Citigroup Inc SEC Filings

The Toronto-Dominion Bank (TD) is offering US$31.95 million of Market-Linked Step Up Notes (424B2) due June 25, 2027. The two-year, senior unsecured notes are linked to a basket of six international equity indices – EURO STOXX 50 (40%), FTSE 100 (20%), Nikkei 225 (20%), Swiss Market Index (7.5%), S&P/ASX 200 (7.5%) and FTSE China 50 (5%). Each US$10 unit provides:

• Step Up feature: if the basket’s ending value is between 0% and +16% versus the starting value, investors receive a fixed Step Up Payment of US$1.60 (16% return).
• Leveraged upside: above the 16% “Step Up Value,” returns equal 142% of the basket appreciation.
• Full downside exposure: losses match any decline, up to complete loss of principal below the starting value.

Key terms include a participation rate of 142%, starting/threshold value of 100, and step-up value of 116. The initial estimated value is US$9.702 per unit, 2.98% below the US$10 offering price, reflecting TD’s internal funding rate, a US$0.20 underwriting discount and a US$0.05 hedging-related charge. All payments are subject to TD’s credit risk; the notes are not FDIC or CDIC insured and will not pay periodic interest or dividends. BofA Securities and TD act as joint calculation agents; no exchange listing or obligation to maintain a secondary market is provided.

Risk disclosures highlight potential loss of principal, limited liquidity, model-based valuation uncertainties, and conflicts arising from hedging and calculation agent roles. Tax treatment for U.S. and Canadian investors is uncertain and investors are urged to consult advisers. The filing also details extensive methodologies and licensing agreements for each index in the basket.

Argo Blockchain plc (NASDAQ: ARBK) has filed a Form 6-K to report the adjournment of its Annual General Meeting (AGM). The meeting, originally convened on 30 June 2025, could not proceed because a quorum was not present within the time specified in the Company’s articles of association. The AGM has been rescheduled for 08:30 BST on 1 July 2025 at the same venue (Fladgate LLP, 16 Great Queen Street, London).

Because of the adjournment, the AGM will not be streamed via the Investor Meet Company platform. Argo states that the voting results and any shareholder resolutions will be released to the market via RNS once the reconvened AGM concludes.

No financial results, operational updates, or transactional announcements accompany this notice. The disclosure is narrowly focused on the procedural delay and provides updated logistics and contact information for investor relations and the Company’s brokers.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Phoenix Medium-Term Senior Notes (Series N) linked to the common stock of Eli Lilly & Co. (LLY), maturing in July 2026.

Key economics: Each $1,000 note may pay a 3.9125% quarterly contingent coupon (≈ 15.65% annualized) whenever LLY’s closing price on an interim or final valuation date is at least 80% of the initial share price (the “coupon barrier”). Missed coupons can be caught up if a later valuation date meets the barrier. If on any interim valuation date LLY closes at or above the initial price, the note is automatically redeemed for $1,000 plus the current coupon. Absent early redemption, maturity payment equals: (i) $1,000 + coupon if the final price is ≥ 80% of initial; or (ii) $1,000 + $1,000 × 1.25 × (share return + 20%) if the final price is below 80%. Investors therefore absorb losses beyond a 20% buffer with 1.25× leverage and could lose their entire principal.

Structural details: Pricing and issue dates are expected 3 & 9 July 2025, respectively; interim valuation dates fall in Oct-25, Jan-26 and Apr-26; CUSIP 17333LGE9. Notes are unsecured, unsubordinated and unlisted; liquidity will rely solely on dealer willingness. Estimated value on pricing date is projected at ≥ $936.50, below the $1,000 issue price, reflecting dealer margins and hedge costs. CGMI earns a $10 underwriting fee per note (waived for fiduciary accounts); J.P. Morgan entities act as placement agents.

Principal risks: investors face (1) credit risk of Citigroup entities; (2) possible loss of some or all principal if LLY falls > 20% at final valuation; (3) non-payment of coupons if barriers are breached; (4) early redemption risk limiting upside and reinvestment options; (5) limited or no secondary market; (6) tax uncertainty, including potential 30% withholding for non-U.S. holders. The product affords no participation in LLY dividends or upside beyond coupon receipts.

Overview: Morgan Stanley Finance LLC ("MSFL") is marketing $1,000-denominated Buffered Jump Securities with an Auto-Callable feature that mature on August 5, 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index and do not pay periodic interest.

