Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing an unsecured structured note—“Autocallable Securities Linked to the Worst Performing of the Dow Jones Industrial Average and the Russell 2000 Index.” The $1,000-denominated notes will be issued on July 31, 2025, may be called quarterly starting July 29, 2026, and, if not called, mature on August 2, 2028. The key feature is an autocall mechanism: if, on any observation date before maturity, the worst performing underlying closes at or above its initial level, holders receive $1,000 plus a fixed premium and the notes are redeemed early.

Premium schedule: 7.00 % (July 2026) rising to 21.00 % (final valuation in July 2028). Downside protection: a 15 % buffer applies only at maturity. If the worst performer falls more than 15 % from its initial level on the final valuation date, principal is reduced 1-for-1 beyond the buffer (e.g., a -55 % move delivers $450).

Credit & liquidity: Payments rely solely on Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit. The securities will not be listed; secondary market, if any, will be made only by CGMI and may be discontinued at any time. Issue economics: price $1,000; underwriting fee up to $35 (3.5 %); estimated value at pricing expected ≥ $900, reflecting internal funding rate and hedging costs. CUSIP 17333LCT0 / ISIN US17333LCT08.

Risk highlights (abbreviated from PS-7 to PS-9):

• Investors may lose a significant portion of principal if the worst underlying breaches the 15 % buffer at maturity.
• Upside is capped at the fixed premiums; investors do not participate in underlying appreciation or dividends.
• Performance depends on two indices; lack of correlation can increase probability of a poor “worst” return.
• No periodic interest; notes suit investors seeking contingent, not current, income.
• Estimated value below issue price and absence of exchange listing may depress secondary bids.
• Subject to U.S. federal tax uncertainty; expected prepaid-forward treatment but not yet confirmed.

Illustrative payouts (assuming minimum premiums): early call in July 2026 pays $1,070; January 2028 call pays $1,175; hold to maturity with worst performer +10 % pays $1,210; –8 % pays par; –70 % pays $450.

Overall, the notes target investors willing to trade uncapped equity participation for defined coupons, contingent call features, and limited downside protection, while assuming issuer credit and liquidity risk.

Schedule 13D filing: Phoenix Financial Ltd., an Israeli holding company active in insurance and asset management, disclosed a 5.72% beneficial stake (2,574,926.52 ordinary shares) in Perion Network Ltd. ("PERI"). The stake size is calculated against the issuer’s 45,037,180 outstanding shares reported in Perion’s 20-F dated 25-Mar-2025.

Ownership structure & voting power: The shares are held by Phoenix Financial’s wholly-owned subsidiaries (Phoenix Insurance, Phoenix Pension & Provident Fund, etc.). Phoenix reports 0 sole voting/dispositive power and shared voting & dispositive power over the entire position, reflecting the subsidiaries’ independent management of client and proprietary accounts. Funding sources are working capital and the company’s own "nostro" account.

Governance initiative: On 26-Jun-2025 Phoenix Insurance and Value Base Fund LP jointly sent a Demand Letter to Perion’s board requesting an extraordinary shareholders’ meeting to: (i) amend the Articles so a simple-majority meeting can cancel any rights plan, and (ii) immediately cancel the rights plan adopted 3-Apr-2025. Aside from the letter, the parties state there is no formal agreement or voting pact. If Phoenix and Value Base were viewed as a Section 13(d) group, the combined position would be 11.48% (5,171,757.52 shares).

Future actions: Phoenix indicates it may increase, decrease or exit its position, and may engage management, the board, or other shareholders on corporate governance and strategic matters. Potential steps include further discussions, advisor retention, or other actions aimed at withdrawing or submitting the rights plan to a shareholder vote.

Regulatory background: Phoenix and its officers report no criminal convictions or civil judgments in the past five years. Exhibits include director/officer information, the Demand Letter (English translation), recent trading activity, and a board resolution authorising signatures.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol C), is marketing Autocallable Barrier Securities linked to the worst performer among the Nasdaq-100, Russell 2000 and S&P 500 indices. The $1,000-denominated notes mature on 2 Aug 2028, unless they are automatically redeemed on the first valuation date (29 Jul 2026). Early redemption is triggered if the worst-performing index closes at or above its initial level, paying investors the principal plus a 12.25 % premium (≥ $1,122.50 per note). If not redeemed, investors receive at maturity:

• Upside exposure: 200 % participation in any index appreciation, based solely on the worst performer.
• Contingent principal protection: Full return of principal if the worst performer is above the 70 % barrier (30 % downside threshold).
• Uncapped loss: If the worst performer ends below the barrier, repayment is reduced 1 % for every 1 % decline, down to zero.

