Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, senior, medium-term notes titled Autocallable Securities Linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, due July 6 2035. These structured notes do not pay coupons and are designed to terminate early if the underlying index’s closing value on any quarterly valuation date equals or exceeds its initial value.

Key mechanics

• Stated principal: $1,000 per security; issue price $1,000; estimated value ≥ $867 (reflects dealer pricing models and funding rate).
• Automatic early redemption: Beginning 1 Jul 2026, if triggered, holders receive $1,000 plus the specified premium (starting at 19.6% and rising to 102.9% by Sep 30 2030, ultimately 161.7% by Dec 30 2033).
• Maturity payment: If not called and final index value ≥ 60% of initial value, investors receive $1,000 plus the final premium. If below 60%, repayment equals $1,000 × (1 + underlying return), exposing investors to full downside beyond the 40% buffer.
• Underlying risk factors: Index embeds 35% volatility target, 6% annual decrement, and futures financing costs, making underperformance versus the S&P 500® likely.
• Credit exposure: All payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the notes will not be listed and may have limited liquidity.

The filing amends Pricing Supplement No. 2025-USNCH27220 solely to revise the minimum estimated value. Registration statement numbers are 333-270327 and 333-270327-01; securities are offered under Rule 424(b)(3).

Citigroup Global Markets Holdings has announced Callable Contingent Coupon Equity Linked Securities due June 29, 2027, linked to the performance of the Nasdaq-100, Russell 2000, and S&P 500 indices. The securities, fully guaranteed by Citigroup, are being offered at $1,000 per unit with a total offering of $540,000.

Key features include:

• Potential contingent coupon payments at 9.50% per annum, subject to worst-performing underlying index exceeding barrier value
• 70% coupon barrier and 60% final barrier of initial underlying values
• Issuer callable feature starting December 24, 2025
• Risk of principal loss if worst-performing index falls below final barrier

The estimated value of each security is $991.70, below the issue price. CGMI receives a $6.50 underwriting fee per security. The offering highlights significant risks including potential loss of principal, no guaranteed coupon payments, and exposure to the worst-performing index.

Citigroup has filed a pricing supplement for $7 million of Callable Fixed Rate Notes due June 27, 2031. The notes will pay a fixed interest rate of 5.00% per annum, with semi-annual payments on June and December 27th.

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
• Total offering size of $7,000,000 with underwriting fee up to $11 per note

Notable risks include Citigroup's credit risk, potential early redemption limiting interest accrual, interest rate sensitivity affecting redemption likelihood, and limited secondary market liquidity as notes won't be listed on any exchange. CGMI will make secondary market but may suspend/terminate market-making at any time.

Citigroup has announced a new offering of Callable Fixed Rate Notes due June 27, 2029, with a total issue size of $22,308,000. The notes will pay a fixed interest rate of 5.00% per annum, with semi-annual interest payments on June 27 and December 27.

Key features of the offering include:

• Principal amount of $1,000 per note with issue price of $1,000
• Callable by Citigroup starting March 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 early redemption risk (particularly in rising rate environments), credit risk, and limited secondary market liquidity as the notes will not be listed on any exchange. CGMI will serve as underwriter with a maximum fee of $4.00 per note, totaling potential underwriting fees of $53,091.

Citigroup Global Markets Holdings has filed a prospectus supplement for Callable Contingent Coupon Equity Linked Securities due January 7, 2027, linked to the performance of three underlying assets: Energy Select Sector SPDR Fund, Nasdaq-100 Technology Sector Index, and SPDR S&P Regional Banking ETF.

Key features of the securities include:

• $1,000 stated principal amount per security
• Potential contingent coupon payments at approximately 12.70% per annum, subject to the worst-performing underlying meeting threshold requirements
• Citigroup retains right to call securities for mandatory redemption on specified dates
• 65% downside protection barrier at maturity
• Full principal at risk if worst-performing underlying falls below barrier

The securities offer higher potential yields compared to conventional debt but carry significant risks including possible loss of principal, no guaranteed coupon payments, and exposure to the worst-performing underlying asset. The estimated value at issuance will be approximately $927.00 per security, less than the issue price of $1,000.

Citigroup Global Markets Holdings has filed a 424B2 for Buffered Digital Securities linked to the S&P 500 Index, due August 2026. Key features include:

• Stated principal amount of $1,000 per security
• Fixed return of at least 6.97% if the final index level is at or above the buffer level
• 15% downside buffer protection against initial losses
• Leveraged downside exposure if index falls below buffer level (85% of initial level)
• No interest payments or dividend participation

The securities are fully guaranteed by Citigroup Inc but carry credit risk. Estimated value at pricing will be at least $935 per security, below the issue price. CGMI will receive a $10 underwriting fee per security. The offering highlights a structured product designed to provide limited downside protection while capping upside potential at the fixed return rate.

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to NVIDIA Corporation, due June 29, 2027. The securities offer potential periodic contingent coupon payments at an annualized rate of 11.50%, with a stated principal amount of $1,000 per security.

Key features include:

• Contingent coupon payments of 2.875% per quarter if NVIDIA's closing value is at or above the barrier value of $73.95 (50% of initial value)
• Automatic early redemption if NVIDIA's closing value equals or exceeds the initial value of $147.90 on any potential autocall date
• At maturity, if not called early: full principal return if NVIDIA is above barrier value; below barrier, investors receive NVIDIA shares or cash equivalent worth significantly less than principal

Total offering size is $2.41 million with an estimated security value of $982.40, below the issue price. The securities carry significant risks including potential loss of principal, no guaranteed coupons, and credit risk of Citigroup. They are not listed on any exchange, limiting liquidity.

Citigroup Global Markets Holdings has issued Callable Contingent Coupon Equity Linked Securities tied to Monolithic Power Systems, due June 29, 2027. The securities offer potential periodic contingent coupon payments at 14.15% per annum, with a stated principal amount of $1,000 per security.

Key features include:

• Contingent coupon payments of 3.5375% per period if underlying closes at/above barrier value of $358.29 (50% of initial value)
• Issuer callable on specified dates from December 2025 through March 2027
• At maturity, if not called: full principal return if final value ≥ barrier; otherwise, investors receive shares/cash worth significantly less
• Initial underlying value: $716.58
• Total offering size: $3,151,000

Notable risks include potential loss of principal, no guaranteed coupons, credit risk of Citigroup, and limited liquidity. The estimated value of $974.00 per security is less than the issue price, reflecting underwriting fees and hedging costs.

Citigroup Global Markets Holdings has filed a preliminary pricing supplement for Callable Equity Linked Securities tied to the performance of the Nasdaq-100 Index and Russell 2000 Index, due July 20, 2029. Key features include:

• Principal amount of $1,000 per security with monthly coupon payments at approximately 6.20% per annum
• Securities are callable monthly starting July 2026
• Payment at maturity depends on worst-performing underlying index
• 15% downside buffer protection; losses occur if worst-performing index declines more than 15%
• Estimated value at pricing date expected to be at least $926.50 per security

Notable risks include potential loss of principal if worst-performing index declines significantly, credit risk of Citigroup, limited liquidity, and no participation in index appreciation or dividends. The securities offer higher yield compared to conventional debt but expose investors to market risk of both indices.