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 Inc. director Diana L. Taylor reported changes in her holdings of Citigroup common stock as of 01/02/2026. She acquired 1,262.605 shares of deferred common stock at $0 under Citigroup’s Compensation Plan for Non-Employee Directors, bringing her directly held balance to 3,423.806 shares.
She also acquired 10.915 shares and 290.1473 shares of common stock at a price of $118.802 per share through reinvestment of dividend equivalents under the same non-employee director plan. Following these transactions, she held 59,912.4046 shares indirectly as deferred shares of common stock maintained by Citigroup for her benefit, including 2,172.1160 deferred shares that vested on 01/02/2026 and were transferred to her deferred compensation account.
Citigroup Inc. director James S. Turley reported acquiring additional Citigroup common stock on 01/02/2026, primarily through the company’s Compensation Plan for Non-Employee Directors. The filing shows an award of 1,262.605 deferred shares at a reported price of $0, along with the reinvestment of dividend equivalents resulting in acquisitions of 10.915 and 185.4199 shares at a price of $118.802 per share. After these transactions, Turley directly beneficially owned 4,960.806 shares and indirectly beneficially owned 39,071.301 shares, which include deferred shares of common stock held by Citigroup for his benefit. The notes explain that 2,172.1160 deferred shares vested on 01/02/2026 and were transferred to his deferred compensation account under the director compensation plan.
Citigroup Inc. director Casper von Koskull reported acquiring additional Citigroup common stock on 01/02/2026 under the company’s Compensation Plan for Non-Employee Directors. The filing shows an award of 1,262.605 deferred shares of common stock at $0, reflecting stock granted as director compensation rather than a market purchase. It also reports reinvestment of dividend equivalents under the same plan, including small additional amounts of common stock at a price of $118.802 per share. Following these transactions, von Koskull holds Citigroup stock both directly and as deferred shares maintained for his benefit under the director compensation plan.
Citigroup Inc. director Ellen Costello reported changes in her ownership of Citigroup common stock. On 01/02/2026, she acquired 1,262.605 shares of common stock at a price of $0, described as deferred shares awarded under Citigroup’s Compensation Plan for Non-Employee Directors. Following this transaction, she holds 1,262.605 shares directly, 5,217 shares indirectly through a trust, and 66,669.944 deferred shares of common stock held by Citigroup for her benefit, as well as 820 shares jointly owned with her spouse and 600 shares held indirectly by her spouse.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Phoenix Securities linked to the common stock of Caterpillar Inc. Each security has a $1,000 stated principal amount and pays a 4.5125% contingent coupon per period only if Caterpillar’s share price is at or above an 85% coupon barrier on the relevant valuation date.
The notes may be automatically redeemed early if, on any interim valuation date, Caterpillar’s share price is at or above the initial share price, returning $1,000 plus the applicable coupon (including any previously unpaid coupons). At maturity, if not called and the final share price is at or above an 85% final barrier, investors receive $1,000 plus any due contingent coupon(s); if it is below the barrier, principal is reduced according to a 15% buffer formula and can fall to zero.
The securities are not listed on any exchange. The per-security issue price is $1,000, including a $10.00 underwriting fee, with estimated value at least $935.50 on the pricing date and $990.00 pricing for fiduciary accounts. The product carries complex payoff, credit, liquidity and tax risks, including potential 30% withholding on coupon payments to certain non-U.S. holders.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable Phoenix securities linked to Marvell Technology, Inc. (MRVL) stock, maturing in January 2027. Each security has a stated principal of $1,000 and pays a contingent coupon of 5.825% of principal per period only when Marvell’s share price on the relevant valuation date is at or above a coupon barrier set at 75% of the initial share price. Missed coupons can be paid later if the barrier is subsequently met.
The notes are automatically redeemed early if, on any interim valuation date, Marvell’s stock closes at or above the initial price, returning $1,000 plus the applicable coupon. If held to maturity and not called, full principal is repaid only if the final share price is at or above a final barrier at 75% of the initial price. Below that level, principal is reduced using a formula with a 25% buffer, and investors can lose much or all of their investment.