The securities pay no coupons, will not be listed on an exchange, and carry credit risk of both the issuer and guarantor. The expected underwriting fee is up to $30 per note; estimated value on pricing is ≥ $901, reflecting dealer margins and hedging costs. The internal funding rate used to calculate this estimate is lower than Citigroup’s secondary-market rate, implying initial value friction for holders.

Key risks highlighted include: multi-underlying correlation risk, lack of liquidity, potential total loss of principal, and uncertain U.S. tax treatment (prepaid forward contract assumption). The note’s performance is path-dependent on two observation dates only, increasing sensitivity to market volatility near those dates. Because the product is sized for retail distribution, its financial impact on Citigroup is immaterial, but investors should weigh the enhanced upside against significant downside and liquidity constraints.

Form 144 filed for OneMain Holdings, Inc. (OMF) discloses that account holder Micah R Conrad intends to sell up to 3,000 common shares through broker Rockefeller Capital Management on or about 30 June 2025 on the NYSE. The transaction’s aggregate market value is approximately $171,000, compared with 118.97 million shares outstanding, representing less than 0.003 % of total shares.

The shares were originally received as a stock award on 7 September 2023 and constitute compensation rather than an open-market purchase. The filing also notes that Conrad sold 5,000 OMF shares on 28 May 2025 for gross proceeds of $261,000. No adverse undisclosed information is asserted, and the filer certifies compliance with Rule 144 requirements.

This notice is routine, does not alter corporate fundamentals, and signals only a modest insider liquidation.

The Toronto-Dominion Bank (TD) is offering US$31.95 million of Market-Linked Step Up Notes (424B2) due June 25, 2027. The two-year, senior unsecured notes are linked to a basket of six international equity indices – EURO STOXX 50 (40%), FTSE 100 (20%), Nikkei 225 (20%), Swiss Market Index (7.5%), S&P/ASX 200 (7.5%) and FTSE China 50 (5%). Each US$10 unit provides:

• Step Up feature: if the basket’s ending value is between 0% and +16% versus the starting value, investors receive a fixed Step Up Payment of US$1.60 (16% return).
• Leveraged upside: above the 16% “Step Up Value,” returns equal 142% of the basket appreciation.
• Full downside exposure: losses match any decline, up to complete loss of principal below the starting value.

Key terms include a participation rate of 142%, starting/threshold value of 100, and step-up value of 116. The initial estimated value is US$9.702 per unit, 2.98% below the US$10 offering price, reflecting TD’s internal funding rate, a US$0.20 underwriting discount and a US$0.05 hedging-related charge. All payments are subject to TD’s credit risk; the notes are not FDIC or CDIC insured and will not pay periodic interest or dividends. BofA Securities and TD act as joint calculation agents; no exchange listing or obligation to maintain a secondary market is provided.

Risk disclosures highlight potential loss of principal, limited liquidity, model-based valuation uncertainties, and conflicts arising from hedging and calculation agent roles. Tax treatment for U.S. and Canadian investors is uncertain and investors are urged to consult advisers. The filing also details extensive methodologies and licensing agreements for each index in the basket.

Argo Blockchain plc (NASDAQ: ARBK) has filed a Form 6-K to report the adjournment of its Annual General Meeting (AGM). The meeting, originally convened on 30 June 2025, could not proceed because a quorum was not present within the time specified in the Company’s articles of association. The AGM has been rescheduled for 08:30 BST on 1 July 2025 at the same venue (Fladgate LLP, 16 Great Queen Street, London).

Because of the adjournment, the AGM will not be streamed via the Investor Meet Company platform. Argo states that the voting results and any shareholder resolutions will be released to the market via RNS once the reconvened AGM concludes.

No financial results, operational updates, or transactional announcements accompany this notice. The disclosure is narrowly focused on the procedural delay and provides updated logistics and contact information for investor relations and the Company’s brokers.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Phoenix Medium-Term Senior Notes (Series N) linked to the common stock of Eli Lilly & Co. (LLY), maturing in July 2026.

