Citigroup Inc SEC Filings

Bridgeline Digital, Inc. (BLIN) – Form 4 insider transaction

Director Brandon Ross filed a Form 4 reporting two transactions dated 06/26/2025:

• Acquisition (Code A): 20,133 shares of common stock were awarded at $0.00 per share, increasing his stake.
• Disposition (Code F): 6,785 shares were withheld/disposed of at $1.51 per share to satisfy exercise-price or tax obligations.

The net result is a 13,348-share increase, bringing Ross’s direct ownership to 63,348 shares. No derivative securities were reported.

UFP Industries, Inc. (UFPI) – Form 4 filing dated 06/30/2025

Executive Chairman and Director Matthew J. Missad reported the acquisition of 14 phantom stock units under the company’s Deferred Compensation Plan. Each unit is convertible into one share of UFPI common stock. Following the transaction, Missad now holds 93,408 phantom stock units. The units were credited at an underlying share price reference of $99.36, and will be settled in common shares upon death, disability, or retirement, in accordance with plan terms. No open-market purchases or sales of common stock were disclosed, and there were no changes in direct share ownership.

This filing represents a routine, compensation-related accrual rather than a discretionary market transaction. The incremental 14-unit addition (~0.015% of Missad’s total derivative holdings) is immaterial to UFPI’s share count and insider ownership structure, but it does continue to align executive incentives with long-term shareholder value.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 1-Year Barrier Securities linked to the S&P 500 Index (SPX). Each $1,000 security participates 100% in any positive index performance, but returns are capped at a minimum of 11.75%*. If, on the 8/03/26 valuation date, SPX closes between 80% and 100% of its initial level, holders receive full principal ($1,000). Should SPX fall below the 80% final barrier, repayment is reduced 1-for-1 with index decline, exposing investors to substantial loss—potentially their entire investment. The notes pay no coupons, provide no dividend participation, and will not be exchange-listed. All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and its parent, Citigroup Inc. Key dates include a 7/31/25 pricing date and 8/06/26 maturity. The preliminary pricing supplement (File Nos. 333-270327 & 333-270327-01) contains complete terms and risk factors, including an initial estimated value below the issue price.

Citigroup Inc. (ticker C) is marketing a new tranche of Medium-Term Senior Notes, Series G – Callable Fixed-Rate Notes due 21 July 2032. The securities are unsecured senior debt subject to Citigroup’s credit risk and are intended to qualify as Total Loss Absorbing Capacity (TLAC) eligible instruments, meaning they could be written down or converted in a Citigroup bankruptcy resolution.

Key commercial terms

• Denomination: $1,000 per note
• Coupon: fixed, ≥ 5.00 % per annum (final rate set on the 16 July 2025 pricing date) paid semi-annually on 21 January and 21 July, 30/360 convention
• Tenor: 7 years, maturing 21 July 2032
• Issuer call: Citigroup may redeem the notes in whole (not in part) on any 21 January, 21 April, 21 July or 21 October beginning 21 October 2026 upon ≥ 5 business-day notice, at 100 % of principal plus accrued interest
• Listing: None; investors must rely on an over-the-counter market that CGMI may, but is not obliged to, make
• Issue price: $1,000 par; eligible institutional / fee-based accounts may pay as low as $986
• Underwriting fee: up to $14 per note, paid to affiliate Citigroup Global Markets Inc. (CGMI)
• CUSIP / ISIN: 17290AG61 / US17290AG617

Principal risk considerations

• Call risk: Citigroup is more likely to redeem when prevailing rates fall below the 5 % coupon, capping investor upside and reinvestment potential.
• Credit & TLAC bail-in risk: In a resolution, losses are imposed first on shareholders and then on senior creditors; the notes may be bailed-in before other liabilities.
• Liquidity risk: No exchange listing and CGMI may discontinue making a market at any time.
• Price performance: Immediate secondary prices will include a temporary upward adjustment that amortises to zero over four months; early sellers may realise losses.
• Tax uncertainty: A future assumption of the notes by a Citigroup subsidiary could constitute a taxable modification, though Citigroup believes it should not.

Proceeds will be used for general corporate purposes and to hedge the issuer’s obligations. The offering is routine funding activity rather than a transformational event, but the 5 %+ coupon may appeal to yield-focused fixed-income investors willing to accept liquidity and call risks.

Canadian Imperial Bank of Commerce (CM) is offering US$26.85 million of Accelerated Return Notes (ARNs) linked to the iShares U.S. Aerospace & Defense ETF (ITA). The notes are senior, unsecured obligations that expose holders to CIBC’s credit risk and the market performance of ITA over an approximately 14-month term (pricing date: June 26 2025; maturity: August 28 2026).

Key economic terms

• Principal: US$10 per unit; 2,684,947 units issued.
• Participation Rate: 300% of any positive price return.
• Capped Value: US$11.29 per unit, limiting maximum gain to 12.90%.
• Downside: 1-to-1 exposure; investors can lose up to 100% of principal if ITA declines.
• Initial estimated value: US$9.655 (≈3.45% below issue price) due to underwriting discount (US$0.175) and hedging cost (US$0.05).
• No periodic coupons, no early redemption, and no exchange listing; liquidity will be limited to dealer bid-offer.

Risk highlights

• Full downside exposure and capped upside create an unfavorable risk-reward profile compared with direct ETF ownership.
• Credit risk of CIBC: any payment depends on the bank’s ability to meet its obligations.
• Valuation friction: internal funding rate and hedging costs depress fair value; secondary prices likely below issue price.
• Sector concentration: ITA’s top three holdings equal 44.03% of fund weight, heightening single-stock impact.

