Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has issued Market Linked Securities tied to NVIDIA Corporation stock, due August 20, 2026. These structured notes offer unique features combining upside potential with downside protection:

• Leveraged Upside: 150% participation in NVIDIA's price gains, capped at 33% maximum return ($1,330 per $1,000 principal)
• Downside Buffer: 15% protection against price declines
• Risk Features: Investors face 1:1 losses beyond the 15% buffer, potentially losing up to 85% of principal
• Key Terms: $3.95M total offering, $1,000 per security, Starting Value: $144.12, Threshold Value: $122.502

The securities offer no periodic interest payments or dividends and are subject to Citigroup's credit risk. The estimated value ($974.20) is less than the offering price ($1,000), with Wells Fargo Securities acting as distribution agent receiving a 2.26% commission.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing medium-term senior notes in the form of Autocallable Securities linked to the Energy Select Sector SPDR Fund (XLE) that mature on July 6, 2028. Each $1,000 security offers no periodic interest, may be redeemed automatically after any of the three annual valuation dates, and is principal-at-risk. If XLE closes at or above its initial value on a valuation date, the note is called and pays $1,000 plus a preset premium of at least 12.5%, 25.0% or 37.5%, depending on the year. If not called, the maturity payment depends on XLE’s performance on June 30, 2028: (i) principal plus the 37.5% minimum premium if the fund is unchanged or higher; (ii) full principal only if the fund is below the initial level but not lower than 70% of that level; or (iii) a dollar-for-dollar loss of principal in excess of a 30% decline, with a potential total loss, if XLE finishes below the 70% barrier. The securities will not be listed, carry no dividend entitlement and are subject to the credit risk of both the issuer and Citigroup Inc. The issue price is $1,000, but the estimated value on the pricing date is expected to be about $904.50, reflecting a built-in underwriting fee of up to $22.50 and hedging costs. Investors must therefore accept limited liquidity, the possibility of substantial principal loss and the risk that actual premiums may be well below the fund’s upside performance.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering Autocallable Contingent Coupon Equity-Linked Securities tied to Micron Technology, Inc. (MU) that mature on 22-Jul-2026, unless automatically redeemed earlier.

• Face amount: $1,000 per note; total issuance $7.974 million.
• Contingent coupon: 1.2375% per month (14.85% p.a.) paid only if MU’s closing price on each valuation date is ≥ the coupon barrier of $68.594 (57% of the $120.34 initial value).
• Autocall feature: Notes are redeemed at $1,000 plus coupon if MU closes ≥ the initial value on any potential autocall date beginning 17-Dec-2025 and monthly thereafter through 17-Jun-2026.
• Principal protection: None. If not called and MU closes < the final barrier ($68.594) on 17-Jul-2026, repayment is $1,000 + ($1,000 × underlying return), exposing investors to full downside, potentially zero.
• Secondary market: Not listed; liquidity limited to dealer bid.
• Pricing: Estimated value $969.60 (3.0% discount to issue price); underwriting fee up to $21.50 per note.
• Credit risk: Payments rely on Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The structure targets yield-seeking investors willing to accept equity risk in MU, potential early redemption that caps income, and limited liquidity.

Aptevo Therapeutics (APVO) filed an 8-K to report a change in independent auditor after Moss Adams LLP merged into Baker Tilly US, LLP on June 3 2025. Moss Adams resigned and, effective June 23 2025, Baker Tilly was appointed to audit FY-2025 results. Moss Adams’ opinions on FY-2024 and FY-2023 financials were unqualified but contained a going-concern explanatory paragraph. The company disclosed (1) no disagreements with Moss Adams on accounting or audit scope and (2) no consultations with Baker Tilly before the engagement. A confirming letter from Moss Adams is included as Exhibit 16.1.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity-Linked Securities linked to NVIDIA Corporation (NVDA). Each security has a $1,000 principal amount, prices on 17 Jun 2025, settles on 23 Jun 2025 and matures on 23 Jun 2028 unless automatically redeemed earlier.

Coupon mechanics: Investors will receive a contingent coupon of 3.3625% per quarter (13.45% p.a.) only when NVDA’s closing price on the relevant valuation date is at or above the coupon barrier (60% of the initial price, $86.472). Missed coupons can be recaptured if the barrier is met on a later date before maturity. No coupon is paid if the barrier is never met again.

Autocall feature: On ten scheduled valuation dates from 17 Dec 2025 through 17 Mar 2028, the notes will be automatically called at $1,000 plus the current coupon if NVDA’s closing price is at or above the initial price ($144.12). Early redemption limits the maximum holding period and caps the total yield.

Maturity payment: If not previously called, investors will receive:

• $1,000 (return of principal) if NVDA ≥ final barrier (60% of initial value) on the final valuation date
• $1,000 × (1 + underlying return) if NVDA < final barrier, exposing investors to a one-for-one loss down to zero

Pricing & distribution: Issue price is $1,000 (or $976.50 in fee-based accounts) versus an estimated value of $968.30. Underwriting fee is up to $23.50 per note (2.35%). The total offering size is $0.5 million. The notes are unsecured, unsubordinated debt, rank pari passu with Citi’s other senior obligations, and will not be listed on any exchange.