Auto-call mechanics: Beginning with the first determination date on August 3, 2026, the notes will be automatically redeemed if the Underlier closes at or above 90 % of its initial level. Early-redemption payments escalate from roughly $1,152.50 (≈ 15.25 % return) on the first call date to about $1,798.96 (≈ 79.9 % return) on the last call date prior to maturity. Once called, no further payments are made.

Principal repayment scenarios at maturity:

• If the notes have not been called and the Underlier is ≥ 90 % of its initial level, investors receive $1,762.50–$1,812.50 (≈ 76 %–81 % upside).
• If the Underlier is < 90 % but ≥ 80 % (the 20 % buffer), investors receive only the $1,000 principal.
• If the Underlier is < 80 %, repayment equals $1,000 × (final level / initial level + 0.20), subject to a minimum of 20 % of principal, exposing investors to up to 80 % loss.

Valuation & distribution: The estimated value on the July 31, 2025 pricing date is approximately $934.20—about 6.6 % below the $1,000 issue price—reflecting structuring and hedging costs. The notes will be sold only to fee-based advisory accounts; MS&Co. receives no traditional sales commission but may pay dealers a structuring fee up to $6.25 per note.

Key risks: (i) principal at risk and limited upside participation; (ii) unsecured creditor exposure to Morgan Stanley; (iii) no exchange listing; (iv) secondary market prices expected to be below issue price; (v) reinvestment risk if auto-called early.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (NYSE: C), is issuing three series of senior unsecured Airbag Autocallable Yield Notes maturing 29 June 2026. Each $1,000 note is linked to a single equity: lululemon athletica (LULU), Novo Nordisk ADSs (NVO) or Norwegian Cruise Line Holdings (NCLH).

Coupon & Call: Investors receive fixed monthly coupons of 11.50%, 11.30% and 11.60% per annum, respectively. On any quarterly observation date, the notes are automatically called at par plus the current coupon if the underlying closes at or above its Initial Underlying Price, capping further income.

Maturity Pay-off: If not called, holders receive either (i) full principal in cash if the underlying closes at or above the Conversion Price (75% LULU, 80% NVO, 70% NCLH of initial) or (ii) a fixed share delivery amount valued at the Conversion Price, exposing investors to unlimited downside below that level.

Size & Economics: Aggregate issuance is $13.39 million: $4.56 m LULU, $6.58 m NVO, $2.25 m NCLH. Underwriting discount is $15 (1.5%) per note; net proceeds are $985. Estimated initial values range from $978.20 to $981.10, below the $1,000 issue price, indicating embedded fees and funding costs.

Risk Profile: The notes are unrated, unlisted and subject to Citigroup credit risk, market risk, call risk and liquidity constraints. Investors sacrifice upside in exchange for high coupons and may receive shares worth materially less than principal at maturity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering medium-term senior Callable Barrier Securities linked to the S&P 500 Futures Excess Return Index. The $1,000-denominated notes price on 28 Jul 2025, settle on 31 Jul 2025 and, unless earlier called, mature on 1 Aug 2030.

Early redemption right: Citi may redeem the notes in full on four potential dates (31 Jul 2026, 2 Aug 2027, 2 Aug 2028, 2 Aug 2029) at premiums of 13.5%, 27.0%, 40.5% and 54.0% of face, respectively. Once called, investors receive no further upside.

Payout at maturity (if not called):

• If Final Index > Initial Index: $1,000 + 200% (minimum) of positive index return.
• If Final Index ≤ Initial but ≥ 60% of Initial (barrier): return of face value only.
• If Final Index < 60% of Initial: investor loses 1% of principal for every 1% index decline, down to zero.

The structure offers no periodic coupons, no dividend entitlement, and is not exchange-listed. Investors face credit risk of both the issuer and guarantor. The issue price is $1,000, but Citi estimates the fair value at >= $897, reflecting a maximum underwriting fee of $41.25 and dealer hedging costs.

The underlying futures-based index is expected to underperform the S&P 500 Total Return Index due to implicit financing costs, which may materially affect realised returns.

These notes may suit investors seeking leveraged upside exposure with partial downside protection and willing to accept call risk, liquidity constraints and potential principal loss below the 60% barrier.

Offering Overview: Deutsche Bank AG is marketing 5.35% Fixed Rate Callable Senior Debt Funding Notes due July 16, 2035 under its shelf registration (424B2). The preliminary pricing supplement indicates a 100% issue price, with pricing on or about July 14, 2025 and settlement July 16, 2025.

