Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has issued Callable Equity Linked Securities tied to the performance of three major indices: Nasdaq-100, Russell 2000, and S&P 500, due December 24, 2026. The securities offer an attractive 7.80% annual coupon rate but come with significant risks.

Key features include:

• Principal amount: $1,000 per security
• Monthly coupon payments of 0.65%
• Callable by issuer monthly from June 2026 to November 2026
• Final barrier value set at 65% of initial index values

Notable risks: Investors may lose significant principal if any index falls below its barrier value at maturity. Payment is determined by the worst-performing index. The estimated value ($983.70) is less than the issue price. Securities are subject to Citigroup's credit risk and may have limited liquidity. Total offering size is $520,000 with CGMI receiving up to $6.50 per security in underwriting fees.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Enhanced Barrier Digital Securities linked to the common stock of Stanley Black & Decker, Inc. (SWK). The notes are unsecured, senior obligations with a $1,000 stated principal amount, priced on 20 Jun 2025, issued on 25 Jun 2025, and maturing on 23 Jul 2026. They pay no coupons and are not listed on any exchange.

Return profile:

• If the final underlying value is ≥ $38.73 (60% of the initial value of $64.55), investors receive $1,140 (principal + fixed digital return of 14%).
• If the final value is < $38.73, investors receive 15.49187 shares of SWK (or cash equivalent). This exposes holders to the full downside of SWK; the redemption value could be significantly below par and may be zero.

Key structural features:

• Initial underlying value: $64.55; Barrier: $38.73.
• Estimated value at pricing: $978.80 (≈ 97.9% of issue price), reflecting dealer margin and funding cost.
• Underwriting fee: up to $11 (1.1%) per note; selling concession $10; structuring fee up to $1.
• Credit exposure to both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; product is not FDIC-insured.

Investor trade-offs:

• Upside cap: maximum total return is 14%, even if SWK appreciates substantially.
• Downside risk: 1-to-1 share exposure below the 60% barrier; potential complete loss of principal.
• No dividends: investors forgo SWK dividend yield during the 13-month term.
• Liquidity: no exchange listing; secondary market, if any, will be limited and at issuer’s discretion.

Overall, the note suits investors who are moderately bullish-to-neutral on SWK over the next year, seek a defined payoff, and accept both issuer credit risk and the possibility of significant capital loss below the 60% barrier.

Citigroup Global Markets Holdings has announced Autocallable Securities linked to the performance of the Nasdaq-100 Index, S&P 500 Index, and VanEck Semiconductor ETF, due June 25, 2030. The securities, with a stated principal amount of $1,000 per unit, offer potential automatic early redemption with premiums ranging from 10.20% to 51.00%.

Key features include:

• No regular interest payments
• Automatic early redemption if worst-performing underlying meets or exceeds initial value on valuation dates
• 60% downside protection barrier at maturity
• Full principal loss possible if worst-performing underlying falls below barrier

Initial underlying values are set at: Nasdaq-100 (21,626.39), S&P 500 (5,967.84), and VanEck Semiconductor ETF ($260.27). The estimated value per security is $916.80, below the issue price of $1,000. The offering includes an underwriting fee of up to $41.25 per security to CGMI.

Citigroup Global Markets Holdings has issued Callable Contingent Coupon Equity Linked Securities tied to the performance of three major indices: Dow Jones Industrial Average, Nasdaq-100, and Russell 2000. The securities, due May 26, 2026, offer potential periodic contingent coupon payments at 10.35% per annum.

Key features include:

• Principal amount: $1,000 per security with total offering of $950,000
• Contingent coupon payment of 0.8625% monthly if worst-performing underlying is above its barrier value
• 70% downside protection barrier for all three indices
• Callable by issuer on specified dates starting September 2025
• Risk of principal loss if worst-performing index falls below barrier at maturity

The estimated value of each security is $985.20, below the issue price of $1,000. The securities are not bank deposits and carry credit risk of both Citigroup Global Markets Holdings and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Contingent Income Auto-Callable Securities (medium-term senior notes, Series N) that mature in December 2028 and are linked to the common stock of Amgen Inc. (AMGN). The $1,000-denominated notes pay a quarterly contingent coupon of 2.625% (10.50% p.a.) whenever, on the relevant valuation date, AMGN’s closing price is at or above 70 % of the initial share price (the “downside threshold”). Missed coupons can be caught up in a future quarter if the threshold is subsequently met, but lapse permanently if it is not met again before maturity.

