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., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity-Linked Securities tied to the common stock of Marvell Technology, Inc. The notes price on June 27 2025, settle on July 2 2025 and, unless previously redeemed, mature on July 1 2027.
Key cash-flow mechanics
- Stated principal: $1,000 per note; no exchange listing.
- Quarterly contingent coupon: 3.75% of principal (15.00% p.a.) if the underlying’s closing price on the relevant valuation date is ≥ 49.50 % of the initial value (the “coupon barrier”). Missed coupons are paid retroactively if the barrier is met on a later date; otherwise they are forfeited.
- Autocall feature: On any of six scheduled potential autocall dates (beginning 29 Dec 2025), the note is automatically redeemed at $1,000 + the coupon if the underlying closes at or above its initial value.
- Principal repayment at maturity: If not called, investors receive $1,000 when the final price ≥ 49.50 % of the initial value. Otherwise they receive a fixed number of Marvell shares (or equivalent cash) worth substantially less than $1,000—potentially zero—and no final coupon.
Economic terms & distribution
- Estimated value at pricing: ≈ $919 (≈ 9 % below the $1,000 issue price), reflecting dealer models and funding costs.
- Underwriting fee: up to $18.50 per note; selected dealers receive a $17.50 concession and up to $1.00 structuring fee.
- All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Risk highlights: Investors face equity downside risk below the 49.5 % barrier, reinvestment risk from early redemption, lack of liquidity due to no exchange listing, and potential non-payment if Citigroup defaults. The notes are not FDIC-insured.
Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to Alnylam Pharmaceuticals, due July 6, 2028. The securities offer:
- Principal Terms: $1,000 stated principal amount per security with potential periodic contingent coupon payments at an annualized rate of at least 11.50%
- Key Features: Automatic early redemption if underlying closes at or above initial value on any autocall date; contingent coupon payments if underlying closes at or above 60% of initial value on valuation dates
- Risk Factors: Investors may receive no coupon payments; principal is at risk if final underlying value is below 60% of initial value; securities may be called early limiting return potential
- Pricing Details: Estimated value at least $911.50 per security, below issue price of $1,000; includes underwriting fee of $20.00 per security to CGMI
The securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup, and are not bank deposits or FDIC insured. They offer higher potential yield in exchange for significant investment risks including potential loss of principal.
Citigroup Global Markets Holdings is offering Autocallable Contingent Coupon Equity Linked Securities tied to the performance of the S&P 500 Dynamic Participation Index and VanEck Gold Miners ETF, due July 20, 2028. Key features include:
- Contingent Coupon Rate: Minimum 7.00% per annum, paid if worst-performing underlying is above its coupon barrier (65% of initial value)
- Automatic Early Redemption: Securities automatically called if worst-performing underlying closes at or above initial value on any potential autocall date
- Principal Protection: 25% buffer against losses at maturity, with 1:1 losses beyond buffer
- Issue Price: $1,000 per security with estimated value of at least $892.00
The securities carry significant risks including potential loss of principal, no dividend participation, and credit risk of Citigroup. The estimated value is less than the issue price, reflecting underwriting fees and hedging costs. Early redemption may limit return potential.
Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Contingent Coupon Equity Linked Securities tied to NVIDIA Corporation, due July 6, 2028. The securities, priced at $1,000 per unit, offer potential periodic contingent coupon payments at an annualized rate of at least 13.00%.
Key features include:
- Contingent coupon payments if NVIDIA's closing value is above 60% of initial value
- Automatic early redemption if stock closes at or above initial value on observation dates
- Risk of principal loss if final stock value is below 60% barrier level
- Estimated initial value of at least $914.50 per security, below issue price
Notable risks include potential loss of principal, no guaranteed coupon payments, limited upside participation in NVIDIA's growth, and credit risk of Citigroup. The securities are not bank deposits and lack FDIC insurance. CGMI will receive an underwriting fee of up to $20.00 per security.
Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Contingent Coupon Equity Linked Securities tied to Palantir Technologies, due July 6, 2028. The securities offer potential periodic contingent coupon payments at an annualized rate of at least 18.25%, with a stated principal amount of $1,000 per security.
Key features include:
- Contingent coupon payments subject to underlying asset performance above 50% barrier value
- Automatic early redemption if underlying closes at or above initial value on observation dates
- Risk of principal loss if final value is below 50% barrier at maturity
- Estimated initial value of at least $900 per security, below issue price
Notable risks include potential loss of principal, no guaranteed coupon payments, limited liquidity, and credit risk of Citigroup. The securities do not provide direct exposure to Palantir stock appreciation or dividends. CGMI receives an underwriting fee of up to $20 per security and may profit from hedging activities.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol: C), plans to issue Autocallable Contingent Coupon Equity-Linked Securities tied to Costco Wholesale Corporation common stock and maturing on 6 July 2028. The $1,000-denominated notes offer a contingent quarterly coupon of at least 1.9375 % (≥7.75 % p.a.), paid only when the closing price of Costco on the relevant valuation date is ≥80 % of the initial price.
An automatic early redemption feature is in force on each valuation date from 30 Sep 2025 forward: if Costco closes at or above its initial price, investors receive $1,000 plus the coupon and the note terminates, capping any further income potential.
If the notes are not called, final repayment depends on Costco’s price on 30 Jun 2028. Investors receive:
- $1,000 (and the final coupon) if the share price is ≥80 % of the initial level
- $1,000 + ($1,000 × underlying return) if the share price is <80 % of the initial level, exposing principal to full downside with no floor beyond the 20 % buffer
Key structural considerations include: (i) credit risk of Citigroup Global Markets Holdings Inc./Citigroup Inc.; (ii) illiquidity, as the notes will not be exchange-listed; (iii) an estimated value of at least $919, implying an upfront value gap of ≤8.1 % versus issue price; and (iv) a maximum underwriting fee of $20 per note. The product suits investors seeking elevated income and willing to accept equity, call and credit risks in lieu of direct Costco share ownership or conventional fixed-income exposure.
Citigroup announced the issuance of Callable Fixed Rate Notes due June 27, 2040 (CUSIP: 17290ADK3) with the following key terms:
Key Features:
- Principal Amount: $8,202,000 total offering at $1,000 per note
- Interest Rate: 5.70% per annum, paid semi-annually
- Call Feature: Callable quarterly starting December 27, 2027
- Maturity: June 27, 2040 (15-year term)
Important Details: The notes are unsecured senior debt obligations of Citigroup, subject to credit risk. Interest payments occur on June 27 and December 27, beginning December 27, 2025. Citigroup Global Markets (CGMI) serves as underwriter with a maximum fee of $20 per note. The notes will not be listed on any securities exchange, potentially limiting secondary market liquidity.
Risk Factors: Key risks include potential early redemption limiting interest accrual, interest rate sensitivity affecting redemption likelihood, credit risk of Citigroup, and limited secondary market liquidity.