Citigroup Inc SEC Filings

Citigroup Global Markets Holdings is offering Autocallable Contingent Coupon Equity Linked Securities tied to the performance of the S&P 500 Dynamic Participation Index and VanEck Gold Miners ETF, due July 20, 2028. Key features include:

• Contingent Coupon Rate: Minimum 7.00% per annum, paid if worst-performing underlying is above its coupon barrier (65% of initial value)
• Automatic Early Redemption: Securities automatically called if worst-performing underlying closes at or above initial value on any potential autocall date
• Principal Protection: 25% buffer against losses at maturity, with 1:1 losses beyond buffer
• Issue Price: $1,000 per security with estimated value of at least $892.00

The securities carry significant risks including potential loss of principal, no dividend participation, and credit risk of Citigroup. The estimated value is less than the issue price, reflecting underwriting fees and hedging costs. Early redemption may limit return potential.

Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Contingent Coupon Equity Linked Securities tied to NVIDIA Corporation, due July 6, 2028. The securities, priced at $1,000 per unit, offer potential periodic contingent coupon payments at an annualized rate of at least 13.00%.

Key features include:

• Contingent coupon payments if NVIDIA's closing value is above 60% of initial value
• Automatic early redemption if stock closes at or above initial value on observation dates
• Risk of principal loss if final stock value is below 60% barrier level
• Estimated initial value of at least $914.50 per security, below issue price

Notable risks include potential loss of principal, no guaranteed coupon payments, limited upside participation in NVIDIA's growth, and credit risk of Citigroup. The securities are not bank deposits and lack FDIC insurance. CGMI will receive an underwriting fee of up to $20.00 per security.

Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Contingent Coupon Equity Linked Securities tied to Palantir Technologies, due July 6, 2028. The securities offer potential periodic contingent coupon payments at an annualized rate of at least 18.25%, with a stated principal amount of $1,000 per security.

Key features include:

• Contingent coupon payments subject to underlying asset performance above 50% barrier value
• Automatic early redemption if underlying closes at or above initial value on observation dates
• Risk of principal loss if final value is below 50% barrier at maturity
• Estimated initial value of at least $900 per security, below issue price

Notable risks include potential loss of principal, no guaranteed coupon payments, limited liquidity, and credit risk of Citigroup. The securities do not provide direct exposure to Palantir stock appreciation or dividends. CGMI receives an underwriting fee of up to $20 per security and may profit from hedging activities.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol: C), plans to issue Autocallable Contingent Coupon Equity-Linked Securities tied to Costco Wholesale Corporation common stock and maturing on 6 July 2028. The $1,000-denominated notes offer a contingent quarterly coupon of at least 1.9375 % (≥7.75 % p.a.), paid only when the closing price of Costco on the relevant valuation date is ≥80 % of the initial price.

An automatic early redemption feature is in force on each valuation date from 30 Sep 2025 forward: if Costco closes at or above its initial price, investors receive $1,000 plus the coupon and the note terminates, capping any further income potential.

If the notes are not called, final repayment depends on Costco’s price on 30 Jun 2028. Investors receive:

• $1,000 (and the final coupon) if the share price is ≥80 % of the initial level
• $1,000 + ($1,000 × underlying return) if the share price is <80 % of the initial level, exposing principal to full downside with no floor beyond the 20 % buffer

Key structural considerations include: (i) credit risk of Citigroup Global Markets Holdings Inc./Citigroup Inc.; (ii) illiquidity, as the notes will not be exchange-listed; (iii) an estimated value of at least $919, implying an upfront value gap of ≤8.1 % versus issue price; and (iv) a maximum underwriting fee of $20 per note. The product suits investors seeking elevated income and willing to accept equity, call and credit risks in lieu of direct Costco share ownership or conventional fixed-income exposure.

Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to Apple Inc, due July 6, 2028. The securities, guaranteed by Citigroup, offer potential periodic contingent coupon payments at an annualized rate of at least 10.65%.

