Welcome to our dedicated page for Citigroup SEC filings (Ticker: C), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Citigroup Inc. filings document the regulatory record of a global financial institution with common stock, preferred stock, medium-term senior notes and other registered securities. Form 8-K reports cover quarterly and annual results, financial data supplements, Regulation FD materials, registered-security schedules and exhibits tied to debt and preferred stock instruments.
The company’s SEC record also includes proxy disclosures on board governance, shareholder voting matters and executive compensation. Other filings document amendments to the certificate of incorporation through preferred stock designations, underwriting agreements, supplemental indentures and segment-reporting changes affecting Wealth, U.S. Personal Banking, Services, Markets and Banking.
Citigroup Global Markets Holdings Inc. is offering callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500, maturing February 15, 2029. Each security has a $1,000 stated principal amount and pays a contingent coupon of 2.20% per valuation period (equivalent to 8.80% per annum) only if the worst performing underlying on the preceding valuation date is at or above its coupon barrier (60% of the initial value).
If not called, payment at maturity depends on the worst performing underlying on the final valuation date: you receive $1,000 if that underlying is at or above its final barrier (60% of initial value); if below, maturity payment equals $1,000 × (1 + underlying return), which can result in a substantial loss, possibly to zero. The issuer may call the securities on specified dates; all payments are unsecured and guaranteed by Citigroup Inc., and the estimated value at pricing was $981.20 versus the issue price of $1,000.
Citigroup Global Markets Holdings Inc. is offering contingent income auto-callable medium-term senior notes due February 25, 2028 (expected), linked to the worst performing shares of Amazon.com, Inc., Alphabet Inc. and Microsoft Corporation. Each security has a $1,000 stated principal amount and an issue price of $1,000 per security.
Holders may receive a quarterly contingent coupon of $25.00 (2.50%) if the worst performing underlying share on a valuation date is at or above its downside threshold (50.00% of its initial share price). The securities are subject to automatic early redemption if the worst performing share equals or exceeds its initial share price on a potential redemption date. At maturity, if not redeemed, payment depends on the final performance of the worst performing underlying share and may result in significant principal loss, including loss of the entire principal.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable contingent coupon equity-linked securities due February 20, 2029. Each $1,000 note can pay a 1.90% quarterly contingent coupon (7.60% per annum) if the worst of the Nasdaq-100, Russell 2000, and S&P 500 indexes stays at or above 70% of its initial level on each valuation date.
If the notes are not called and the worst-performing index is at least 60% of its initial level at maturity, investors receive $1,000 back; if it is below 60%, repayment is reduced one-for-one with the index loss, potentially to zero. The notes can be automatically called from August 12, 2026 onward when the worst index is at or above its initial level, paying $1,000 plus the coupon. They will not be listed on an exchange, all payments are subject to Citigroup credit risk, and the expected estimated value on the pricing date is at least $915.50 per $1,000 note, below the issue price.
A holder of Common Stock in issuer C filed a notice of proposed sale under Rule 144. The filer plans to sell 29,524 shares through J.P. Morgan Securities LLC on the NYSE, with an approximate sale date of 02/11/2026 and an aggregate market value of 3,606,357.
The filing notes that the 29,524 shares were acquired from the issuer on 01/20/2026 as compensation. The issuer had 1,789,266,159 shares outstanding at the time referenced. The seller represents that they are not aware of undisclosed material adverse information about the issuer’s current or prospective operations.
Citigroup Global Markets Holdings Inc. priced callable contingent coupon equity-linked securities, guaranteed by Citigroup Inc., with a $1,000 stated principal per security. The pricing date is February 20, 2026, issue date February 25, 2026 and maturity February 25, 2028. The securities reference the worst performing of the Nasdaq-100®, Russell 2000® and S&P 500® indices and pay contingent coupons of at least 0.9333% per valuation period (approximately 11.20% annualized if all paid), subject to the worst performing underlying being at or above a coupon barrier equal to 70.00% of its initial value on each valuation date.
