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 has issued 9,694 Contingent Income Auto-Callable Securities due June 23, 2028, tied to Netflix stock performance. The securities, totaling $9,694,000, offer potential quarterly contingent coupon payments at 11.50% per annum (2.875% quarterly).
Key features include:
- Contingent coupon payments only if Netflix stock closes above $738.846 (60% of initial price)
- Automatic early redemption if stock price equals/exceeds initial price of $1,231.41
- Principal at risk: If final stock price falls below threshold, investors could lose over 40% of principal
- No participation in Netflix stock appreciation or dividends
The estimated value per security is $972.80, below the $1,000 issue price. CGMI receives a $22.50 underwriting fee per security. The securities are unsecured and subject to Citigroup's credit risk.
Overview: Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is issuing $3.016 million of Contingent Income Auto-Callable Securities due 23 Jun 2028 linked to Palo Alto Networks, Inc. (PANW). The unsecured, unlisted notes combine a high potential coupon with meaningful principal risk.
Coupon mechanics: A 2.55 % quarterly coupon (10.20 % p.a.) is paid only when PANW’s closing price on the relevant observation date is at or above 60 % of the $199.24 initial price. Missed coupons are permanently forfeited.
Auto-call feature: From 22 Sep 2025 onward, the notes are automatically redeemed at $1,000 plus the coupon if PANW closes at or above the initial price on any quarterly observation date, capping upside and shortening tenor.
Principal repayment: If not called, at maturity investors receive (i) par plus the final coupon when PANW ≥ 60 % threshold ($119.544) or (ii) par plus par × share return when PANW < threshold, exposing holders to a 1-for-1 loss that could reduce recovery to $0.
Pricing & fees: Issue price $1,000; estimated value $969.10 (≈3.1 % discount). Underwriting fee $22.50 per unit, including a $17.50 selling concession and $5.00 structuring fee to Morgan Stanley Wealth Management. Net proceeds $977.50 per note.
Key risks: Credit exposure to Citigroup entities, principal-at-risk beyond the 40 % buffer, no secondary-market listing, no participation in equity upside or dividends, single-stock concentration, and valuation drag from sizable upfront fees.
Citigroup Global Markets Holdings has issued Autocallable Barrier Securities linked to the S&P 500® Index, due June 23, 2028. Key features include:
- Principal Amount: $1,000 per security with total offering of $2,637,000
- Automatic Early Redemption: If S&P 500 closes at or above initial value (5,967.84) on June 26, 2026, securities redeem for $1,080
- Maturity Payment Structure: - If final index value ≥ initial value: Principal + greater of (34% premium or index appreciation) - If final index value ≥ 90% barrier (5,371.056): Principal protected - If below barrier: 1:1 loss with index decline
- Key Risks: No interest payments, potential total loss of principal, limited liquidity, credit risk of Citigroup
The estimated value ($961.40) is below issue price ($1,000), with CGMI receiving $22.50 underwriting fee per security. These structured notes offer conditional downside protection with upside participation in S&P 500 performance.
Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Contingent Coupon Equity Linked Securities tied to the S&P 500® Index, due October 1, 2026. The securities offer potential periodic contingent coupon payments at an annualized rate of at least 6.50%.
Key features include:
- Stated principal amount of $1,000 per security
- Contingent coupon payments subject to the S&P 500 closing above 75% of initial value
- Automatic early redemption if index closes at or above initial value on specified dates
- 15% downside buffer at maturity
- Risk of principal loss if index falls below buffer level
Notable risks include potential loss of principal, no guaranteed coupon payments, and limited liquidity. The estimated value ($941.50 per security) is less than the issue price, reflecting underwriting fees and hedging costs. All payments are subject to Citigroup's credit risk.
