Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500, maturing on November 12, 2027. Each security has a $1,000 stated principal amount and may pay a contingent coupon of 11.10%–11.25% per annum, if on each valuation date the worst-performing index is at or above its coupon barrier.

Coupon barriers are set at 80% of the initial value and final barriers at 70%. The notes are subject to automatic early redemption on specified dates if the worst performer is at or above its initial value, returning $1,000 plus the applicable coupon. If held to maturity and the worst performer is below its final barrier, repayment is reduced one-for-one with index decline and can be zero. The issue price is $1,000, the underwriting fee is up to $4 per security (proceeds to issuer $996 at maximum fee), and the estimated value on the pricing date is expected to be at least $940.50. The securities will not be listed.

Citigroup Global Markets Holdings Inc. filed a preliminary 424(b)(2) pricing supplement for Autocallable Securities linked to the worst of the Nasdaq-100, Russell 2000, and S&P 500, due November 21, 2030, fully and unconditionally guaranteed by Citigroup Inc.

The notes are $1,000 denomination, pay no interest, and may be automatically redeemed if, on a valuation date before maturity, the worst performing underlying is at or above its initial value. Minimum premiums are scheduled at 10.10% (Nov 18, 2026), 20.20% (Nov 18, 2027), 30.30% (Nov 20, 2028), 40.40% (Nov 19, 2029), and 50.50% (Nov 18, 2030). Each underlying has a final barrier set at 70.00% of its initial value.

If not redeemed early, maturity payment is: principal plus the final premium if the worst underlying is at or above its initial value; par if it’s below initial but at or above the barrier; or 1-to-1 downside with the worst underlying below its barrier. The notes will not be listed. Per security economics: underwriting fee $41.25, proceeds to issuer $958.75, and an estimated value of at least $895.50 on the pricing date. Underwriter is CGMI acting as principal.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering unsecured, callable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq‑100, Russell 2000, and S&P 500. Each security has a $1,000 stated principal and may pay a contingent coupon of at least 8.70% per annum (0.725% per period) if the worst performing index on the relevant valuation date is at or above its coupon barrier.

The coupon and principal protection are conditional. Both the coupon barrier and final barrier for each index are set at 70% of its initial value. If not called and the worst performing index finishes below its final barrier at maturity on November 16, 2028, repayment is reduced 1% for each 1% decline, down to zero. The issuer can redeem the notes in whole on specified dates, paying $1,000 plus any due coupon. The securities will not be listed. The underwriting fee is up to $29.50 per security (issuer proceeds $970.50 per security), and the estimated value on the pricing date is expected to be at least $911.50 per security.

Citigroup Global Markets Holdings Inc. is offering 14,049 Contingent Income Auto‑Callable Securities linked to Occidental Petroleum common stock, with an aggregate stated principal amount of $14,049,000. The notes pay a 2.70% quarterly coupon (10.80% per annum) only if OXY’s closing price on each valuation date is at or above the $26.78 downside threshold, which is 65.00% of the $41.20 initial share price.

The notes auto‑redeem on specified dates if OXY is at or above the initial share price, returning $1,000 per note plus the coupon. If held to maturity on November 3, 2028 and not redeemed early, payment is (i) $1,000 plus the coupon if the final share price is at or above the threshold, or (ii) $1,000 + ($1,000 × share return) if below the threshold, which can result in substantial loss up to total loss of principal. The securities are not listed. The issue price is $1,000 per note and the estimated value is $967.70. Underwriting reflects a total fee of $316,102.50, with total proceeds to the issuer of $13,732,897.50.

Citigroup Global Markets Holdings Inc. filed a 424B2 for autocallable market‑linked notes tied to the S&P 500 Futures 35% Intraday Edge Volatility TCA 6% Decrement Index (ticker SPXI3EV6), fully and unconditionally guaranteed by Citigroup Inc. Each note has a $1,000 stated principal, is expected to price on November 21, 2025, and, unless called earlier, will mature on November 26, 2030. The notes will not be listed.

The notes may be automatically redeemed on scheduled annual valuation dates if the index closes at or above a threshold, paying $1,000 plus a premium: 8.5% (2026) at 125% of initial value, 17.0% (2027) at 120%, 25.5% (2028) at 115%, 34.0% (2029) at 110%, and 42.5% (2030) at 105%. If not called, maturity pays $1,000 or $1,000 plus the 42.5% premium if the final value meets the 105% threshold.

