Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has issued Autocallable Barrier Securities linked to the performance of three major indices: the Nasdaq-100, Russell 2000, and S&P 500, due June 29, 2028. The securities, with a stated principal amount of $1,000 per unit, offer unique features including potential automatic early redemption and conditional downside protection.

Key features include:

• No regular interest payments
• Automatic early redemption with 12.25% premium if worst-performing index meets threshold on June 26, 2026
• 200% upside participation rate if held to maturity
• 70% downside barrier protection
• Total offering size of $1,723,000 with estimated value of $963.10 per security

Investors face risks including potential loss of principal if worst-performing index falls below 70% barrier, no dividend payments, and credit risk of Citigroup. The securities are not bank deposits and lack FDIC insurance. Trading liquidity may be limited as securities will not be listed on any exchange.

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. (symbol C), is offering Medium-Term Senior Unsecured Autocallable Securities linked to the worst performing of the Dow Jones Industrial Average (DJIA) and the Russell 2000 Index (RTY). The notes are fully and unconditionally guaranteed by Citigroup Inc.

Structure & Key Economic Terms

• Issue price: $1,000 per security; estimated value: $953.40 (4.7% discount to issue price).
• Aggregate size: $1.842 million (1,842 securities).
• Pricing / Issue dates: June 25 / 30, 2025; Maturity: June 29 , 2028 (3-year term unless autocalled).
• Underlying initial levels: DJIA 42,982.43; RTY 2,136.185. Buffer: 15% of initial level for each index.
• Automatic early redemption: Occurs on any of eight quarterly valuation dates if the worst performing index closes ≥ its initial level; investors then receive $1,000 plus a fixed premium that steps from 7.00% (first valuation date) up to 19.25% (eighth).
• Final payoff if not autocalled:
  • Index ≥ initial level: $1,000 + 21.00% premium.
  • Index between 85% and 100% of initial: return of principal only.
  • Index < 85% of initial: 1-for-1 downside beyond 15% buffer, resulting in partial or full loss of principal.
• Credit & liquidity: Payments depend on credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the securities will not be listed on any exchange.
• Compensation: Citigroup Global Markets Inc. acts as underwriter, earning up to $35 per security; proceeds to issuer $965 per security.

Risk Considerations Highlighted by the Issuer: investors face full downside beyond buffer, no dividend participation, secondary market may be limited, and the note’s estimated value is below the purchase price, reflecting distribution costs and internal funding spread.

Regulatory legends confirm that neither the SEC nor state regulators have approved or disapproved the offering, and the product is not FDIC insured. The pricing supplement must be read together with the accompanying product, underlying and prospectus supplements dated March 7 , 2023 for complete terms and risk factors.

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to Tesla stock, due December 31, 2026. The securities offer potential periodic contingent coupon payments at an annualized rate of 19.40%, with a stated principal amount of $1,000 per security.

Key features include:

• Contingent coupon payments of 1.6167% per period if Tesla's closing value is above the coupon barrier value ($196.53, 60% of initial value)
• Automatic early redemption if Tesla's stock closes at or above initial value ($327.55) on any potential autocall date
• At maturity, if not called early: full principal returned if Tesla is above final barrier ($163.775, 50% of initial value); otherwise, investors face losses proportional to Tesla's decline
• Total offering amount of $390,000 with estimated value of $944.70 per security

Risk factors: Investors may receive no coupon payments, lose significant principal at maturity, face limited liquidity, and are exposed to Citigroup's credit risk. The securities are not bank deposits and not FDIC insured.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc. (NYSE: C), is issuing Dual Directional Buffer Securities linked to the worst-performing of the Dow Jones Industrial Average and the Russell 2000 Index. The $1,000-denominated notes price on 25 Jun 2025, settle on 30 Jun 2025, and mature on 31 Dec 2026.

Key structural features are:

• Participation rate: 120 % on upside to a maximum return of 12.75 % ($127.50) per note.
• Dual directional feature: If the worst-performing index finishes below its initial level but not more than 15 % lower, investors receive the absolute value of that loss multiplied by 120 % (i.e., gain on mild declines).
• Downside buffer: First 15 % of any index decline is protected; beyond that, loss is 1 % of principal for every additional 1 % drop.
• No coupons, no dividends, no listing, and limited liquidity.
• Credit risk: Payments depend on CGMHI and Citigroup Inc.

The initial index levels are 42,982.43 (DJIA) and 2,136.185 (RUT); buffer levels are 85 % of each. Estimated fair value is $969.90 versus the $1,000 issue price, reflecting embedded fees including an up-to-$24 underwriting charge. Total deal size is $192,000, an immaterial funding amount relative to Citi’s balance sheet.

