Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has announced new Barrier Securities linked to the S&P 500® Index due August 14, 2026. These structured notes offer modified exposure to S&P 500 performance with the following key features:

• Principal Amount: $1,000 per security
• Upside Participation Rate: 200% with maximum return capped at 11.25%
• Downside Protection: Principal protected unless S&P 500 falls below 85% of initial value
• Key Dates: Prices June 30, 2025; Issues July 3, 2025; Matures August 14, 2026

Notable risks include potential loss of principal if the index falls below the barrier level, no interest payments, and no dividend benefits. The securities' estimated value at pricing will be at least $947.50 per security, below the issue price. Citigroup Global Markets Inc. will receive an underwriting fee of up to $20.00 per security. These notes are not bank deposits and lack FDIC insurance protection.

Citigroup Global Markets Holdings announces Autocallable Buffered Equity-Linked Notes tied to NVIDIA stock performance. The notes, fully guaranteed by Citigroup, feature potential automatic call after 6-7 months if NVIDIA stock equals/exceeds initial value, paying 11.90-14.00% premium. If not called, at 12-month maturity, notes pay 23.80-28.00% premium if stock is above 90% of initial value. Below 90%, investors lose approximately 1.1111% for every 1% decline beyond 10% buffer. Maximum return capped at $1,238-$1,280 per $1,000 principal. Notes carry credit risk of Citigroup, offer no interest payments, and estimated value at trade date between $963.50-$983.50 per note, below $1,000 issue price.

Citigroup Global Markets Holdings has issued $6 million in Autocallable Phoenix Securities linked to the SPDR S&P 500 ETF Trust (SPY), due June 24, 2026. These structured notes offer potential contingent coupon payments at a 1.025% rate per payment period.

Key features include:

• Contingent coupon payments if SPY closes at or above 90% of initial price ($537.777)
• Automatic early redemption if SPY closes at or above initial price ($597.53) on any interim valuation date
• 10% downside buffer at maturity
• If SPY falls below buffer at maturity, investors lose more than 1% for each 1% decline beyond buffer

The securities are priced at $1,000 per unit with an estimated value of $996.70. Risk factors include potential loss of principal, no direct participation in SPY upside, credit risk of Citigroup, and limited liquidity. The securities are not bank deposits and not FDIC insured.

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to Apple Inc., due July 23, 2026. Key features include:

• Principal amount of $1,000 per security with total offering of $2,761,000
• Potential contingent coupon payments at 10.60% per annum if Apple's stock price stays above barrier value of $149.401 (76% of initial value)
• Automatic early redemption if Apple's stock closes at or above initial value of $196.58 on any autocall date
• Risk of principal loss if final stock price falls below barrier value, with investors receiving shares or cash value worth significantly less than principal

The securities' estimated value of $971.50 is below the issue price, with CGMI receiving an underwriting fee of up to $21.50 per security. These complex securities involve significant risks including potential loss of principal and are not FDIC insured.

Citigroup Global Markets Holdings has issued EUR-denominated Principal-at-Risk Securities linked to the EUR CMS5 Rate, due September 22, 2025. The securities, with a principal amount of €1,000 per unit and total offering of €11 million, offer no regular interest payments. The payment at maturity depends on the 5-year EUR ICE swap rate, with a strike rate of 2.246%. Investors face significant risk as small deviations from the strike rate can result in substantial losses. The maximum payment at maturity is €1,460.36 (46% return), while the minimum is €460.36 (54% loss). If the EUR CMS5 rate deviates by 0.50% or more from the strike rate, investors receive only the minimum payment. The estimated value of €993.31 per security is below the issue price, indicating immediate loss of value. The securities are guaranteed by Citigroup Inc but are not bank deposits or FDIC insured.

Citigroup Global Markets Holdings announces Trigger Autocallable Notes linked to S&P 500 Index, due June 25, 2027. The notes feature automatic call provision if S&P 500 closes at or above initial level on quarterly valuation dates after 6 months, with minimum 10% per annum call return rate. Principal protection applies if final index level is above 80% threshold; otherwise, investors face proportional losses up to 100%. Notes priced at $10 with $0.15 underwriting discount, estimated value minimum $9.695. Key risks include potential loss of principal, no interest payments, credit risk of issuer/guarantor Citigroup, and limited liquidity as notes won't be exchange-listed. UBS Financial Services acts as selling agent. Investment requires minimum 100 notes purchase.

Citigroup Global Markets Holdings is offering Market-Linked Securities tied to the SPDR Gold Trust (GLD), due July 2026. Key features include:

• Principal amount: $1,000 per security
• Upside participation rate: 100% of GLD's appreciation
• Maximum return: 12.95% ($129.50 per security)
• Downside protection: Limited losses to maximum of 5% of principal
• Initial share price: $310.13

The securities do not pay interest and don't guarantee full principal repayment. Returns depend on GLD's performance from initial to final valuation date. Investors must forgo dividends and accept limited liquidity. All payments are subject to Citigroup's credit risk. The estimated value at pricing ($932.50) is less than the issue price, with CGMI receiving a $10.00 underwriting fee per security.

Citigroup Global Markets Holdings announced Callable Contingent Coupon Equity Linked Securities due May 21, 2027, tied to the performance of Financial Select Sector SPDR Fund, Nasdaq-100 Index, and Russell 2000 Index. The offering totals $2.617 million.

Key features include:

• Potential contingent coupon payments at 9.90% per annum if the worst-performing underlying is above its coupon barrier
• 70% coupon barrier and 60% final barrier levels of initial values
• Issuer callable feature starting December 2025
• Risk of principal loss if worst-performing underlying falls below 60% barrier at maturity
• Initial estimated value of $980.60 per $1,000 security

The securities are unsecured obligations guaranteed by Citigroup Inc. Investors face risks including potential loss of principal, no guaranteed coupons, and exposure to the worst-performing underlying. CGMI will pay dealers structuring fees up to $3.75 per security and marketing fees up to $3.50 per security.

Citigroup Global Markets Holdings has announced Autocallable Securities linked to the performance of three underlying assets: Energy Select Sector SPDR Fund, Nasdaq-100 Index, and VanEck Semiconductor ETF, due June 23, 2028.

Key features of the securities include:

• $1,000 stated principal amount per security
• No regular interest payments
• Potential for automatic early redemption if the worst-performing underlying meets or exceeds its initial value on specified valuation dates
• Premium payments ranging from 17.80% to 53.40% based on redemption date
• 60% downside protection barrier at maturity

Notable risks include: 1:1 downside exposure if worst-performing underlying falls below 60% barrier, no dividend participation, and credit risk of Citigroup. The estimated value of $926.60 per security is less than the issue price of $1,000. Total offering amount is $500,000 with $15,000 in underwriting fees.