Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Securities linked to the Energy Select Sector SPDR Fund (XLE). Each note has a $1,000 face amount, prices on 30-Jun-2025 and, unless earlier redeemed, matures on 06-Jul-2028.

Autocall mechanics: the notes are automatically redeemed (plus premium) if on any of the first two valuation dates the XLE closing price is at or above the initial value of $84.81. Premiums are fixed at 12.5 % (2026) or 25 % (2027). If not called, at maturity investors receive: (i) principal + 37.5 % premium if XLE ≥ initial value; (ii) principal only if XLE is between 70 % and 100 % of the initial value; (iii) a loss matching the downside of XLE (1-for-1) if XLE falls below the 70 % barrier ($59.367). The notes pay no coupons, are not listed, and carry issuer and guarantor credit risk.

Economics & fees: issue price $1,000 vs. estimated value $955.30 (-4.5 %), reflecting up to $22.50 underwriting fee and hedging costs; gross proceeds are $278,588 on a small $285,000 issuance. No secondary-market maker is obligated to support liquidity and any bid will reflect a concession and credit spread.

Key risks highlighted by the issuer include

• Potential 100 % principal loss if XLE drops <70 % of initial level at final valuation
• Limited upside capped at fixed premiums, no participation in XLE dividends or further appreciation
• Concentrated exposure to the energy sector, subject to commodity price volatility and regulatory changes
• Credit risk of Citigroup entities and lack of listing/liquidity

The structure suits investors willing to trade liquidity, dividends and upside for defined premiums and conditional protection, and who accept sector-specific and credit risks.

BP p.l.c. (NYSE:BP) filed its 2024 Form SD under SEC Rule 13q-1, disclosing $24.8 billion in cash and in-kind payments to governments for extractive activities. The report, prepared under the UK “Reports on Payments to Governments” regime, details seven payment categories across 17 countries and more than 40 individual projects.

• Geographic concentration: Five jurisdictions accounted for 87 % of total payments: Azerbaijan ($11.5 bn), United Arab Emirates ($5.0 bn), Oman ($3.1 bn), Indonesia ($0.95 bn) and the UK ($1.07 bn).
• Payment mix: Production entitlements ($13.6 bn, 55 %) and taxes ($8.9 bn, 36 %) dominated, while royalties ($1.4 bn) and bonuses/fees/infrastructure made up the balance. No reportable dividends were paid.
• Project hot-spots: • Azeri-Chirag-Gunashli & related assets in Azerbaijan delivered $7.9 bn in payments. • ADCO Onshore (UAE) generated $5.0 bn in taxes/fees. • Khazzan (Oman) contributed $3.1 bn, largely in kind (condensate & gas). • Tangguh (Indonesia) added $951 m.
• Cash-flow impact: Refunds related to prior-year tax loss carry-backs produced negative tax lines in the UK (–$25 m) and US (–$135 m), modestly benefiting 2024 cash flow.
• Governance & ESG relevance: The filing satisfies both SEC and UK transparency requirements and reinforces BP’s public stance on revenue transparency, a key metric for ESG-focused investors.

Because the disclosure is regulatory rather than operational, it does not alter earnings guidance; however, it highlights BP’s fiscal exposure to commodity-producing nations, many of which carry elevated geopolitical or regulatory risk.

Citigroup Global Markets Holdings Inc. is issuing $4.582 million of unlisted, 15-month Enhanced Trigger Jump Securities that reference West Texas Intermediate (WTI) light sweet crude oil front-month futures (Bloomberg: CL1). The $1,000-denominated notes are senior, unsecured obligations of the issuer and are fully and unconditionally guaranteed by Citigroup Inc.; however, investors bear the full credit risk of both entities.

Return profile

• Fixed upside: At maturity on 5 Oct 2026, holders receive par plus a fixed $135 payment (13.50%) if the final WTI futures price is ≥ $48.833 (75% of the initial $65.11 reference level).
• Contingent downside: If the final price is below the trigger, redemption equals $1,000 + ($1,000 × commodity return). Every 1% drop beyond –25% reduces principal 1-for-1; no floor, so total loss is possible.