Key Terms:

• Coupon: 5.35% fixed, paid annually in arrears every July 16, calculated on an unadjusted 30/360 basis; first payment July 16, 2026.
• Optional Redemption: Deutsche Bank may redeem the notes in whole at par plus accrued interest on any Jan 16 or Jul 16 from Jan 16, 2027 through Jan 16, 2035, with at least 5 business-day notice and required regulatory approval.
• Tenor & Denomination: 10-year maturity (Jul 16, 2035); minimum $1,000 principal and integral multiples thereafter.
• Structure: Unsecured, unsubordinated senior preferred obligations intended to qualify as MREL-eligible liabilities.
• CUSIP/ISIN: 25161FDB1 / US25161FDB13; no stock-exchange listing (DTC book-entry only).

Pricing & Distribution: Public price $1,000 per note; Deutsche Bank Securities Inc. (affiliate) earns up to $40 per-note concession. Institutional or fee-based accounts may purchase between $975.10 and $1,000.

Risk Highlights: The notes are subject to EU/German bail-in powers, allowing authorities to write down or convert principal and interest if the bank is deemed non-viable. Holders face issuer credit risk, reinvestment risk from the semi-annual call feature, lack of listing-driven liquidity constraints, and no governmental insurance.

Investor Takeaway: The 5.35% coupon offers a yield pick-up over comparable U.S. Treasuries, but investors must weigh bail-in, call and credit risks when assessing risk-adjusted return.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc. (ticker C), is offering $1,000-denominated Autocallable Securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER. The notes, issued under the Series N MTN program and sold via 424(b)(2) prospectus supplement, carry no periodic interest and are unsecured senior debt.

Key mechanics: Beginning 12 months after issuance, 50 scheduled quarterly valuation dates provide investors an opportunity for automatic early redemption if the closing index level is at or above its initial value. Early redemption pays $1,000 plus a premium that starts at 20.70% and accretes to 103.50% by the final valuation date on 29 Jul 2030.

If not redeemed early, maturity payment depends on index performance: (i) $1,000 + final-date premium if the index is at or above its initial level; (ii) principal only if the index is below the initial level but at or above the 50% barrier; or (iii) principal reduction 1:1 with index loss if the index closes below the barrier, potentially resulting in a total loss of principal.

Structural considerations: The underlying index embeds both an implicit financing cost and a fixed 6% annual decrement, creating a notable performance drag relative to the S&P 500® Price Index. Liquidity is limited—notes will not be listed—and all payments are subject to the credit risk of Citi. Estimated value on the pricing date is expected to be at least $850, noticeably below the $1,000 issue price, reflecting dealer margin, hedging costs and funding spread. CGMI receives an up-to-4.5% underwriting fee.

Investors must weigh the attractive, predefined premiums and 50% downside buffer against the decrement-dragged underlying, potential large principal loss below the barrier, absence of dividend participation, limited secondary market, and Citi credit exposure.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing Geared Buffer Securities linked to the S&P 500® Index, due June 4, 2027. The $1,000-denominated notes are unsecured, pay no coupons and will not be listed on any exchange. They provide:

• Upside exposure: 150% participation in S&P 500 gains, capped at a maximum return set on the June 30, 2025 pricing date (minimum 19.55% or $195.50 per note).
• Downside protection: A 20% buffer. If the index closes ≥80% of the initial level (6,173.07), principal is fully returned.
• Downside risk: Below the 80% threshold, losses accelerate at a 1.25× rate; a 30% index drop would cut repayment to $875, and a 70% drop would wipe out most of the investment.
• Key dates: Strike 6/27/25; pricing 6/30/25; issue 7/3/25; valuation 6/1/27; maturity 6/4/27.
• Estimated value: At least $940, below the $1,000 issue price, reflecting dealer margin and hedging costs.
• Credit considerations: All payments depend on the senior unsecured obligations of Citigroup Global Markets Holdings Inc. and the guarantee of Citigroup Inc.; the notes are not FDIC-insured.

Investors forgo dividends on the S&P 500 constituents and face liquidity constraints, as the securities are intended to be held to maturity. The product suits investors who expect moderate S&P 500 appreciation over the two-year term, want limited first-loss protection, and accept a capped upside, magnified downside beyond the 20% buffer, and issuer credit risk.