Investor profile: Suitable only for investors who 1) expect a modest rise in ITA, 2) can tolerate full principal loss, 3) do not need income or dividends, and 4) accept limited liquidity.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing SPUMP40 Contingent Income Memory Buffered Auto-Callable Securities due 1 Aug 2030. The $1,000-denominated notes reference the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (ticker SPUMP40).

• Contingent coupon: 11.00 % – 12.00 % p.a., paid monthly only if the index closes ≥ 75 % of the initial level on the observation date. A memory feature allows missed coupons to be caught up.
• Auto-call: From month 13 onward, the notes are automatically redeemed at par if the index closes ≥ 100 % of the initial level on any monthly determination date.
• Downside protection: 15 % buffer. At maturity investors receive par as long as the index is not below 85 % of the initial level. Below that, repayment is reduced point-for-point, exposing investors to up to an 85 % loss.
• Pricing metrics: Pricing date 28 Jul 2025; maturity 1 Aug 2030. Morgan Stanley’s estimated value is $899 per $1,000 note (≈10 % below issue price).
• Liquidity & listing: The securities will not be listed. Secondary trading is expected to be limited and at prices set by affiliates.

The preliminary pricing supplement and risk sections highlight material risks: no participation in index upside, coupon dependence on monthly barriers, early redemption risk, credit risk of Morgan Stanley, a newly created index with limited history, 4 % annual decrement drag, leverage in index construction, and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing a five-year structured note titled Worst-of RTY, SPX & INDU Buffered PLUS due 08/02/2029.

• Underlying indices: Russell 2000 (RTY), S&P 500 (SPX) and Dow Jones Industrial Average (INDU). Return is based solely on the worst-performing index.
• Upside participation: investors receive 150-160% of any positive performance of the worst underlier; the illustrative table shows a +20 % move would pay $1,300 on a $1,000 note.
• Downside protection: a 10 % buffer shields losses up to -10 %. Beyond that, investors lose one-for-one, exposing them to as much as a 90 % loss.
• No periodic coupons; payment occurs only at maturity (08/02/2029) based on the observation date (07/30/2029).
• Estimated value: $932.10 per $1,000 note (±$45), reflecting issuing, structuring and hedging costs.
• Credit considerations: repayment depends on Morgan Stanley’s credit; MSFL is a finance subsidiary with no independent assets.
• Liquidity & valuation: securities will not be listed, secondary trading may be limited, and prices may differ from the issuer’s model-based estimated value.
• Key risks: worst-of exposure, market volatility, credit spread movements, tax uncertainty and potential conflicts of interest by the affiliated calculation agent.

The offering is made under Registration Statement Nos. 333-275587 and 333-275587-01. Full terms, risks and tax considerations are detailed in the preliminary pricing supplement (link provided) and related prospectus materials.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $9.193 million of Contingent Income Auto-Callable Securities linked to the common stock of Amgen Inc. (AMGN). The notes are senior, unsecured obligations that mature on 29-Dec-2028 unless redeemed earlier. Each $1,000 security pays a quarterly contingent coupon of 2.625% (10.50% p.a.) when the closing price of AMGN on the relevant valuation date is at least 70 % of the initial share price ($279.11). Missed coupons may be fully ‘caught-up’ if the share price subsequently meets the threshold.

The notes may be automatically redeemed on any quarterly valuation date starting 26-Sep-2025 if AMGN closes at or above the initial share price. Holders then receive par plus the due coupon (including any unpaid coupons). If not redeemed, the principal repayment depends on AMGN’s final price:

• ≥ 70 % of initial: return of principal plus final coupon (and unpaid coupons).
• < 70 % of initial: principal is reduced 1-for-1 with the share decline, exposing investors to losses of up to 100 %.

Key economic terms include a downside threshold of $195.377, no exchange listing, CUSIP 17333LBW4, and a guaranteed but unsecured payment structure. The issue price is $1,000, while the estimated value is $971.50, reflecting structuring and distribution costs: an underwriting fee of $25, a $20 selling concession, and a $5 structuring fee to Morgan Stanley Wealth Management. Secondary market liquidity is expected to be limited and solely at Citigroup Global Markets Inc.’s discretion.

Risk highlights disclosed span full principal loss below threshold, contingent and non-cumulative coupons, early redemption limiting yield, issuer and guarantor credit risk, model-based valuation, potential conflicts in hedging, and complex U.S. tax treatment. The securities do not offer any participation in AMGN price appreciation or dividends. They are intended for sophisticated investors who can tolerate equity downside, credit exposure to Citigroup, and possible illiquidity.

Form 144 filed for Meta Platforms, Inc. (META) discloses that insider Javier Olivan intends to sell 517 Class A common shares through Charles Schwab on 30 June 2025. At the reference price embedded in the filing, the transaction is valued at $383,083. Meta has approximately 2.17 billion Class A shares outstanding, so the proposed sale represents well under 0.001% of the float.

The form also details Olivan’s historical trading activity. Over the preceding three months (31 Mar–23 Jun 2025) he sold 7,358 shares in fourteen separate transactions, generating about $4.42 million in gross proceeds. The shares were acquired via restricted-stock-unit (RSU) vesting on 15 May 2025, indicating the sales are largely tied to equity compensation rather than open-market purchases.

No other material information—such as company financials, operational updates, or material agreements—is included. The filing is therefore routine insider-sale disclosure required by SEC Rule 144 and does not, by itself, signal any change in Meta’s fundamentals.