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., guaranteed by Citigroup Inc., is offering long-dated, unsecured autocallable notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, with a stated principal amount of $1,000 per security and maturity on February 22, 2036.
The notes pay no interest and do not guarantee principal. On scheduled valuation dates starting in 2027, if the index closing value is at or above its initial level, the notes are automatically redeemed for $1,000 plus a fixed premium that steps up over time, beginning at 21.50% of principal and reaching 215.00% by the final valuation date.
If the notes are not called and the final index value is at or above 60% of the initial level, investors receive $1,000 plus the final premium. If the final value is below 60%, repayment is $1,000 plus the index return, creating 1-for-1 downside exposure and the possibility of a total loss.
The underlying index is complex and risky: it references leveraged S&P 500 futures exposure with a 35% volatility target, an implicit financing cost and a fixed 6% per annum decrement, all of which can cause it to underperform the S&P 500 Index, sometimes by a wide margin. The notes are not listed, may have limited liquidity, and their value is sensitive to Citigroup’s credit, market volatility and dealer pricing. Estimated value at pricing is expected to be at least $862.50 per note, below the $1,000 issue price, reflecting structuring, hedging costs and dealer profit.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing on February 22, 2036. Each security has a $1,000 stated principal amount and may pay quarterly contingent coupons of at least 3.00% per period (at least 12.00% per annum) only if the index stays at or above a 50% coupon barrier on scheduled valuation dates.
The notes are autocallable: if on specified potential autocall dates the index closes at or above its initial level, investors receive $1,000 plus the coupon and the notes terminate early. If the notes are not called and the final index value is below the 50% final barrier, repayment of principal is reduced one-for-one with the index loss, potentially to zero, and no final coupon is paid.
The underlying index embeds up to 500% leveraged exposure to S&P 500 futures, a 35% volatility target, and a 6% per‑annum decrement, all of which can materially drag performance and increase downside risk. The estimated value on the pricing date is expected to be at least $863.50 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The securities will not be listed on any exchange, may have limited or no liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable securities linked to the worst performer of the EURO STOXX 50® and Russell 2000® indices, maturing on February 14, 2031. The notes pay no interest and do not guarantee principal repayment.
The notes can be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial level, paying $1,000 plus a premium starting at 2.875% of principal in May 2026 and rising to at least 57.50% by February 11, 2031. If held to maturity and not called, investors receive $1,000 plus the final premium if the worst-performing index is at or above its initial level, only $1,000 if it is between 75% and 100% of its initial level, and a loss matching the full negative performance if it finishes below 75% of its initial level.
The securities are unsecured and unsubordinated obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, carry an underwriting fee of up to $30.50 per note, and have an estimated value on the pricing date expected to be at least $908.50 per note, below the $1,000 issue price.
Citigroup Inc. is offering 32,000,000 depositary shares, each representing a 1/1,000th interest in a share of its 6.250% Noncumulative Preferred Stock, Series II. The issue has an $800,000,000 aggregate liquidation preference, with each depositary share reflecting a $25 liquidation preference.
Dividends are noncumulative, payable in cash only when declared, at a 6.250% annual rate on the $25,000 liquidation preference per preferred share, equivalent to $1.5625 per depositary share per year, starting May 15, 2026. Citigroup may redeem the preferred stock on any dividend payment date on or after February 15, 2031, or within 90 days following a Regulatory Capital Event, at $25,000 per preferred share ($25 per depositary share), subject to Federal Reserve approval.
Net proceeds are expected to be approximately $779,400,000, which Citigroup expects to use for general corporate purposes, including potential redemption of outstanding preferred stock and other securities, including common stock. Application will be made to list the depositary shares on the NYSE under the symbol “C PR I.”
Citigroup Global Markets Holdings Inc. plans to issue fully guaranteed Medium-Term Senior Notes, Series N, in $1,000 denominations. The callable fixed rate notes pay 3.60% per annum from January 29, 2026 to January 29, 2027.
Investors receive $1,000 per note plus accrued interest at maturity, unless the notes are called earlier at 100% of principal plus accrued interest. Citigroup may redeem the notes in whole on July 29, 2026 or October 29, 2026. The notes will not be listed on any securities exchange.
