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., 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.
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) has filed a preliminary Form 424B2 for a new medium-term senior note offering titled Callable Contingent Coupon Equity-Linked Securities due June 29 2028. The $1,000-denominated notes reference the Nasdaq-100, Russell 2000 and S&P 500 indices; investor outcomes are driven solely by the worst performing index.
- Contingent coupons: On each monthly valuation date, investors receive a coupon of at least 0.7333 % (≈ 8.80 % p.a.) only if the worst performer closes at or above 75 % of its initial level. Missed coupons are not recouped.
- Principal risk: At maturity, full principal is returned only if the worst performer is ≥ 70 % of its initial level. Otherwise, repayment is reduced 1-for-1 with the index decline, potentially down to $0.
- Issuer call: Starting December 26 2025, Citi may redeem the notes monthly at $1,000 plus any accrued coupon, capping upside for holders.
- Pricing economics: Issue price $1,000; estimated value ≥ $910; underwriting fee up to $29.50 (2.95 %), leaving proceeds of ≥ $970.50. The notes will not be listed and carry Citi credit risk.
- Key dates: Pricing — June 25 2025; Issue — June 30 2025; 35 monthly valuation dates; final valuation — June 26 2028.
The supplement highlights credit, market, liquidity and valuation risks and directs investors to accompanying product and underlying supplements for full terms and risk factors.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is marketing unsecured Medium-Term Senior Notes linked to Amazon.com, Inc. (AMZN). Each $1,000 security may pay a contingent coupon of at least 2.675% quarterly (≥10.70% p.a.) when AMZN’s closing price on a valuation date is ≥70% of the initial level. If on any of eleven scheduled valuation dates (starting 22 Sep 2025) AMZN closes at or above its initial level, the notes are automatically called for $1,000 plus the coupon, limiting upside.
If not called, the notes mature 23 Jun 2028. Principal is protected only if AMZN’s final price is ≥70% of the initial level. Otherwise, investors incur a 1-for-1 downside, potentially losing the entire principal and receiving no final coupon.
The preliminary estimated value is $910 per $1,000 issue price, reflecting dealer margin and hedge costs. The notes are unlisted, illiquid and subject to the senior unsecured credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors forego AMZN dividends and any price appreciation beyond coupons.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes (Series N) in the form of Autocallable Contingent Coupon Equity Linked Securities linked to the common stock of Apple Inc. (AAPL). The preliminary pricing supplement (Form 424B2, dated June 18 2025) details a $1,000 stated principal amount per security that may mature on June 23 2028, unless automatically called earlier.
- Contingent coupon: At least 2.2875% of principal per quarter (≥9.15% annualized) is paid only if AAPL’s closing price on the relevant valuation date is ≥ the 70% coupon-barrier.
- Automatic early redemption: On any of 11 scheduled valuation dates (beginning Sept 22 2025) the notes are automatically called at par plus the coupon if AAPL’s closing price is ≥ its initial value.
- Principal risk: If not called and AAPL closes below the 70% final-barrier on the final valuation date (June 20 2028), repayment equals $1,000 × (1 + underlying return), exposing investors to full downside beyond the 30% buffer and possible total loss.
- Credit risk: All payments depend on the senior unsecured obligations of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the securities are not FDIC-insured and will not be listed on any exchange.
- Pricing economics: Issue price: $1,000; underwriting fee: up to $20 (2%); net proceeds: ≥$980. Citigroup estimates the fair value on the pricing date at ≥$915, reflecting internal funding rates and hedging costs.
- CUSIP/ISIN: 17333LAA3 / US17333LAA35. Settlement: pricing date June 20 2025; issue date June 25 2025.
Investors seeking enhanced yield must accept contingent income uncertainty, market-linked principal risk, early-call reinvestment risk, and issuer credit exposure. The document is preliminary; final terms (exact coupon rate and barrier levels) will be fixed on the pricing date.
Citigroup Inc. ("C") filed a Form S-8 with the SEC on 18 June 2025 to register 30,000,000 additional shares of common stock for issuance under the Citigroup 2019 Stock Incentive Plan. Shareholders approved the plan amendment on 29 April 2025. This latest registration supplements six prior S-8 filings made between 2019 and 2024, bringing the cumulative total registered under the plan to 189,000,000 shares. The filing does not present financial results; it strictly covers the legal issuance of equity for employee and director compensation. Required exhibits include the amended plan, legal opinion, consents, and a calculation of the filing fee. The statement is signed by CFO Mark A. L. Mason and other key officers and directors.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue Contingent Income Callable Securities due July 1, 2027 linked to the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX) indices. Each security has a $1,000 principal amount and will price on June 27, 2025 with settlement on July 2, 2025.
Coupon mechanics: Investors are eligible for a quarterly contingent coupon of 2.1625 % (8.65 % p.a.) only if, on every trading day in the relevant observation period, all three indices remain at or above 65 % of their initial levels. A single breach by any index cancels the coupon for that quarter.
Issuer call feature: Citigroup may redeem the notes in whole on any of the eight scheduled observation-end dates. Early redemption pays $1,000 plus the due coupon, after which no further payments are made.
Principal repayment:
- If the worst-performing index is ≥65 % of its initial level on the final valuation date, investors receive par ($1,000).
- If it is <65 %, repayment equals $1,000 × (1 + index return), exposing holders to full downside beyond the 35 % buffer. Illustrative table shows recovery falling to $640 at –36 % and zero at –100 %.
Estimated value & liquidity: The preliminary estimated value is $919.50, below the $1,000 issue price, reflecting dealer margins and funding costs. The securities will not be listed; secondary pricing will be at issuer discretion and may include an initial temporary premium.
Key risks highlighted include potential total loss of principal, contingent and cancellable coupons, exposure to the worst-performing index, issuer credit risk, early redemption at issuer option, and lack of market liquidity.