Key risks: (i) coupon payments are not guaranteed; (ii) investors face full downside risk below the 60% barrier; (iii) early autocall may truncate income; (iv) no secondary market assurance; and (v) credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) has filed a preliminary Form 424B2 for a new medium-term senior note offering titled Callable Contingent Coupon Equity-Linked Securities due June 29 2028. The $1,000-denominated notes reference the Nasdaq-100, Russell 2000 and S&P 500 indices; investor outcomes are driven solely by the worst performing index.

• Contingent coupons: On each monthly valuation date, investors receive a coupon of at least 0.7333 % (≈ 8.80 % p.a.) only if the worst performer closes at or above 75 % of its initial level. Missed coupons are not recouped.
• Principal risk: At maturity, full principal is returned only if the worst performer is ≥ 70 % of its initial level. Otherwise, repayment is reduced 1-for-1 with the index decline, potentially down to $0.
• Issuer call: Starting December 26 2025, Citi may redeem the notes monthly at $1,000 plus any accrued coupon, capping upside for holders.
• Pricing economics: Issue price $1,000; estimated value ≥ $910; underwriting fee up to $29.50 (2.95 %), leaving proceeds of ≥ $970.50. The notes will not be listed and carry Citi credit risk.
• Key dates: Pricing — June 25 2025; Issue — June 30 2025; 35 monthly valuation dates; final valuation — June 26 2028.

The supplement highlights credit, market, liquidity and valuation risks and directs investors to accompanying product and underlying supplements for full terms and risk factors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Callable Contingent Coupon Equity-Linked Securities maturing 31 Dec 2026. The $1,000-denominated notes pay a monthly contingent coupon of at least 0.85 % (≥10.20 % p.a.) only when the worst-performing of the Nasdaq-100, Russell 2000 and S&P 500 indices closes on the relevant valuation date at or above 70 % of its initial level (the “coupon barrier”).

Principal at risk. If the notes are not called and the worst-performing index is below 70 % of its initial level on the final valuation date, investors are exposed 1-for-1 to that decline and can lose up to 100 % of principal; if at or above 70 % they receive par. No upside above par is available.

Issuer call feature. Citi may redeem the securities in whole on any monthly coupon date from Dec 2025 through Nov 2026. Early redemption pays par plus any due coupon, cutting off future coupons and limiting maximum holding period to ~17 months.

Key dates. Pricing – 27 Jun 2025; issue – 2 Jul 2025; 19 monthly valuation dates; maturity (if not called) – 31 Dec 2026. The notes will not be listed, so liquidity depends on the dealer’s discretionary secondary market.

Economics. Estimated value on pricing date will be ≥$934.50 (≈93.45 % of issue price) due to structuring and hedging costs; dealers may earn up to $3.75 structuring fee plus up to $3.50 for marketing services. Initial bid indications will include a temporary premium that amortises over three months.

Risk highlights. • Contingent coupons are not guaranteed and cease if any index breaches the 70 % barrier on a valuation date. • Downside linked solely to the worst index, creating concentration risk. • Credit exposure to both Citigroup Global Markets Holdings Inc. and Citigroup Inc. • No dividends, no index upside, and potential tax uncertainty; non-U.S. holders may face 30 % withholding.

The product targets yield-seeking investors who can tolerate equity-market downside, limited liquidity and issuer credit risk in exchange for a high conditional coupon; it is not comparable to conventional senior debt of similar tenor.

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., filed a Rule 424(b)(2) pricing supplement for a $10.636 million issuance of unlisted, unsecured and unsubordinated Floating-Rate Notes due June 20, 2065 (Series N).

The notes bear interest at SOFR compounded daily + 0.10%, subject to a 0.00% floor, with quarterly payments each 20 Mar/Jun/Sep/Dec beginning 20 Sep 2025. Principal of $1,000 per note is due at maturity unless investors exercise an annual early-repurchase option that begins 20 Jun 2028. Repurchase prices are $970–$990 per $1,000 through 20 Jun 2035, reaching par thereafter. A minimum $10,000 aggregate and 15 business-day notice are required for repurchase requests.

The notes are guaranteed by Citigroup Inc.; nevertheless, all payments remain exposed to Citigroup credit risk. They will not be listed on any exchange, implying limited secondary-market liquidity. CGMI, the sole underwriter and an affiliate, earns a variable fee of up to $10 per note (1%), leaving proceeds of at least $990 per note. Total proceeds to the issuer are approximately $10.53 million.

Because the spread is only 10 bps over SOFR and the coupon is floored at 0%, investors face potential periods of very low or zero interest. Early-repurchase prices below par before 2036 create additional downside if rates fall or if investors need liquidity. From an issuer standpoint, the filing represents routine, small-scale funding at favorable terms given current market conditions.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is marketing unsecured Medium-Term Senior Notes linked to Amazon.com, Inc. (AMZN). Each $1,000 security may pay a contingent coupon of at least 2.675% quarterly (≥10.70% p.a.) when AMZN’s closing price on a valuation date is ≥70% of the initial level. If on any of eleven scheduled valuation dates (starting 22 Sep 2025) AMZN closes at or above its initial level, the notes are automatically called for $1,000 plus the coupon, limiting upside.

If not called, the notes mature 23 Jun 2028. Principal is protected only if AMZN’s final price is ≥70% of the initial level. Otherwise, investors incur a 1-for-1 downside, potentially losing the entire principal and receiving no final coupon.

The preliminary estimated value is $910 per $1,000 issue price, reflecting dealer margin and hedge costs. The notes are unlisted, illiquid and subject to the senior unsecured credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors forego AMZN dividends and any price appreciation beyond coupons.