Citigroup Global Markets Holdings has issued $2.417 million in Dual Directional Buffer Securities linked to the Nasdaq-100 Index, due July 9, 2026. These structured notes, fully guaranteed by Citigroup Inc, offer unique investment characteristics:
Key features include:
- $1,000 stated principal amount per security
- 1-to-1 upside participation up to a maximum return of 14.70%
- 10% downside buffer protection
- Potential positive returns in both up and down markets within specified ranges
- No periodic interest payments
The securities' payment at maturity depends on the Nasdaq-100 Index performance. If the index declines more than 10%, investors face leveraged downside exposure, potentially losing significant principal. The estimated value per security is $983.40, below the issue price, reflecting CGMI's pricing models and internal funding rate. Trading may be limited as securities won't be listed on any exchange.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue Autocallable Contingent Coupon Equity-Linked Securities maturing 30 June 2028. Each $1,000 note references the worst performer among Alphabet Inc., Amazon.com, Inc. and Apple Inc. On every quarterly valuation date, investors will receive a coupon of at least 2.9375 % (≥11.75 % p.a.) provided the worst performer closes at or above its Coupon Barrier, fixed at 55 % of its initial value.
The same observation dates double as potential autocall dates. If the worst performer closes at or above its initial level, the note is automatically redeemed early at $1,000 plus that period’s coupon, which can cap total yield if the underlyings rally. Eleven potential autocall dates span from 29 Sept 2025 through 27 Mar 2028.
If the note is not called, principal repayment depends on the Final Barrier (also 55 % of initial). A final value at or above the barrier returns full principal; a value below the barrier delivers $1,000 multiplied by the worst performer’s return, exposing investors to 1-for-1 downside and potential total loss.
The securities are unsecured and unsubordinated obligations of Citigroup Global Markets Holdings Inc. and carry Citigroup Inc. credit risk. They will not be listed, limiting secondary liquidity. Pricing is expected on 27 June 2025, settlement on 2 July 2025. Estimated value is ≥$912.50 (≈91.3 % of issue price); CGMI will earn up to a 2 % underwriting fee. Investors forgo dividends and any equity upside beyond the fixed coupons and must read the accompanying risk factors.
Citigroup Global Markets has issued $4.927 million in Autocallable Phoenix Securities linked to CyberArk Software shares, due July 9, 2026. The securities offer contingent coupon payments of 3.675% with potential for early redemption.
Key features include:
- Initial share price: $383.05 with coupon/final barrier price at $248.983 (65% of initial)
- Automatic early redemption if CyberArk shares close above initial price on interim valuation dates
- At maturity, investors receive full principal plus coupon if final share price ≥ barrier price
- Risk of significant losses if final share price falls below barrier, with no downside protection
The estimated value is $985.80 per security, below the $1,000 issue price. The securities are unsecured obligations guaranteed by Citigroup Inc., with CGMI receiving a $10.00 underwriting fee per security. Investors face credit risk and potential illiquidity, with no participation in underlying share appreciation or dividends.
Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Phoenix Securities linked to Microsoft Corporation (MSFT) stock, due July 2026. Key features include:
- Structure: Contingent coupon notes with potential early redemption features and downside risk
- Coupon Rate: 2.5875% contingent on MSFT stock price remaining above 85% of initial price
- Principal Protection: 15% buffer against losses, but no minimum payment guarantee at maturity
- Early Redemption: Automatic call if MSFT closes at or above initial price on any interim valuation date
- Estimated Value: At least $937.50 per $1,000 principal amount
The securities offer higher potential yield compared to conventional debt but expose investors to significant risks including potential loss of principal, missed coupon payments, and early redemption. All payments are subject to Citigroup's credit risk and the securities will not be listed on any exchange.
Citigroup Global Markets Holdings has issued $4.99 million in Autocallable Phoenix Securities linked to ASML Holding N.V. shares, due July 9, 2026. The securities, guaranteed by Citigroup Inc., offer potential contingent coupon payments at a 3.60% annualized rate.
Key features include:
- Initial share price: $756.53 with coupon and final barrier price at $491.745 (65% of initial)
- Automatic early redemption if ASML shares close above initial price on interim valuation dates
- Contingent coupon payments only if share price stays above barrier price
- Risk of significant principal loss if final share price falls below barrier price
The estimated value of $985.50 per security is below the $1,000 issue price. Citigroup Global Markets Inc. receives a $10.00 underwriting fee per security. The securities are not listed on any exchange and carry credit risk of both issuers.