CGMI acts as underwriter and may receive up to $45.00 per note. The issuer currently expects an estimated value of at least $850.00 per note on the pricing date. Key risks include complex index methodology (volatility targeting, leverage up to 500%, and a 6% decrement) and no dividends. Tax disclosure indicates treatment as contingent payment debt instruments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a preliminary 424(b)(2) pricing supplement for Callable Equity Linked Securities tied to the worst performer of the Nasdaq-100, Russell 2000, and S&P 500. Each $1,000 security pays monthly coupons of at least 1.008333% (approximately at least 12.10% per annum, to be set on the pricing date) and may be redeemed at the issuer’s option on monthly dates from May through October 2026 at $1,000 plus the related coupon.

If not redeemed, maturity is November 24, 2026. Repayment depends on the worst performing index: investors receive $1,000 if its final value is at or above its initial value, or if it is below but no knock-in occurred. If any index closes below 70% of its initial value on any day during the observation period and the worst performer finishes below its initial value, principal is reduced 1:1 with that decline, down to zero (excluding the final coupon). The issue price is $1,000 with an underwriting fee of up to $4.50 and estimated value of at least $942.50 per security. The notes are unsecured, unlisted, and subject to the credit risk of the issuer and guarantor.

Citigroup Inc. plans to issue Medium‑Term Senior Notes, Series G—Callable Fixed Rate Notes due November 7, 2040—under a Rule 424(b)(2) prospectus. The notes pay a fixed 5.21% coupon per year on each November 7, calculated on a 30/360 basis, with $1,000 returned at maturity plus accrued interest.

Beginning November 7, 2030, Citigroup may redeem the notes at 100% of principal plus accrued interest on any November 7, with at least five business days’ notice. The notes will not be listed on an exchange and will be held through DTC. For fee‑based or eligible institutional accounts, the issue price may vary between $996.50 and $1,000 per note; CGMI may receive an underwriting fee of up to $3.50 per note.

The notes are intended to qualify as TLAC‑eligible, and a wholly owned subsidiary may assume the obligations with Citigroup guaranteeing payments, which affects default and covenant remedies. A temporary six‑month valuation adjustment will appear on CGMI statements and decline to zero over time. Net proceeds are for general corporate purposes and related hedging; affiliates may benefit from hedging. Sales are restricted in Canada and to EEA/UK retail investors.

Citigroup Inc. filed a 424B2 pricing supplement for Callable Range Accrual Notes linked to the 10-year CMT rate, due October 31, 2032. The notes pay a variable quarterly coupon at a contingent rate of 8.20% per annum, but only for days when the 10-year CMT is within 0.00% to 4.40%. For days outside this range, no interest accrues. The notes are unsecured senior debt and will not be listed.

Citigroup may redeem the notes, in whole, on any interest payment date on or after October 31, 2026 at 100% of principal plus accrued coupon, if any. The issue price is $1,000 per note; the estimated value is $959.60 based on CGMI models and internal funding rates. An $25.00 per note underwriting fee applies. The 10-year CMT rate was 4.08% on October 29, 2025. The notes are intended to qualify as TLAC-eligible. Citibank, N.A. acts as calculation agent. U.S. tax treatment is expected as contingent payment debt instruments with a disclosed comparable yield.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), plans to issue unsecured, autocallable medium‑term senior notes linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, due November 26, 2030. Each security has a $1,000 stated principal amount, no interest, and no listing. The notes may be automatically redeemed after any scheduled valuation date if the index closes at or above the initial value, paying $1,000 plus a premium set on pricing (minimums range from 19.50% starting November 23, 2026 to 97.50% on November 21, 2030).

If not redeemed early, maturity payment is: (i) $1,000 plus the final premium if the final value ≥ initial value; (ii) $1,000 if final value is below initial but ≥ the 50% final barrier; or (iii) 1‑for‑1 downside if final value is below the barrier. The issuer expects an estimated value of at least $850 per security on pricing; the underwriting fee is up to $45 per security, with $955 minimum proceeds to issuer. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.