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., guaranteed by Citigroup Inc., is offering autocallable securities linked to the S&P 500® Index, each with a $1,000 stated principal amount and a total offering of $7,000,000. The notes run to December 20, 2029 unless called early.
The securities may be automatically redeemed on scheduled valuation dates if the index closing value is at or above the initial level of 6,901.00, paying back $1,000 plus a fixed premium that steps up over time, reaching 34.60% on the final valuation date. If not called and the final index level is at or above the barrier of 5,175.75 (75% of the initial level), investors receive $1,000 plus the final premium.
If the notes are not called and the final index level is below the barrier, repayment is $1,000 plus the index return, exposing investors to one-for-one losses and potentially a total loss of principal. The notes pay no interest, offer no dividends or upside beyond the fixed premiums, are not listed, and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The initial estimated value is $986.80 per note, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to Oracle Corporation stock, each with a $1,000 stated principal amount and scheduled to mature on December 20, 2028, unless called earlier.
The securities pay a contingent coupon of 1.425% per period (a 17.10% annual rate) only if Oracle’s closing value on the prior valuation date is at or above the coupon barrier of $120.198, which is also the final barrier, set at 65% of the initial value of $184.92. On specified potential autocall dates starting June 15, 2026, if Oracle’s value is at or above the initial value, the notes are automatically redeemed at $1,000 plus the coupon.
If not called and Oracle’s final value is at or above the barrier, investors receive $1,000 plus any final coupon; if it is below, repayment is $1,000 + ($1,000 × underlying return), exposing investors to losses up to a total loss of principal. The deal size is $554,000, with an issue price of $1,000 and estimated value of $955 per security, and the notes will not be listed on any exchange, with all payments subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Inc. is offering callable fixed rate notes due December 18, 2028 with a stated principal amount of $1,000 per note. The notes pay a fixed annual interest rate of 3.95%, with interest paid semi-annually on June 18 and December 18, starting June 18, 2026, using a 30/360 day-count convention.
Beginning on December 18, 2026, Citigroup may redeem the notes in whole, but not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are intended to qualify as eligible debt securities under the Federal Reserve’s TLAC rule, meaning that in a Citigroup bankruptcy, noteholders rank behind shareholders but among unsecured creditors and may not recover the full amount owed.
Citigroup may have a wholly owned subsidiary assume the obligations on the notes subject to conditions, with Citigroup guaranteeing payments. The notes will not be listed on any securities exchange. Citigroup Global Markets Inc., an affiliate, acts as underwriter and may receive an underwriting fee of up to $6.00 per note, with net proceeds used for general corporate purposes and related hedging.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the VanEck® Oil Services ETF (OIH), each with a stated principal of $1,000 and maturing on December 26, 2028, unless redeemed earlier. Investors may receive a contingent coupon of $27.50 per security each quarter, equal to 11.00% per annum, but only if on the related valuation date the ETF’s closing value is at or above the coupon barrier of $184.444, which is 65.00% of the initial value of $283.76.
At maturity, if not called, holders receive $1,000 per security if the final ETF value is at or above the final barrier of $141.880, which is 50.00% of the initial value. If the final value is below the final barrier, they receive a fixed number of ETF shares based on an equity ratio equal to $1,000 divided by the initial value, or, at the issuer’s option, the cash value of those shares, which could be significantly less than principal and possibly approach zero. Citigroup may redeem the securities on specified quarterly dates at $1,000 per security plus any due coupon. The securities are unsecured, will not be listed on an exchange, are exposed to risks of the oil services sector, and feature complex and uncertain U.S. tax treatment, including potential 30% withholding for some non-U.S. holders.
Citigroup Inc. is offering unsecured Callable Fixed Rate Notes due December 18, 2035, with a stated principal amount of $1,000 per note and a fixed annual interest rate of 4.75%. Interest is paid semi-annually on June 18 and December 18, starting June 18, 2026, using a 30/360 day count convention.
Beginning June 18, 2027, Citigroup may redeem the notes, in whole but not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest, so investors face reinvestment risk if the notes are called early. The notes are intended to qualify as TLAC-eligible debt, meaning that in a Citigroup bankruptcy losses would be borne by shareholders first and then by unsecured creditors, including holders of these notes.
