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. is offering callable fixed-rate notes maturing on January 22, 2046. Each note has a stated principal of $1,000 and pays a fixed annual interest rate of 5.45%, with interest paid semi-annually each January 22 and July 22, starting in 2026, using a 30/360 day-count convention.
Citigroup may redeem the notes at its option at 100% of principal plus accrued interest on specified quarterly redemption dates beginning in January 2029. The notes are not listed on any securities exchange, and Citigroup Global Markets Inc. acts as underwriter, receiving an underwriting fee of up to $20 per note, with eligible institutional and fee-based advisory accounts able to buy between $980 and $1,000 per note.
The notes are intended to qualify as TLAC-eligible debt, so in a Citigroup Inc. bankruptcy, losses would be imposed on shareholders first and then unsecured creditors, including these noteholders. A wholly owned subsidiary may assume the obligations as successor issuer, with Citigroup providing a full guarantee, which affects default and covenant protections. Citigroup and its affiliates may hedge and potentially profit from related derivatives, and there are specific selling restrictions in Canada, the European Economic Area and the United Kingdom.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering equity index basket-linked notes with a $1,000 stated principal amount each and a term expected to be 23 to 26 months. The notes are linked to an unequally weighted basket of five non‑U.S. equity indices: EURO STOXX 50® (38%), TOPIX® (26%), FTSE® 100 (17%), Swiss Market Index® (11%) and S&P/ASX 200 (8%).
At maturity, investors receive cash based on the basket return: principal plus 300% of any basket gain, capped at a maximum settlement amount expected between $1,331.20 and $1,389.40 per $1,000, or a one‑for‑one loss of principal for any basket decline, down to a possible total loss. The notes pay no interest and do not provide dividends from the underlying indices.
The notes are unsecured senior debt subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, and may have limited or no liquidity. The estimated value on the trade date is expected between $975.00 and $995.00 per note, below the issue price, reflecting structuring, hedging costs and the issuer’s internal funding rate, and the tax treatment as prepaid forward contracts is described as uncertain.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk contingent income auto-callable securities linked to the SPDR® S&P 500® ETF Trust. These notes target a monthly contingent coupon of 1.2083% of the $1,000 stated principal (approximately 14.50% per annum) for each month the ETF’s closing price is at or above 95.00% of the initial share price.
The securities may be automatically redeemed on monthly observation dates if the ETF closes at or above the initial share price, paying back principal plus the relevant coupon (including any previously unpaid coupons). If held to maturity and the final price is below the 95% downside threshold, repayment of principal is reduced on a leveraged basis beyond a 5.00% buffer and can fall to zero, with no coupon at maturity.
The notes will not be listed on any exchange, and liquidity will rely on dealer interest. The preliminary estimated value is expected to be at least $945.50 per $1,000 security, reflecting dealer pricing and hedging costs. The product carries issuer and guarantor credit risk, complex market behavior in SPY, and significant tax and withholding uncertainties, especially for non-U.S. investors.
Citigroup Inc. is offering medium-term senior callable fixed rate notes due January 30, 2041. Each note has a $1,000 stated principal amount, pays a fixed interest rate of 5.25% per year, and makes semi-annual interest payments each January 30 and July 30 beginning in 2026, using a 30/360 day count.
The notes may be redeemed at 100% of principal plus accrued interest at Citigroup’s option, in whole but not in part, on the 30th day of January, April, July and October starting in April 2028. The notes are senior unsecured obligations intended to qualify as total loss-absorbing capacity (TLAC), meaning holders rank behind Citigroup shareholders but alongside other unsecured creditors in a Citigroup bankruptcy.
A wholly owned subsidiary can assume the obligations under the notes with Citigroup guaranteeing payments, which changes default triggers if Citigroup later enters resolution. The notes will not be listed on an exchange, CGMI will act as underwriter earning up to $25 per note, issue prices for certain institutional and fee-based accounts can range from $975 to $1,000 per note, and proceeds will be used for general corporate purposes and related hedging.
Citigroup Inc. is offering medium-term senior callable fixed rate notes due January 30, 2036. Each note has a stated principal amount of $1,000 and pays fixed interest at 5.00% per annum, calculated on a 30/360 day count basis. Interest is paid semi-annually on January 30 and July 30, beginning July 30, 2026, and holders receive $1,000 per note plus any accrued and unpaid interest at maturity if the notes are not redeemed earlier.
