Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing an unlisted structured note—“Autocallable Contingent Coupon Equity-Linked Securities” (Series N)—linked to the worst performer of the Nasdaq-100 Index and the S&P 500 Index. The preliminary 424B2 prospectus supplement details a $1,000 par security that combines periodic contingent coupons with significant downside and credit risk.

Key commercial terms

• Maturity: 26 Apr 2027 (≈21 months of potential valuation dates; final valuation 21 Apr 2027).
• Contingent coupon: ≥0.70% of par per monthly observation (≥8.40% p.a.) paid only if the worst underlying closes ≥70% of its initial level on the relevant valuation date.
• Barriers: 70% of initial level acts as both the coupon trigger and the final principal protection threshold.
• Autocall feature: Automatic redemption at $1,000 + coupon if, on any of nine scheduled autocall dates (Jul 2026–Mar 2027), the worst underlying ≥ its initial level.
• Principal repayment: • 100% if worst underlying ≥70% at final valuation. • Otherwise: par × (1 + worst underlying return), exposing investors to a 1-for-1 downside and potential total loss.
• Issue price / estimated value: $1,000 vs. an estimated value of ≥$942.00 (≈94.2% of par). Underwriting fee up to $2.50 per note.
• Liquidity / listing: No exchange listing; secondary market, if any, only via CGMI.
• Credit: Unsecured senior obligations of CGMHI, fully guaranteed by Citigroup Inc.

Illustrative pay-offs show that investors may: (i) receive high coupons if both indices remain above the 70% barrier, (ii) be called early—capping returns—if indices rebound above initial levels, or (iii) suffer steep capital losses if the worst index closes <70% at maturity.

Material risk highlights

• Principal is not protected; maximum loss is 100%.
• Coupon payments are contingent; missing any observation below the barrier forfeits that month’s income.
• Volatility and low correlation between the two large-cap indices increase the probability of barrier breaches.
• Credit exposure to Citigroup and its subsidiary; note pricing embeds a 5.8% (≈$58) initial discount vs. issue price plus up-front fees.
• Lack of liquidity and potential wide bid–ask spreads.
• Uncertain U.S. tax treatment; payments likely taxed as ordinary income.

These notes may interest yield-seeking investors comfortable with equity downside risk and Citigroup credit exposure, but they are unsuitable for conservative portfolios requiring principal protection or liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering five-year Barrier Securities linked to the worst performer among the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index. These senior unsecured notes (Series N) carry a $1,000 stated principal amount, price on 18 Jul 2025, settle on 23 Jul 2025 and mature on 23 Jul 2030.

The notes pay no coupons. Your cash flow depends solely on the index performance measured once, on the valuation date:

• Upside: If the worst performing index finishes above its initial level, investors receive principal plus 180 % (minimum) participation in that index’s gain.
• Par repayment: If the worst performer ends ≤ initial but ≥ 70 % of initial (the barrier), only the $1,000 principal is returned.
• Downside: Should the worst performer close below 70 % of its initial level, principal is reduced 1-for-1 with the index loss. A 70 % decline yields $300; complete loss is possible.

Key structural terms: the barrier is fixed at 70 % of each index’s initial level; upside participation is to be set on pricing (≥ 180 %). The securities will not be listed; liquidity will rely on Citigroup Global Markets Inc. making a discretionary secondary market. Estimated value on pricing is expected to be ≥ $949, i.e., at least 5.1 % below issue price, reflecting selling & hedging costs and Citi’s internal funding rate. Underwriting fee is up to $7.50 per note; net proceeds ≈ $992.50 per note.

Risk highlights include: full downside exposure below the 70 % barrier; no interim interest; dependence on a single-day observation; multi-underlying structure increases probability of one index breaching the barrier; credit risk of CGMHI/Citigroup; limited or no secondary market; and uncertain U.S. tax treatment (pre-paid forward contract assumption, possible Section 871(m) implications for non-U.S. holders).

The product suits investors seeking leveraged equity exposure with partial contingent protection who can tolerate illiquidity, credit risk and potential full loss of capital, and who are indifferent to dividends foregone on the indices.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue $1,000-denominated Autocallable Senior Notes due 19 July 2030 linked to the worst performer of three equity benchmarks: the Nasdaq-100 Index, the Russell 2000 Index and the SPDR S&P Regional Banking ETF ("KRE"). The notes pay no coupons; investor return is driven solely by the indices’ levels on scheduled valuation dates.

Automatic early redemption (autocall): on any of 17 quarterly valuation dates starting 17 July 2026, if the worst performer closes ≥ its initial level, the notes are called at $1,000 plus a fixed premium that steps from 12.10 % of par (first date) up to 60.50 % of par (final date). Once redeemed, no further payments accrue.

Maturity payoff (if not earlier called):

• If the worst performer on 16 July 2030 ≥ its initial level – return of par plus the final 60.50 % premium.
• If the worst performer is < initial but ≥ its barrier (60 % of initial) – par only.
• If the worst performer is < barrier – investor loses 1 % of principal for every 1 % decline; maximum loss: 100 %.

Key terms: issue price $1,000; estimated value at pricing ≥ $879 (c.12 % discount to issue); underwriting fee up to $41.25 (4.125 %); CUSIP 17333LMP7; not exchange-listed; secondary liquidity solely via Citigroup Global Markets Inc. The notes carry the senior unsecured credit risk of both the issuer and guarantor.

Risk highlights:

• No interest payments and limited upside (capped at scheduled premiums).
• Full exposure to downside of the worst performing underlying; diversification benefit is absent.
• 60 % barrier provides only partial protection; a 40 % drop in any underlying triggers proportional capital loss.
• Liquidity risk: no exchange listing and CGMI may cease market-making at any time.
• High structural costs: underwriting spread plus model-based estimated value 12 % below issue price.
• Tax treatment uncertain; product expected to be treated as a prepaid forward contract.

These notes are suited only for investors who can accept credit risk, market volatility, barrier downside and early-call reinvestment risk in exchange for predefined premiums.