A wholly owned subsidiary may assume Citigroup’s obligations under the notes, with Citigroup providing a full and unconditional guarantee, which may change the credit profile of the direct issuer. The notes will not be listed on any securities exchange, and Citigroup Global Markets Inc., an affiliate, acts as underwriter, earning up to $15 per note in underwriting fees, with issue prices generally between $985 and $1,000 per note.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the EURO STOXX 50® Index, the Russell 2000® Index and the S&P 500® Index, maturing on January 5, 2027. Each security has a stated principal amount of $1,000.
The notes pay a contingent coupon of at least 2.9375% per quarter (at least 11.75% per annum) only if, on each valuation date, the worst-performing index is at or above 90% of its initial level. The notes can be automatically called on specified 2026 valuation dates if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon.
If not called and the worst-performing index falls more than 10% below its initial level at final valuation, repayment of principal is reduced 1% for every 1% drop beyond the 10% buffer, potentially leading to significant loss. The securities are unsecured, not listed, and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $927.00 per $1,000 security, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indexes. Each $1,000 security can pay a quarterly contingent coupon of at least 2.275% (at least 9.10% per year) only if the worst-performing index on the relevant valuation date is at or above 75% of its initial level. The notes may be automatically called on set dates if the worst index is at or above its initial level, returning $1,000 plus the coupon. If not called and, at maturity in December 2028, the worst index is at or above 75% of its initial level, investors receive $1,000; otherwise, repayment is reduced 1% for each 1% decline in that index, down to zero. The securities are not listed, carry the credit risk of Citigroup entities, include an underwriting fee of up to $20 per $1,000 (proceeds of $980 to the issuer), and have an estimated initial value of at least $900.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities maturing January 5, 2027. Each $1,000 security can pay quarterly contingent coupons of at least 2.625% (at least 10.50% per annum) if the worst of the Nasdaq-100, Russell 2000 and S&P 500 is at or above 90% of its initial value on the relevant valuation date.
If the notes are not called and the worst index is at or above 90% of its initial level at final valuation, investors receive $1,000 plus any final coupon. If it has fallen by more than the 10% buffer, principal is reduced 1% for each 1% decline beyond that, potentially resulting in a large loss. The notes can be automatically redeemed early at $1,000 plus coupon if the worst index is at or above its initial value on specified autocall dates.
The securities are unsecured, not listed, and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The expected estimated value on the pricing date is at least $927.50 per $1,000 security, and CGMI may receive an underwriting fee of up to $12.50 per security. The risk factors highlight the possibility of no coupons, significant loss of principal, limited liquidity and uncertain tax treatment.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-per-security autocallable notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing in December 2035. The notes pay no interest and do not guarantee full principal repayment.
The securities can be automatically redeemed on scheduled valuation dates if the index closing value is at or above the initial level of 506.0575, paying $1,000 plus a fixed premium that starts at 19.20% in 2026 and rises to 192.00% by the final valuation date. If not called and the final index level is at or above the 60% barrier of 303.635, investors receive $1,000 plus the final premium; if it is below the barrier, the payoff is $1,000 plus $1,000 times the index return, exposing holders to losses up to their entire investment.
The underlying index is complex and risky, using up to 500% leveraged exposure to an S&P 500 futures excess return index, a 35% volatility target and a 6% annual decrement, all of which can cause it to significantly underperform the S&P 500. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and had an estimated value of $862.30 per $1,000 at pricing.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 autocalleable contingent coupon equity-linked securities due December 22, 2027, tied to the worst performing of Dell Technologies Inc., Pan American Silver Corp. and Sandisk Corporation.
The notes may pay a contingent coupon of at least 7.50% of principal per quarter (at least 30.00% per annum) on each coupon date if the worst performing stock on the prior valuation date is at or above 50.00% of its initial value. Missed coupons can be made up later if the condition is again satisfied.
Starting June 22, 2026, the notes are automatically called if, on certain valuation dates, the worst performing stock is at or above its initial value, paying $1,000 plus applicable coupons. If not called, and on the final valuation date the worst stock is at or above 50.00% of its initial value, investors receive $1,000; otherwise, repayment is $1,000 plus $1,000 times the worst stock’s return, which can result in a large loss or total loss of principal.
The securities are not listed, carry an underwriting fee of $40.00 per note, and have an estimated value on the pricing date expected to be at least $850.00.