CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Contingent Income Auto-Callable Securities due July 2029 linked to the common stock of UnitedHealth Group Incorporated. Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of 2.5625% (10.25% per annum) only if the UNH closing price on the related valuation date is at least 65.00% of the initial share price.

Beginning about three months after issuance, the notes are automatically redeemed if UNH closes at or above the initial share price on a potential redemption date, returning $1,000 plus the applicable coupon, including any previously unpaid coupons. If not called and the final UNH price is at least the 65% downside threshold, holders receive principal plus the final coupon (with any catch-up coupons). If the final price is below the threshold, repayment is $1,000 plus $1,000 × share return, exposing investors to a 1‑for‑1 loss with the stock and up to 100% loss of principal with no coupon at maturity. The estimated value is expected to be at least $918 per $1,000 note, below the issue price, reflecting dealer compensation and hedging. The notes do not provide dividends on UNH, may be illiquid, and involve complex U.S. tax and potential 30% withholding consequences, particularly for non‑U.S. investors.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes, Series N as callable contingent coupon equity-linked securities due July 26, 2029. The notes are linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index. Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 0.9625% of principal per period (at least 11.55% per annum) when, on the relevant valuation date, the worst performing index closes at or above 70% of its initial value.

If not called early, principal repayment at maturity depends solely on the worst performing index. Full principal is returned only if that index finishes at or above 60% of its initial value; otherwise repayment is reduced one-for-one with the index loss, and investors can lose up to all of their investment. Citigroup may redeem the notes in whole on specified dates for $1,000 plus any due coupon. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., secondary market liquidity may be limited, the initial estimated value is expected to be at least $940 per $1,000 note, and U.S. tax treatment is uncertain, particularly for non-U.S. investors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior “Contingent Income Callable Securities” due July 2028 linked to the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500 indices.

Each security has a $1,000 stated principal and pays a quarterly contingent coupon of 2.975% of principal (11.90% per year) only if, throughout the observation period, every index stays at or above 70% of its initial level; any breach by one index cancels that period’s coupon.

The notes are callable in whole on set quarterly dates at $1,000 plus any due coupon, which can cap income if markets are favorable. At maturity, if not called, principal is repaid only if the worst index is at or above 70% of its initial level; otherwise repayment is reduced one‑for‑one with that index’s loss, down to zero. The issue price is $1,000, while the estimated value on the pricing date is expected to be at least $922.50 per security, reflecting embedded costs, hedging and the issuer’s internal funding rate. These unsecured notes also carry Citigroup credit risk and complex tax and withholding considerations, including potential 30% withholding on coupons for some non‑U.S. holders.

Citigroup Global Markets Holdings Inc. is offering $6,710,000.00 of autocallable contingent coupon equity linked securities, guaranteed by Citigroup Inc., each with a $1,000 stated principal amount and linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index.

The notes pay a 2.125% contingent coupon per payment date (8.50% per annum) only if, on each valuation date, the worst index is at or above 65.00% of its initial level; missed coupons are not made up. From January 14, 2027 through April 16, 2029, if on a potential autocall date the worst index is at or above its initial level, the notes are automatically redeemed at $1,000 plus the related coupon.

If not called, at maturity investors receive $1,000 per note only if the worst index is at or above 55.00% of its initial level; otherwise principal is reduced one-for-one with the index loss, potentially to zero, and no coupon is paid. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market, and have an estimated value of $976.20 per security, below the $1,000.00 issue price because of selling, structuring and hedging costs. U.S. federal tax treatment is uncertain and could be adversely affected by future changes.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable equity‑linked notes due July 16, 2027 tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indexes. Each $1,000 note pays monthly coupons of 1.0958% (about 13.15% per year).

The issuer may redeem the notes at par plus coupon on monthly dates from January to June 2027. If not called, principal repayment depends on index performance and a 70% knock‑in barrier observed throughout the term. Full principal is repaid if the worst index finishes at or above its initial level, or below it without ever breaching its barrier.