Beginning July 30, 2027, Citigroup may redeem the notes, in whole and not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest, which means investors face reinvestment risk if the notes are called when market rates are lower. The notes are intended to qualify as TLAC-eligible, so in a Citigroup Inc. bankruptcy losses would be borne ahead of some other liabilities, and a wholly owned subsidiary may assume the issuer obligations subject to conditions while Citigroup guarantees payments. The notes will not be listed on any securities exchange, CGMI will act as underwriter with an underwriting fee of up to $15.00 per note, and the net proceeds will be used for general corporate purposes and related hedging.
Citigroup Inc. is offering callable fixed rate notes maturing on January 30, 2046, with a stated principal amount of $1,000 per note. The notes pay interest at a fixed annual rate of 5.50%, with semi-annual interest payments on January 30 and July 30, starting July 30, 2026, using a 30/360 day-count convention.
Beginning January 30, 2029, Citigroup has the right to redeem the notes in whole (not in part) on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are intended to qualify as eligible TLAC debt, meaning that in a Citigroup Inc. bankruptcy, losses would be borne by shareholders and unsecured creditors, including noteholders, and recoveries may be limited.
A wholly owned subsidiary may assume the issuer’s obligations under the notes with at least 15 business days’ notice, with Citigroup providing a full and unconditional guarantee. The notes will not be listed on any exchange, may be subject to limited liquidity, and involve additional tax, structural and regulatory considerations described in the broader offering documents.
Citigroup Inc. is offering unsecured senior Callable Range Accrual Notes linked to the 10-year constant maturity U.S. Treasury (CMT) rate, maturing on January 21, 2036. Each note has a $1,000 stated principal amount and pays variable interest quarterly when the 10-year CMT rate is between 0.00% and 5.00%. In that range, interest accrues at a contingent rate of 8.50% per annum, multiplied by the fraction of days in the period that satisfy the accrual condition, using a 30/360 day-count convention.
Citigroup may redeem the notes early, in whole but not in part, on any interest payment date on or after January 21, 2027 at 100% of principal plus accrued interest. The notes are intended to qualify as TLAC-eligible debt and rank equally with other unsecured, unsubordinated Citigroup debt. They will not be listed on any exchange.
Citigroup Global Markets Inc. acts as underwriter, receiving up to $25.00 per note, and the initial estimated value is $961.87 per note, below the $1,000 issue price. The tax treatment is complex, with Citigroup intending to treat the notes as contingent payment debt instruments for U.S. federal income tax purposes.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured equity-linked notes tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing in February 2029. The notes pay a contingent coupon of at least 0.8833% per period (about 10.60% per year) only when the worst-performing index on a valuation date is at or above 70% of its initial level.
If the notes are not called and, on the final valuation date, the worst-performing index is at or above 65% of its initial level, investors receive the $1,000 principal per note (plus any final coupon). If it is below 65%, repayment is reduced one-for-one with the index loss, down to a possible zero return of principal.
The issuer may call the notes on specified dates at $1,000 plus any due coupon, capping future income. The notes are not listed, may have limited liquidity, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. U.S. tax treatment is complex and may change, and non‑U.S. holders may face 30% withholding on coupons.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, senior equity-linked notes tied to the worst performer of the Nasdaq‑100®, Russell 2000® and S&P 500® indices, maturing on February 7, 2030. The notes pay a contingent quarterly coupon of at least 0.9167% of principal (about 11.00% per year) only if, on the prior valuation date, the worst-performing index is at or above 75% of its initial level.
At maturity, if not called and the worst-performing index is at or above 70% of its initial level, investors receive full principal back (plus any final coupon). If it is below 70%, repayment is reduced one‑for‑one with the index loss, potentially to zero. Citigroup may redeem the notes early on specified dates at par plus any due coupon. The notes are not listed, carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated initial value of at least $928.50 per $1,000 issue price, reflecting fees, hedging costs and internal funding assumptions.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing on February 1, 2029.
Each $1,000 security may pay a quarterly contingent coupon of at least 8.15% per year in total, but only if on the relevant valuation date the worst-performing index is at or above 70% of its initial level. Citigroup may redeem the notes early on specified dates, paying $1,000 plus any due coupon. At maturity, if not called, investors receive $1,000 per security only if the worst-performing index is at or above its 70% final barrier; otherwise, principal is reduced one-for-one with that index’s loss, down to zero.
The notes do not pay dividends, do not offer upside participation in the indices, and may have limited or no liquidity. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated initial value (at least $901.50 per $1,000) is lower than the issue price due to fees, hedging costs and the issuer’s internal funding rate. U.S. tax treatment is uncertain and may change.