The securities are not listed on any exchange. The issue price is $1,000 per security, with an estimated value of at least $934.50, reflecting dealer models and internal funding rates, and an underwriting fee of $10 per security in most cases. The product involves complex risks, including issuer and guarantor credit risk, equity market risk, potential withholding for non-U.S. holders and uncertain U.S. tax treatment.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Phoenix Securities linked to the common stock of Freeport-McMoRan Inc. (FCX), maturing in January 2027. Each note has a $1,000 stated principal amount and pays a 1.275% contingent coupon on scheduled dates only if the FCX share price is at or above a coupon barrier set at 75% of the initial share price, with a “memory” feature that can recoup missed coupons later.
If on any interim valuation date FCX closes at or above its initial share price, the notes are automatically redeemed for $1,000 plus the applicable coupon (including any unpaid coupons), ending the investment early. If not redeemed, and the final share price is at or above the 75% final barrier, investors receive $1,000 at maturity plus the due coupon (including unpaid past coupons). If the final price is below the barrier, principal is reduced using a formula that amplifies downside beyond a 25% buffer, and investors can lose most or all of their investment.
The securities will not be listed on any exchange. The issue price is $1,000 per security, with an underwriting fee of $1 and an expected estimated value of at least $944 per security based on Citigroup’s internal models. The notes feature complex U.S. federal tax treatment, and non-U.S. investors may face 30% withholding on coupon payments.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity linked securities tied to Best Buy Co., Inc. Each security has a stated principal of $1,000 and may pay a quarterly contingent coupon of at least 1.1708% of principal (about 14.05% per annum) if Best Buy’s share price is at or above a coupon barrier set at 70% of the initial value on each valuation date.
The notes can be automatically called from July 16, 2026 onward if Best Buy’s share price is at or above its initial value, returning $1,000 plus the coupon for that period. If not called and Best Buy’s final share value is below a 70% final barrier, investors receive a fixed quantity of Best Buy shares (or equivalent cash) that may be worth far less than $1,000 and could be zero, with no coupon at maturity. The securities will not be listed, carry an underwriting fee of up to $21.50 per $1,000, and are expected to have an estimated value of at least $915.50 per security on the pricing date.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable medium-term senior notes linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, with a stated principal amount of $1,000 per security and total issuance of $1,071,000. The notes price on December 23, 2025, are issued on December 29, 2025, and mature on December 29, 2033 unless redeemed early.
The securities can be automatically redeemed on scheduled valuation dates if the index closes at or above the autocall barrier value of 620.549 (95% of the initial value 653.2098), paying $1,000 plus a fixed premium that steps up over time, reaching 130% of principal on the final valuation date. If held to maturity and the final index level is at or above the final barrier of 326.605 (50% of the initial value), investors receive principal plus the final premium; if it is below the barrier, repayment falls with the index on a 1‑for‑1 basis and can be as low as zero.
The notes are not listed on any exchange. The underwriting fee is $43.00 per security, so the issuer’s proceeds are $957.00 per security, and the estimated value at pricing is $888.10, below the issue price, reflecting structuring and hedging costs. Investors also forgo dividends on the underlying index and face credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable contingent coupon equity-linked securities tied to Amazon.com, Inc. stock, scheduled to mature on July 21, 2027 unless called earlier. Each $1,000 security may pay a contingent coupon of at least 0.7792% per period (about at least 9.35% per year) when Amazon’s closing value on the relevant valuation date is at or above a coupon barrier set at 67.00% of the initial value.
If on any potential autocall date Amazon’s closing value is at or above its initial value, the notes are automatically redeemed for $1,000 plus the applicable coupon, which can cut off future coupon opportunities. If the notes are not called and Amazon’s final value on the last valuation date is at or above a final barrier set at 67.00% of the initial value, investors receive $1,000 at maturity (plus any final coupon). If the final value is below the final barrier, investors receive Amazon shares (or cash equivalent) worth less than $1,000 and could lose their entire principal.
The securities are not listed, may have limited liquidity, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $918.50 per $1,000, below the issue price, reflecting selling, structuring and hedging costs. The tax treatment is complex and uncertain, and non-U.S. holders may face 30% withholding on coupons.