If any index ever closes below 70% of its initial level and the worst index ends below its start, the maturity payment is reduced one‑for‑one with that decline and can fall to zero, excluding the final coupon. The notes offer no upside to index gains, carry Citigroup credit risk, limited liquidity and complex tax and valuation considerations. The initial estimated value is $993.30 per $1,000 note, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $3,419,000 of callable contingent coupon equity-linked securities tied to the worst performing of the EURO STOXX 50®, Nasdaq-100® and Russell 2000® indices, in $1,000 denominations, maturing July 19, 2029.

The notes pay a quarterly contingent coupon of 3.5375% of principal (14.15% annualized) only if, on the relevant valuation date, the worst-performing index is at or above 80% of its initial level; otherwise no coupon is paid. Citigroup may redeem the notes at par plus any coupon on specified dates starting in 2027, limiting future income if called.

If held to maturity and not called, investors receive full principal only if the worst index is at or above its 80% final barrier; otherwise repayment is reduced one-for-one with that index’s loss, down to zero. Investors forgo dividends and index upside, face limited or no liquidity, and bear the unsecured credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The initial estimated value is $966.30 per note, below the $1,000 issue price due to embedded costs and dealer compensation.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $662,000 of autocallable market-linked securities linked to the Citi Dynamic Asset Selector 5 Excess Return Index, maturing July 19, 2033. The notes pay no interest and are designed to return the $1,000 stated principal at maturity, subject to issuer and guarantor credit risk.

On valuation dates from 2027–2032, if the Index closes at or above the autocall barrier of 235.385 (102% of the 230.77 initial level), the notes are automatically redeemed for $1,000 plus a fixed premium stepping up from 9.40% to 56.40%. If not called and the Index ends above its initial level, holders receive principal plus 100% of the index return; otherwise only principal is repaid.

The issue price is $1,000 per note, including an underwriting fee of up to $37.50, while the initial estimated value is $916.80, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The underlying index is a rules-based, volatility-targeted futures strategy with a 5% volatility target and a 0.85% annual index fee, and has recently lagged equity benchmarks over 1–5 year horizons.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst of the Nasdaq-100, Russell 2000 and S&P 500, due July 19, 2029. Each security has a $1,000 principal amount.

The notes may pay contingent coupons of at least 0.9583% of principal (about 11.50% per year) on scheduled dates, but only if the worst-performing index on the prior valuation date is at or above its coupon barrier, set at 70% of its initial level. They can be automatically redeemed from 2027 onward if that index is at or above its initial level, returning principal plus the applicable coupon.

At maturity, if not called, investors receive principal back only if the worst-performing index is at or above its final barrier of 60% of its initial level; otherwise repayment is reduced in line with the index loss and can be zero. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited liquidity, and have an estimated value on the pricing date of at least $941 per security versus the $1,000 issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities with a stated principal amount of $1,000 per note, linked to the worst performer of the S&P 500 Index and the S&P 500 Equal Weight Index.

On each valuation date, investors receive a contingent coupon only if the worst-performing index closes at or above 60.00% of its initial value. The coupon is at least 0.6333% of principal per period, equivalent to an annual rate of at least approximately 7.60%, set on the pricing date. The issuer may redeem the notes on specified dates at $1,000 plus any due coupon.

If not called, at maturity investors receive $1,000 per note if the worst-performing index is at or above its 60.00% final barrier; otherwise, repayment is reduced one-for-one with the index loss, potentially to zero, with no final coupon. The issue price is $1,000, including an underwriting fee of up to $5.50, while the estimated value is expected to be at least $933.50 per note, reflecting fees, funding costs and hedging. The notes are unsecured obligations, involve complex equity, credit and interest-rate risks, and have uncertain and potentially adverse U.S. tax treatment, including possible 30% withholding on coupons for certain non-U.S. holders.