Investors benefit from limited upside and mild downside participation but face valuation discount, reinvestment risk of forgone dividends, potential total loss beyond buffer, and issuer credit risk. The securities suit tactical investors expecting range-bound or moderately bullish performance in the two indices through late 2026.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Barrier Securities linked to the Russell 2000® and S&P 500® indices. Each unsecured note has a $1,000 stated principal amount, will be issued on 30 June 2025 and, unless earlier redeemed, will mature on 29 June 2028.

The structure provides two potential cash-flow paths:

• Automatic early redemption: If, on the 26 June 2026 valuation date, the worst-performing index closes at or above its initial level, holders receive $1,117.50 (principal plus an 11.75 % premium) three business days later and the notes terminate.
• Payment at maturity (if not called):
  • If the worst-performing index final value > initial value: $1,000 + 200 % participation in that positive return.
  • If final value ≤ initial value but ≥ 80 % barrier: principal only.
  • If final value < 80 % barrier: repayment is $1,000 × (1 + index return), exposing investors to a dollar-for-dollar loss below the barrier, up to total loss.

Economic terms include an underwriting fee of up to $32.50 (3.25 %) per note and an estimated value of $963.40, indicating an initial value shortfall of roughly 3.7 % versus the issue price. The notes will not be listed, may have little or no secondary liquidity, pay no coupons or dividends, and are subject to the credit risk of both the issuer and Citigroup Inc.

Total issue size is $266,000. Investors should review the accompanying product, underlying and prospectus supplements for additional details, including market-disruption adjustments and risk factors.

Citigroup Global Markets Holdings has filed a pricing supplement for Callable Contingent Coupon Equity Linked Securities due June 10, 2027, linked to the performance of the Nasdaq-100 Technology Sector Index, Russell 2000 Index, and VanEck Gold Miners ETF.

Key features of the securities include:

• Principal amount of $1,000 per security
• Potential contingent coupon payments at 13.00% to 14.30% per annum, paid only if worst-performing underlying is above coupon barrier
• Citigroup can call securities for mandatory redemption on specified dates
• Downside risk tied to worst-performing underlying; if below 60% barrier at maturity, investors face principal loss
• Estimated value at least $922.00 per security, below issue price

Securities offer higher potential yield than conventional debt but carry significant risks including potential loss of principal, no dividend participation, and credit risk of Citigroup. Not listed on any exchange, limiting liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity-Linked Securities tied to the common stock of Marvell Technology, Inc. The notes price on June 27 2025, settle on July 2 2025 and, unless previously redeemed, mature on July 1 2027.

Key cash-flow mechanics

• Stated principal: $1,000 per note; no exchange listing.
• Quarterly contingent coupon: 3.75% of principal (15.00% p.a.) if the underlying’s closing price on the relevant valuation date is ≥ 49.50 % of the initial value (the “coupon barrier”). Missed coupons are paid retroactively if the barrier is met on a later date; otherwise they are forfeited.
• Autocall feature: On any of six scheduled potential autocall dates (beginning 29 Dec 2025), the note is automatically redeemed at $1,000 + the coupon if the underlying closes at or above its initial value.
• Principal repayment at maturity: If not called, investors receive $1,000 when the final price ≥ 49.50 % of the initial value. Otherwise they receive a fixed number of Marvell shares (or equivalent cash) worth substantially less than $1,000—potentially zero—and no final coupon.

Economic terms & distribution

• Estimated value at pricing: ≈ $919 (≈ 9 % below the $1,000 issue price), reflecting dealer models and funding costs.
• Underwriting fee: up to $18.50 per note; selected dealers receive a $17.50 concession and up to $1.00 structuring fee.
• All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Risk highlights: Investors face equity downside risk below the 49.5 % barrier, reinvestment risk from early redemption, lack of liquidity due to no exchange listing, and potential non-payment if Citigroup defaults. The notes are not FDIC-insured.

Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to Alnylam Pharmaceuticals, due July 6, 2028. The securities offer:

• Principal Terms: $1,000 stated principal amount per security with potential periodic contingent coupon payments at an annualized rate of at least 11.50%
• Key Features: Automatic early redemption if underlying closes at or above initial value on any autocall date; contingent coupon payments if underlying closes at or above 60% of initial value on valuation dates
• Risk Factors: Investors may receive no coupon payments; principal is at risk if final underlying value is below 60% of initial value; securities may be called early limiting return potential
• Pricing Details: Estimated value at least $911.50 per security, below issue price of $1,000; includes underwriting fee of $20.00 per security to CGMI

The securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup, and are not bank deposits or FDIC insured. They offer higher potential yield in exchange for significant investment risks including potential loss of principal.