Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., has filed a Free Writing Prospectus for principal-at-risk Market-Linked Securities linked to an equally weighted basket of Amazon, Microsoft and NVIDIA. The notes will be priced on 30 July 2025, issued on 4 August 2025 and mature on 4 August 2027.

Key economic terms

• Stated principal: $1,000 per note; denominations in integral multiples of $1,000.
• Participation rate: 125% of any positive basket return, subject to a maximum return of at least 32% (≥ $320 per note) to be fixed on the pricing date.
• Downside protection: 15% fixed buffer; investors bear 1-for-1 losses if the basket declines by more than 15% at maturity, up to an 85% loss of principal.
• Threshold value: 85% of the starting value (starting value = 100).
• No periodic coupons; maturity payment depends solely on basket performance on the calculation day (30 July 2027).
• Estimated value on the pricing date expected at ≈ $915.50 (≈ 91.6% of issue price), reflecting dealer models and internal funding rate.
• Agent discount: up to 2.825%; selling concession to dealers of 2.00% and distribution expense fee to WFA of 0.075%.
• CUSIP/ISIN: 17333LCU7 / US17333LCU70; the notes will not be listed on any exchange.

Investor considerations & risks

• No interest or dividend payments and capped upside.
• Return and principal depend on a single-day observation; interim market value may differ materially.
• Credit exposure to Citigroup Global Markets Holdings Inc. and Citigroup Inc.; repayment relies on issuer and guarantor creditworthiness.
• Estimated value is below public offering price; secondary market prices, if any, may be lower and influenced by dealer compensation and hedging.
• Product is complex, not FDIC-insured, and intended for investors who understand equity correlation, structured-product valuation and issuer credit risk.

Investors should review the preliminary pricing supplement, product supplement, prospectus supplement and prospectus for complete terms and risk factors before investing.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is issuing $2.259 million of unsecured, unsubordinated Trigger Step Securities linked to the FTSE® China 50 Index (XIN0I). The notes trade on 26 Jun 2025, settle 30 Jun 2025 and mature 1 Jul 2030.

Key payoff mechanics:

• Step return: If the final index level ≥ initial level (the “step barrier”), holders receive principal plus the greater of (i) the actual index return or (ii) a fixed 55 % return.
• Contingent principal protection: If the final level is < initial but ≥ 75 % of initial (the “downside threshold”), principal is repaid with no positive return.
• Full downside: If the final level falls below the downside threshold, repayment is reduced 1-for-1 with the index decline, exposing investors to up to 100 % loss.

No coupons or dividends are paid during the 5-year term. Issue price is $10.00 per note; estimated value is $9.277, implying an initial value shortfall of 7.2 %. Underwriting discount is $0.35 per note; proceeds to issuer are $9.65. The securities are not listed on any exchange, may be illiquid, and all payments depend on the credit of the issuer and guarantor.

Minimum purchase is 100 notes. Investors should review the accompanying product, underlying and prospectus supplements for detailed risk factors, market-disruption and index-substitution provisions.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, senior autocallable securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER. The $1,000 face-value notes price on 25 June 2025, settle on 30 June 2025, and mature on 6 July 2035 unless automatically redeemed earlier.

Structure & cash flows: The notes pay no coupons. Beginning with the first valuation date on 1 July 2026, if the index closes at or above its initial level (428.6448), investors receive a call payment equal to principal plus a pre-set premium that escalates from 19.6 % (Year 1) to 196 % (final valuation). Once called, the notes terminate and no further payments accrue.

If not called, final redemption depends on index performance on 2 July 2035: (i) at or above the 60 % barrier (257.187), holders receive principal plus the 196 % premium; (ii) below the barrier, repayment equals principal plus the full downside participation of the index, exposing investors to 100 % downside beyond the initial level.

Key risks & economics: • Principal at risk; investors can lose their entire investment. • The underlying index’s 6 % annual decrement and futures-based methodology historically trail the S&P 500, increasing barrier breach probability. • The estimated value is $867.60, 13.2 % below the $1,000 issue price, reflecting dealer margins and funding costs. • Liquidity is limited—no exchange listing—and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. • Underwriting fee is $50 per note (5 %).

The offering is made under Registration Statements 333-270327 and 333-270327-01 and has not been approved or disapproved by the SEC.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol: C), has filed a Rule 424(b)(2) pricing supplement for $1,915,000 in Medium-Term Senior Notes, Series N. These three-year, unsecured Buffer Securities are linked to the worst performer among the Global X Copper Miners ETF, iShares Silver Trust and SPDR Gold Trust and will not pay coupons or dividends.

Key economic terms include: (1) Stated principal of $1,000; (2) Upside participation rate of 137 % on any positive return of the worst-performing underlying; (3) 10 % downside buffer; losses beyond the buffer reduce principal 1 % for every 1 % decline below the 10 % threshold; (4) Valuation date 26 Jun 2028 and maturity 28 Jun 2028; (5) No exchange listing; secondary liquidity, if any, will be limited.

The issue is offered at $1,000 but the bank’s model-based estimated value is $890.80, reflecting embedded distribution fees ($35 per note) and Citigroup’s internal funding spread. Total underwriting fees equal $67,025. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and its parent guarantor, Citigroup Inc.

Investors obtain leveraged commodity-metals exposure and a modest downside buffer, but must forgo dividends, accept issuer credit risk, and face potential capital loss if the worst performing ETF falls more than 10 %. The filing contains typical structured-note risk factors, including liquidity constraints, model risk in valuation, and conflicts arising from hedging by the underwriter.