The notes include an automatic early-redemption feature: beginning approximately three months after issuance, if AMGN’s closing price on any potential redemption date is at or above the initial share price, each note is redeemed for $1,000 plus the then-due coupon (plus any unpaid coupons). If not called early, holders receive at maturity:

• $1,000 plus the final coupon if AMGN closes at or above the 70 % threshold, or
• $1,000 + ($1,000 × share return) if AMGN is below the threshold—exposing investors to a 1-for-1 downside, with repayment potentially falling to 0 % of principal.

Key structural parameters (to be fixed on the June 26 2025 pricing date) include the initial share price, the numerical downside threshold (70 % of initial), and the estimated value (expected ≥ $916.50, < issue price). The notes are unsecured and unsubordinated obligations of the issuer and rank pari passu with Citi’s other senior debt.

Fees & valuation: Issue price = $1,000; underwriting fee = $25; selling concession = $20; Morgan Stanley structuring fee = $5. Estimated value is based on Citi’s proprietary models using its internal funding rate and will be lower than the issue price. No exchange listing is planned; secondary liquidity, if any, will be provided solely on a best-efforts basis by Citigroup Global Markets Inc. and may include a three-month temporary bid-price premium that decays to zero.

Principal risks highlighted include full downside exposure below the 70 % barrier, coupon contingency, early-call reinvestment risk, credit risk of Citi/Citigroup, limited liquidity, model-driven estimated value, potential conflicts of interest in hedging and price determination, and uncertain U.S. tax treatment (pre-paid forward characterization, possible 30 % withholding for non-U.S. holders, and Section 871(m) considerations).

Target investors: income-seeking investors comfortable with equity downside risk, credit risk, limited liquidity and the possibility of losing all principal, in exchange for potentially above-market coupons.

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities due June 25, 2030, linked to the worst-performing of three underlying assets: Energy Select Sector SPDR Fund, Nasdaq-100 Index, and Russell 2000 Index.

Key features of the securities include:

• Stated principal amount of $1,000 per security with total offering of $5,267,000
• Potential 8.00% per annum contingent coupon payments, subject to underlying performance
• Automatic early redemption feature if worst-performing underlying exceeds initial value on observation dates
• Risk of principal loss if worst-performing underlying falls below 60% of initial value at maturity
• Estimated value of $921.70 per security, below issue price, with $41.25 underwriting fee

Securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup Inc. Investors face credit risk and potential loss of principal, with no participation in underlying asset appreciation.

Offering overview: Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Medium-Term Senior Notes, Series N — Autocallable Contingent Coupon Equity-Linked Securities linked to the worst performing of the Dow Jones Industrial Average (initial 42,206.82) and the S&P 500 Dynamic Participation Index (initial 1,037.06).

Each US$1,000 note may pay a contingent coupon of 0.5625 % per quarterly observation (6.75 % p.a.) when the worst performer closes on or above 80 % of its initial level on the relevant valuation date. No coupon is paid for any period in which this barrier is breached.

The notes can be automatically redeemed at par plus the current coupon on any scheduled valuation date from 22 Jun 2026 onward if the worst performer is at or above its initial level. If not called, they mature on 25 Jun 2030.

Principal protection: At maturity investors receive par if the worst performer is at or above 85 % of its initial level (15 % buffer). Below that threshold, repayment is reduced 1-for-1 for losses beyond 15 %, exposing holders to significant downside.

Pricing & fees: Issue price US$1,000; estimated value US$941.70 (≈5.8 % discount). Underwriting fee up to US$37.50 (3.75 %). Total proceeds to issuer about US$3.55 million. The securities are unlisted, carry Citi credit risk and may have limited liquidity.

Investors do not receive dividends from either index and are exposed solely to the performance of the worst performer.