Key economics: Each $1,000 note may pay a 3.9125% quarterly contingent coupon (≈ 15.65% annualized) whenever LLY’s closing price on an interim or final valuation date is at least 80% of the initial share price (the “coupon barrier”). Missed coupons can be caught up if a later valuation date meets the barrier. If on any interim valuation date LLY closes at or above the initial price, the note is automatically redeemed for $1,000 plus the current coupon. Absent early redemption, maturity payment equals: (i) $1,000 + coupon if the final price is ≥ 80% of initial; or (ii) $1,000 + $1,000 × 1.25 × (share return + 20%) if the final price is below 80%. Investors therefore absorb losses beyond a 20% buffer with 1.25× leverage and could lose their entire principal.

Structural details: Pricing and issue dates are expected 3 & 9 July 2025, respectively; interim valuation dates fall in Oct-25, Jan-26 and Apr-26; CUSIP 17333LGE9. Notes are unsecured, unsubordinated and unlisted; liquidity will rely solely on dealer willingness. Estimated value on pricing date is projected at ≥ $936.50, below the $1,000 issue price, reflecting dealer margins and hedge costs. CGMI earns a $10 underwriting fee per note (waived for fiduciary accounts); J.P. Morgan entities act as placement agents.

Principal risks: investors face (1) credit risk of Citigroup entities; (2) possible loss of some or all principal if LLY falls > 20% at final valuation; (3) non-payment of coupons if barriers are breached; (4) early redemption risk limiting upside and reinvestment options; (5) limited or no secondary market; (6) tax uncertainty, including potential 30% withholding for non-U.S. holders. The product affords no participation in LLY dividends or upside beyond coupon receipts.

Overview: Morgan Stanley Finance LLC ("MSFL") is marketing $1,000-denominated Buffered Jump Securities with an Auto-Callable feature that mature on August 5, 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index and do not pay periodic interest.

Auto-call mechanics: Beginning with the first determination date on August 3, 2026, the notes will be automatically redeemed if the Underlier closes at or above 90 % of its initial level. Early-redemption payments escalate from roughly $1,152.50 (≈ 15.25 % return) on the first call date to about $1,798.96 (≈ 79.9 % return) on the last call date prior to maturity. Once called, no further payments are made.

Principal repayment scenarios at maturity:

• If the notes have not been called and the Underlier is ≥ 90 % of its initial level, investors receive $1,762.50–$1,812.50 (≈ 76 %–81 % upside).
• If the Underlier is < 90 % but ≥ 80 % (the 20 % buffer), investors receive only the $1,000 principal.
• If the Underlier is < 80 %, repayment equals $1,000 × (final level / initial level + 0.20), subject to a minimum of 20 % of principal, exposing investors to up to 80 % loss.

Valuation & distribution: The estimated value on the July 31, 2025 pricing date is approximately $934.20—about 6.6 % below the $1,000 issue price—reflecting structuring and hedging costs. The notes will be sold only to fee-based advisory accounts; MS&Co. receives no traditional sales commission but may pay dealers a structuring fee up to $6.25 per note.

Key risks: (i) principal at risk and limited upside participation; (ii) unsecured creditor exposure to Morgan Stanley; (iii) no exchange listing; (iv) secondary market prices expected to be below issue price; (v) reinvestment risk if auto-called early.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (NYSE: C), is issuing three series of senior unsecured Airbag Autocallable Yield Notes maturing 29 June 2026. Each $1,000 note is linked to a single equity: lululemon athletica (LULU), Novo Nordisk ADSs (NVO) or Norwegian Cruise Line Holdings (NCLH).

Coupon & Call: Investors receive fixed monthly coupons of 11.50%, 11.30% and 11.60% per annum, respectively. On any quarterly observation date, the notes are automatically called at par plus the current coupon if the underlying closes at or above its Initial Underlying Price, capping further income.

Maturity Pay-off: If not called, holders receive either (i) full principal in cash if the underlying closes at or above the Conversion Price (75% LULU, 80% NVO, 70% NCLH of initial) or (ii) a fixed share delivery amount valued at the Conversion Price, exposing investors to unlimited downside below that level.

Size & Economics: Aggregate issuance is $13.39 million: $4.56 m LULU, $6.58 m NVO, $2.25 m NCLH. Underwriting discount is $15 (1.5%) per note; net proceeds are $985. Estimated initial values range from $978.20 to $981.10, below the $1,000 issue price, indicating embedded fees and funding costs.

Risk Profile: The notes are unrated, unlisted and subject to Citigroup credit risk, market risk, call risk and liquidity constraints. Investors sacrifice upside in exchange for high coupons and may receive shares worth materially less than principal at maturity.