Key features include:

• Stated principal amount of $1,000 per security
• Contingent coupon payments of 2.6625% if Apple's stock closes at or above the coupon barrier (80% of initial value)
• Automatic early redemption if Apple's stock closes at or above initial value on any potential autocall date
• Risk of principal loss if final stock value is below 80% barrier level

Notable risks: Investors may receive no coupon payments, lose significant principal at maturity, face limited liquidity, and are exposed to Citigroup's credit risk. The estimated value ($918.00 per security) is less than the issue price, with CGMI receiving up to $20.00 underwriting fee per security.

Citigroup announced the issuance of Callable Fixed Rate Notes due June 27, 2040 (CUSIP: 17290ADK3) with the following key terms:

Key Features:

• Principal Amount: $8,202,000 total offering at $1,000 per note
• Interest Rate: 5.70% per annum, paid semi-annually
• Call Feature: Callable quarterly starting December 27, 2027
• Maturity: June 27, 2040 (15-year term)

Important Details: The notes are unsecured senior debt obligations of Citigroup, subject to credit risk. Interest payments occur on June 27 and December 27, beginning December 27, 2025. Citigroup Global Markets (CGMI) serves as underwriter with a maximum fee of $20 per note. The notes will not be listed on any securities exchange, potentially limiting secondary market liquidity.

Risk Factors: Key risks include potential early redemption limiting interest accrual, interest rate sensitivity affecting redemption likelihood, credit risk of Citigroup, and limited secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured, principal-at-risk structured notes titled Enhanced Trigger Jump Securities linked to West Texas Intermediate (WTI) light sweet crude oil futures. The securities mature in approximately 15 months on the expected date of October 5, 2026 and will not pay periodic interest.

Investment mechanics: Each $1,000 note will return principal plus a $135 fixed return (13.50%) provided the final commodity price is at or above the Trigger Price (75% of the initial price) on the valuation date (expected September 30, 2026). If WTI declines by more than 25%, repayment equals $1,000 × (1 + commodity return), exposing investors to a 1-for-1 downside with no minimum redemption, potentially resulting in total loss of principal.

Structural details:

• Issue price: $1,000; estimated value on pricing date: ≥ $898.50.
• Underwriting fee: $22.50 (including $17.50 selling concession and $5 structuring fee to Morgan Stanley Wealth Management).
• Denomination: $1,000; CUSIP 17333LCR4; unlisted, therefore limited secondary liquidity.
• All payments subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Risk / return profile: Investors obtain capped upside (maximum 13.50%) and contingent downside protection to –25%, forfeiting any gains above the fixed return and bearing full downside beyond the trigger. The notes suit moderately bullish views on WTI over 15 months but require acceptance of credit, liquidity and commodity price risks.

Citigroup has filed a pricing supplement for Callable Fixed Rate Notes due June 27, 2035, with a total issuance value of $17,081,000. The notes will pay a fixed interest rate of 5.50% per annum, with semi-annual interest payments on June 27 and December 27.

Key features include:

• Principal amount of $1,000 per note
• Callable by Citigroup starting December 27, 2026, on quarterly redemption dates
• Interest payments based on 30/360 day count convention
• Unsecured senior debt obligations subject to Citigroup's credit risk

Notable risks include potential early redemption limiting interest accrual, particularly in rising rate environments, and no listing on securities exchanges limiting secondary market liquidity. CGMI will serve as underwriter with a maximum fee of $15.00 per note. The notes are not bank deposits and are not FDIC insured.

Citigroup has filed a pricing supplement for its $18.517 million Callable Fixed Rate Notes offering due June 27, 2030. The notes will pay a fixed interest rate of 5.05% semi-annually, with payments made on June 27 and December 27.

Key features include:

• Principal amount of $1,000 per note
• Callable by Citigroup starting June 27, 2026 on quarterly redemption dates
• Interest payments based on 30/360 day count convention
• Notes are unsecured senior debt obligations subject to Citigroup's credit risk

Notable risks include potential early redemption limiting interest accrual, especially likely in high interest rate environments, and limited secondary market liquidity as notes won't be listed on any exchange. CGMI will receive an underwriting fee of up to $5.00 per note. The total proceeds to the issuer are $18,462,981.50 after underwriting fees.