The issuer may call the securities on specified potential redemption dates with at least three business days’ notice; a call results in cash redemption of $1,000 plus any related contingent coupon. If not called and the final underlying value of the worst performing index is below the final barrier (70.00% of initial), payment at maturity is $1,000 × (1 + underlying return), which can result in a loss of principal down to zero. All payments are subject to the credit risk of CGMI and Citigroup Inc.
A shareholder of issuer listed on the NYSE under ticker C has filed a notice of intent to sell 18,000 shares of common stock under Rule 144. The shares have an aggregate market value of $2,132,870.40 and are planned to be sold around February 11, 2026 through Morgan Stanley Smith Barney LLC Executive Financial Services on the NYSE.
The 18,000 shares were acquired on February 13, 2025 as restricted stock vesting under a registered compensation plan, with compensation listed as the nature of payment. Shares outstanding were 1,789,266,159 at the time referenced, which is a baseline figure for the issuer’s capital structure.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing principal-at-risk securities linked to the 2‑year SONIA ICE swap rate (SONIA CMS2), maturing on May 13, 2026. Each security has a stated principal amount of £1,000 and an issue price of 100%.
At maturity you receive a payment in sterling based on the SONIA CMS2 rate on the valuation date versus a strike of 3.465%, with a maximum payment of £1,196.157703 and a minimum of £196.157703. If the rate is below the strike, payouts decrease linearly with a strike width of 0.50%, exposing investors to potentially large losses.
The total offering size is £12,365,000. The securities are unsecured senior debt of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., will not be listed on any exchange, and have an estimated value at pricing of £993.84 per £1,000, reflecting structuring and hedging costs. CGMI acts as underwriter with no stated underwriting fee but may profit from related hedging activities.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $12,000,000 of Autocallable Phoenix Securities linked to Alphabet Inc. Class A shares. Each note has a $1,000 principal amount and matures on February 12, 2027, unless redeemed earlier.
Investors receive a contingent coupon of 1.2917% per month only when Alphabet’s share price on the relevant valuation date is at or above the coupon barrier of $258.288, which is 80% of the $322.86 initial share price. Missed coupons can be paid later if the barrier is subsequently met.
If on any interim valuation date Alphabet closes at or above the initial share price, the notes are automatically called at $1,000 plus the applicable coupon. If held to maturity and the final share price is at or above the 80% barrier, investors receive $1,000 plus any due coupon; if it is below, principal is reduced according to a formula with a 20% buffer, and losses can reach 100%.
The notes will not be listed on an exchange. The issue price is $1,000 per note, with $1.00 underwriting fee, and an estimated value of $999.90 based on Citi’s internal models.
Citigroup Global Markets Holdings Inc. is offering $1,500,000 of autocallable contingent coupon equity linked securities tied to Advanced Micro Devices, Inc. (AMD), fully and unconditionally guaranteed by Citigroup Inc. Each security has a $1,000 principal amount and matures on February 14, 2028, unless called earlier.
The notes pay a 15.25% annualized contingent coupon (3.8125% per quarter) only if AMD’s closing value on the relevant valuation date is at or above the $108.00 coupon barrier, set at 50% of the $216.00 initial value. Missed coupons can be paid later if the barrier is met, but may be lost entirely.
The securities are autocallable on specified dates starting August 10, 2026 if AMD closes at or above the initial value, returning $1,000 plus the due coupon. If not called and AMD ends below the $108.00 final barrier, investors lose 1% of principal for each 1% AMD has fallen, potentially losing their entire investment.
The notes are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not listed on any exchange, and may have limited or no liquidity. The issue price is $1,000 per security, with an estimated value of $969.80, reflecting structuring and hedging costs and an internal funding rate.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Barrier Digital Plus Securities linked to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing on February 14, 2030, with a $1,000 stated principal amount per security.
If the worst performing index finishes at or above its initial value, investors receive $1,000 plus the greater of a fixed $485 digital return (48.5%) or 1‑to‑1 participation in index gains. If it finishes below its initial value but at or above 70% of that level, principal is repaid at par. If it ends below 70% of its initial value, repayment is reduced 1% for each 1% decline, down to possible total loss.
The note pays no interest, forgoes all dividends on the indices, is subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and will not be listed on any exchange. The total offering size is $733,000, and the estimated value on the pricing date is $969.10 per security, below the $1,000 issue price.