involve cash outlay or immediate share issuance. Consequently, the transaction has negligible dilution impact and does not alter the current public float or near-term earnings per share. The disclosure chiefly signals continued equity alignment between the board member and shareholders but is not material to the company’s capital structure or operating outlook.