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. intends to sell unsecured senior notes entitled “Autocallable Contingent Coupon Equity-Linked Securities Linked to GitLab Inc.” These three-year notes, guaranteed by Citigroup Inc., will be issued on 21 July 2025 (pricing 16 July 2025) and will mature on 20 July 2028 unless called earlier.
The reference asset is GitLab Inc. (GTLB). A quarterly contingent coupon of 3.50 %-3.75 % ($35-$37.50 per $1,000) will be paid only when GitLab’s closing price on the preceding valuation date is at or above the Coupon Barrier (50 % of the initial price). Missed coupons accrue and are paid if the barrier is subsequently met; otherwise they lapse at maturity.
- Autocall feature: Beginning 16 Jan 2026, the notes are automatically redeemed at $1,000 plus any due coupons if GitLab closes at or above its initial price on a scheduled valuation date (ten potential call dates).
- Principal risk: If not called and GitLab’s final price is below the Final Barrier (50 % of initial), repayment equals $1,000 + ($1,000 × underlying return), exposing investors to 1-for-1 downside and possible total loss.
- Issue price: $1,000 ($975 in fee-based accounts); underwriting fee up to $25; estimated value on pricing date expected ≥ $902, reflecting embedded costs and Citigroup’s internal funding rate.
- The notes will not be listed; liquidity will rely on Citigroup Global Markets Inc.’s discretionary secondary market making.
- CUSIP/ISIN: 17333LFE0 / US17333LFE02.
Key risks highlighted
- No guaranteed coupons; yield may be zero if GitLab trades below the 50 % barrier on all valuation dates.
- Capital is at risk; investors lose 1 % of principal for every 1 % GitLab falls below the 50 % threshold at final valuation.
- Early redemption caps upside if GitLab performs well.
- Payments are subject to the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
- Limited liquidity; CGMI may withdraw from market making at any time.
- Estimated value below issue price and uncertain U.S. tax treatment (possible 30 % withholding for non-U.S. holders).
This 424B2 preliminary pricing supplement is subject to completion; final terms, including the precise coupon rate and barrier levels, will be fixed on the pricing date.
Citigroup Inc. (Ticker: C) has filed a preliminary pricing supplement (Form 424B2) for a new offering of Medium-Term Senior Notes, Series G – Callable Fixed-Rate Notes due July 18, 2040. The notes are unsecured, senior debt obligations of Citigroup Inc. and will be subject to Citigroup’s credit risk. Key structural features are as follows:
- Principal Amount: $1,000 per note.
- Coupon: Fixed rate of at least 5.625% per annum (final rate set on the July 16 2025 pricing date). Interest is paid semi-annually each January 18 and July 18, beginning January 18 2026, on a 30/360 day-count basis.
- Maturity: July 18 2040 (15-year tenor).
- Issuer Call Feature: Citigroup may redeem the notes in whole, but not in part, on any quarterly redemption date (January, April, July, October 18) starting January 18 2028, at 100% of principal plus accrued interest, with at least five business days’ notice.
- Listing: The notes will not be listed on any securities exchange; liquidity will rely on Citigroup Global Markets Inc. (CGMI) making a secondary market.
- Use of Proceeds: General corporate purposes and hedging of the issuer’s obligations.
- Underwriter & Fees: CGMI (affiliated with the issuer) acts as principal distributor, earning up to $25 per note in underwriting fees. Institutional and fee-based advisory accounts may purchase at $975–$1,000 per note, reflecting reduced or zero concessions.
- Tax & TLAC: Notes are intended to qualify as TLAC-eligible; holders absorb potential losses in a Citigroup bankruptcy. U.S. federal tax treatment is as fixed-rate debt without OID; treatment of a potential subsidiary assumption remains uncertain.
The filing highlights several risk factors for investors:
- Call Risk: Citigroup is more likely to redeem when prevailing rates fall below the 5.625% coupon, capping upside for holders.
- Interest-Rate & Duration Risk: A 15-year maturity exposes investors to rate volatility; if rates rise, note values may decline.
- Credit Risk: Any deterioration in Citigroup’s credit profile or spreads can depress secondary market pricing.
- Liquidity Risk: Absence of an exchange listing and reliance on CGMI for market-making could hinder resale; early sales may realize less than par.
- Price Transparency: Initial brokerage statements will include a temporary upward adjustment that amortizes to zero over six months.
Bottom line: The notes offer investors a relatively high fixed coupon from a large U.S. bank, but the issuer’s quarterly call option, long duration, TLAC bail-in language and limited liquidity materially elevate reinvestment, market-rate and credit risks. From Citigroup’s perspective, the deal provides flexible, potentially inexpensive long-term funding while preserving the option to refinance starting in year 3.