Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Equity-Linked Securities linked to the worst performer of the Nasdaq-100 Index and the S&P 500 Index. The notes, issued under the Medium-Term Senior Notes, Series N programme, are unsecured senior obligations and will not be listed on an exchange.

Key economics: Each $1,000 note pays a fixed monthly coupon of 0.6792% (≈8.15% p.a.). Beginning 18 Dec 2025 and on eleven subsequent monthly observation dates, the notes will be automatically redeemed at $1,000 plus the coupon if the worst-performing index is at or above its initial level. If never called, the final payoff on 23 Dec 2026 equals:

• $1,000 (plus final coupon) if the worst-performing index closes ≥70% of its initial level (barrier protection).
• $1,000 × (1 + index return) if the worst performer is <70%, exposing investors to uncapped downside and potential total loss of principal.

Deal statistics: Issue size $1.571 million; underwriting fee up to $2.50 per note (0.25%); net proceeds $1.567 million. Citigroup’s internal model values the notes at $987.90, $12.10 below the $1,000 issue price, reflecting dealer spread and funding costs.

Risk highlights: Investors forgo dividends and any upside above par, face early-call reinvestment risk, credit risk of both the issuer and guarantor, and limited secondary market liquidity. The 70% barrier provides only partial protection; material index declines will directly erode repayment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Callable Contingent Coupon Equity-Linked Securities (Series N) tied to the worst performer of three major U.S. equity indices: the Nasdaq-100, Russell 2000 and S&P 500. The $1,000-denominated notes mature on 22 Dec 2026 unless the issuer exercises its right to redeem early on any of five scheduled dates from Sep 2025 to Sep 2026. Investors receive a 10.00% p.a. contingent coupon (0.8333% monthly) only if, on the related valuation date, the worst-performing index is at or above 70 % of its initial level (the “coupon barrier”). If the worst performer is below that level, the coupon for that period is forfeited.

At maturity, provided the security has not been called, the principal is returned in full only if the worst performer is at or above its 70 % final barrier. Otherwise, repayment equals $1,000 plus the worst performer’s percentage return—exposing investors to a dollar-for-dollar loss down to zero. No upside participation is offered beyond coupon receipt.

• Issue size: $185,000 (185 securities).
• Issue price: $1,000; estimated value: $980.80 (reflects structuring & hedging costs).
• Underwriting fee: up to $6.50 per security (0.65%).
• CUSIP / ISIN: 17333KBM8 / US17333KBM80.
• Liquidity: No exchange listing; any secondary market is solely at the dealer’s discretion.
• Credit exposure: senior, unsecured obligations of Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc.

Key risks highlighted include potential loss of up to 100 % of principal, uncertainty of coupon payments, issuer call risk, lower estimated value versus issue price, limited liquidity, tax ambiguity and reliance on Citi’s creditworthiness. The multi-underlying “worst-of” structure increases downside probability because poor performance by any single index triggers coupon loss and potential principal impairment.

The product targets yield-seeking investors who can tolerate equity-market risk, issuer credit risk and lack of liquidity in exchange for an above-market conditional coupon.

Citigroup Global Markets Holdings has issued Market Linked Securities tied to NVIDIA Corporation stock, due August 20, 2026. These structured notes offer unique features combining upside potential with downside protection:

• Leveraged Upside: 150% participation in NVIDIA's price gains, capped at 33% maximum return ($1,330 per $1,000 principal)
• Downside Buffer: 15% protection against price declines
• Risk Features: Investors face 1:1 losses beyond the 15% buffer, potentially losing up to 85% of principal
• Key Terms: $3.95M total offering, $1,000 per security, Starting Value: $144.12, Threshold Value: $122.502

The securities offer no periodic interest payments or dividends and are subject to Citigroup's credit risk. The estimated value ($974.20) is less than the offering price ($1,000), with Wells Fargo Securities acting as distribution agent receiving a 2.26% commission.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering Autocallable Contingent Coupon Equity-Linked Securities tied to Micron Technology, Inc. (MU) that mature on 22-Jul-2026, unless automatically redeemed earlier.

• Face amount: $1,000 per note; total issuance $7.974 million.
• Contingent coupon: 1.2375% per month (14.85% p.a.) paid only if MU’s closing price on each valuation date is ≥ the coupon barrier of $68.594 (57% of the $120.34 initial value).
• Autocall feature: Notes are redeemed at $1,000 plus coupon if MU closes ≥ the initial value on any potential autocall date beginning 17-Dec-2025 and monthly thereafter through 17-Jun-2026.
• Principal protection: None. If not called and MU closes < the final barrier ($68.594) on 17-Jul-2026, repayment is $1,000 + ($1,000 × underlying return), exposing investors to full downside, potentially zero.
• Secondary market: Not listed; liquidity limited to dealer bid.
• Pricing: Estimated value $969.60 (3.0% discount to issue price); underwriting fee up to $21.50 per note.
• Credit risk: Payments rely on Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The structure targets yield-seeking investors willing to accept equity risk in MU, potential early redemption that caps income, and limited liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity-Linked Securities linked to NVIDIA Corporation (NVDA). Each security has a $1,000 principal amount, prices on 17 Jun 2025, settles on 23 Jun 2025 and matures on 23 Jun 2028 unless automatically redeemed earlier.

Coupon mechanics: Investors will receive a contingent coupon of 3.3625% per quarter (13.45% p.a.) only when NVDA’s closing price on the relevant valuation date is at or above the coupon barrier (60% of the initial price, $86.472). Missed coupons can be recaptured if the barrier is met on a later date before maturity. No coupon is paid if the barrier is never met again.

Autocall feature: On ten scheduled valuation dates from 17 Dec 2025 through 17 Mar 2028, the notes will be automatically called at $1,000 plus the current coupon if NVDA’s closing price is at or above the initial price ($144.12). Early redemption limits the maximum holding period and caps the total yield.

Maturity payment: If not previously called, investors will receive:

• $1,000 (return of principal) if NVDA ≥ final barrier (60% of initial value) on the final valuation date
• $1,000 × (1 + underlying return) if NVDA < final barrier, exposing investors to a one-for-one loss down to zero

Pricing & distribution: Issue price is $1,000 (or $976.50 in fee-based accounts) versus an estimated value of $968.30. Underwriting fee is up to $23.50 per note (2.35%). The total offering size is $0.5 million. The notes are unsecured, unsubordinated debt, rank pari passu with Citi’s other senior obligations, and will not be listed on any exchange.

Key risks: (i) coupon payments are not guaranteed; (ii) investors face full downside risk below the 60% barrier; (iii) early autocall may truncate income; (iv) no secondary market assurance; and (v) credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.