Net proceeds will be used for general corporate purposes and hedging activities through Citigroup affiliates. Citigroup Global Markets Inc. acts as underwriter and may temporarily show an upwardly adjusted value for about three months after issuance on customer statements.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indexes, maturing in February 2029.
The notes may pay a quarterly contingent coupon of at least 1.2208% of principal (about 14.65% annualized) only when the worst-performing index on a valuation date is at or above 80% of its initial level. Investors do not receive dividends or upside participation in any index.
At maturity, if not called, principal is fully returned only if the worst-performing index is at or above its 80% final barrier; otherwise, repayment is reduced one-for-one with the index loss and can fall to zero. The notes are unlisted, subject to Citi credit risk, include complex tax treatment and have an estimated value on pricing of at least $937.50 per $1,000 note, below issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured structured securities linked to the Invesco QQQ Trust, Series 1. Each security has a $1,000 stated principal amount and a 100% participation rate with a maximum return of at least 10% set on the pricing date.
At maturity, investors get $1,000 plus capped upside if QQQ rises, full principal if losses are within a 10% buffer, and 1‑to‑1 downside beyond that buffer, with up to 90% loss of principal. The securities pay no interest or dividends, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and are not FDIC‑insured.
The estimated value on the pricing date is expected to be at least $918.50 per $1,000 security, below the public offering price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. There may be limited or no secondary market, and U.S. tax treatment is complex and uncertain.
Citigroup Inc. is offering unsecured senior Callable Fixed to Float Range Accrual Notes linked to the 10-year constant maturity Treasury (CMT) rate, scheduled to mature on January 29, 2046, in minimum denominations of $1,000 per note.
For the first two years, investors receive a fixed coupon of 10.00% per annum, paid quarterly. After that, each coupon becomes variable, up to a 10.00% contingent rate, and depends on how many days in the accrual period the 10-year CMT rate stays between 0.00% and 5.00%. If the rate is outside this range for an entire period, the coupon for that period can drop to 0.00%.
Citigroup may redeem the notes early, in whole, on any interest payment date on or after January 29, 2027 at 100% of principal plus accrued interest, limiting potential future income. The notes are intended to qualify as TLAC-eligible senior debt, are not listed on any securities exchange, and involve complex interest, credit, market, and tax risks compared with conventional bonds.
Citigroup Inc. is offering unsecured Callable Fixed Rate Notes due January 30, 2041, with a stated principal amount of $1,000 per note. The notes pay a fixed interest rate of 5.25% per year, with interest paid semi-annually on January 30 and July 30, starting July 30, 2026, using a 30/360 day count.
Citigroup may redeem the notes early, in whole but not in part, at 100% of principal plus accrued interest on the 30th of January, April, July and October, beginning April 30, 2028. The notes are not listed on any securities exchange, so liquidity may depend on dealer interest. They are intended to qualify as TLAC-eligible, meaning that in a Citigroup bankruptcy, losses could be imposed on noteholders after shareholders but ahead of some other creditors.
A wholly owned Citigroup subsidiary may assume the issuer’s obligations, with Citigroup providing a full guarantee, which can change how defaults are triggered and may involve a less creditworthy successor. The issue price is generally $1,000 per note, with eligible institutional and fee-based accounts potentially paying between $980 and $1,000, and CGMI receiving an underwriting fee of up to $20 per note.
Citigroup Inc. is offering unsecured callable fixed rate notes maturing on January 30, 2036. Each note has a stated principal of $1,000 and pays 5.00% annual interest, with semi-annual payments each January 30 and July 30, calculated on a 30/360 basis.
Beginning July 30, 2027, Citigroup may redeem the notes in whole on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are not listed on any securities exchange and may be difficult to sell before maturity.
The notes are intended to qualify as TLAC-eligible instruments, meaning losses in a Citigroup bankruptcy would be borne by shareholders and then unsecured creditors, including noteholders. A wholly owned subsidiary may assume the obligations, with Citigroup guaranteeing payments, which may affect default rights and recovery. The issue price is generally $1,000 per note, with an underwriting fee of up to $15 per note, and a temporary initial secondary-market price adjustment benefits the underwriter.