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., a wholly owned subsidiary of Citigroup Inc., filed Amended and Restated Pricing Supplement No. 2025-USWR0006 on 28 May 2025 under Rule 424(b)(3) for its Medium-Term Senior Notes, Series N.
The filing covers bearish European put warrants linked to the S&P 500 Index that automatically exercise on 10 Oct 2025 (settlement 17 Oct 2025). Each warrant carries a $1,000 notional amount; total aggregate notional is $40.27 million. Investors pay a 2.728% premium ($27.28) per warrant, while the estimated value is $22.80, indicating an initial value gap of roughly 16%. The underwriting fee is 0.218% ($2.18), leaving 2.510% proceeds ($25.10) per warrant for the issuer. CGMI acts as underwriter; Insperex LLC serves as qualified independent underwriter.
Key payoff mechanics: if the final underlying value is below the upper strike (95% of the look-back high), holders receive cash determined by preset long/short strike differential formulas, capped once the index falls to or below the lower strike value of 4,430.6625 (75% of the initial level 5,907.55). Should the S&P 500 close at or above the upper strike, the warrants expire worthless and investors lose their entire premium. The breakeven level is 92.272% of the look-back value.
The warrants are unsecured obligations of Citigroup Global Markets Holdings Inc. and fully guaranteed by Citigroup Inc. They are not exchange-listed and may have little or no secondary-market liquidity. The product is intended only for investors with options-approved accounts who can tolerate the risk of a total loss. All payments are subject to the credit risk of both the issuer and guarantor.
Citigroup Global Markets Holdings Inc. is offering unsecured, senior Autocallable Contingent Coupon Equity-Linked Securities linked to Monolithic Power Systems, Inc. (MPWR) common stock and fully guaranteed by Citigroup Inc. The $1,000-denominated notes mature on 24-Jun-2027 unless automatically called earlier.
Income mechanics: Investors may earn a quarterly contingent coupon of ≥3.55 % of principal (≥14.20 % p.a.) whenever MPWR’s closing price on the relevant valuation date is at least 50 % of its initial level (the “coupon barrier”). Missed coupons accrue and may be clawed back only if a later valuation date is again ≥ the barrier; otherwise they are permanently lost.
Autocall feature: On six scheduled valuation dates beginning 22-Dec-2025, the note is automatically redeemed at $1,000 plus the current coupon if MPWR closes at or above its initial level. Early redemption truncates future coupon potential.
Principal repayment: • If the final MPWR value on 21-Jun-2027 is ≥50 % of its initial level, holders receive full principal.
• If it is <50 %, investors receive MPWR shares (or cash equivalent) based on a fixed equity ratio, exposing them to a loss of up to 100 % of principal and forfeiture of any unpaid coupons.
Additional considerations:
- The notes will not be listed on any exchange; liquidity depends on dealer willingness.
- The estimated value on pricing date is expected to be ≈$924.50, below the $1,000 issue price, reflecting selling concession and hedging costs.
- All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the securities are not FDIC-insured.
This 424B2 filing is a routine structured-product registration and does not affect Citigroup’s core operating results.
Citigroup Inc. filed a Form 8-K to disclose a board change effective June 16, 2025. The Board elected Jonathan Moulds—currently Chair of Citigroup Global Markets Limited and former COO of Barclays PLC—to serve as an independent director. He will join the Board’s Risk Management Committee and Transformation Oversight Committee. The filing confirms no family relationships, related-party transactions, or selection arrangements. Mr. Moulds will receive standard non-employee director compensation as outlined in Citigroup’s March 18, 2025 proxy statement. A press release announcing the appointment is furnished as Exhibit 99.1, and updated listings of securities registered under Section 12(b) are provided in Exhibit 99.2.