Structural terms

• Pricing date: 30 Jun 2025  |  Issue date: 3 Jul 2025  |  Valuation date: 30 Sep 2026
• Estimated value: $937.50 (6.3% below issue price) based on CGMI models and internal funding rate.
• Fees: $22.50 underwriting fee per note, of which $17.50 is selling concession and $5.00 structuring fee to Morgan Stanley Wealth Management.
• Not listed; secondary liquidity, if any, will be solely through CGMI on a best-efforts basis and may cease at any time.
• Early redemption right in the event of a Commodity Hedging Disruption Event; payout equals a model-based fair value, likely below par.

Key risks

• No periodic coupons; limited to a single fixed payment cap of 13.5%.
• Principal at risk beyond a 25% decline in WTI; high historical volatility and possibility of negative futures prices.
• Issue price exceeds estimated value; investors pay embedded distribution/hedging costs.
• Credit exposure to Citigroup; no FDIC insurance.
• Potential illiquidity and wide bid-ask spreads; notes will not qualify for CFTC protections.

These securities suit investors with a moderately bullish to neutral view on WTI over 15 months, a willingness to sacrifice upside above 13.5%, and tolerance for full principal loss and issuer credit risk.

Citigroup Global Markets Holdings Inc. is issuing $4.582 million of unlisted, 15-month Enhanced Trigger Jump Securities that reference West Texas Intermediate (WTI) light sweet crude oil front-month futures (Bloomberg: CL1). The $1,000-denominated notes are senior, unsecured obligations of the issuer and are fully and unconditionally guaranteed by Citigroup Inc.; however, investors bear the full credit risk of both entities.

Return profile

• Fixed upside: At maturity on 5 Oct 2026, holders receive par plus a fixed $135 payment (13.50%) if the final WTI futures price is ≥ $48.833 (75% of the initial $65.11 reference level).
• Contingent downside: If the final price is below the trigger, redemption equals $1,000 + ($1,000 × commodity return). Every 1% drop beyond –25% reduces principal 1-for-1; no floor, so total loss is possible.

Structural terms

• Pricing date: 30 Jun 2025  |  Issue date: 3 Jul 2025  |  Valuation date: 30 Sep 2026
• Estimated value: $937.50 (6.3% below issue price) based on CGMI models and internal funding rate.
• Fees: $22.50 underwriting fee per note, of which $17.50 is selling concession and $5.00 structuring fee to Morgan Stanley Wealth Management.
• Not listed; secondary liquidity, if any, will be solely through CGMI on a best-efforts basis and may cease at any time.
• Early redemption right in the event of a Commodity Hedging Disruption Event; payout equals a model-based fair value, likely below par.

Key risks

• No periodic coupons; limited to a single fixed payment cap of 13.5%.
• Principal at risk beyond a 25% decline in WTI; high historical volatility and possibility of negative futures prices.
• Issue price exceeds estimated value; investors pay embedded distribution/hedging costs.
• Credit exposure to Citigroup; no FDIC insurance.
• Potential illiquidity and wide bid-ask spreads; notes will not qualify for CFTC protections.

These securities suit investors with a moderately bullish to neutral view on WTI over 15 months, a willingness to sacrifice upside above 13.5%, and tolerance for full principal loss and issuer credit risk.

On 1 July 2025, Graham Holdings (GHC) director Christopher C. Davis purchased 28 Class B common shares under the company’s Director Share Purchase Program. The shares were acquired at an average price of $954.49, increasing Davis’s direct holding to 5,518 shares.

The transaction is coded “A” (acquisition) on SEC Form 4 and reflects routine compensation conversion rather than an open-market buy. No derivative securities were involved, and there were no dispositions. While the share count is modest, the filing indicates continued insider ownership alignment without any negative governance flags.

Shore Bancshares, Inc. (SHBI) Form 4 highlights: EVP & Chief Legal Officer Andrea E. Colender reported the conversion of 995 restricted stock units (RSUs) into an equal number of common shares on 01-Jul-2025 (Transaction Code M). The RSUs vested at no cash cost, increasing her direct share ownership to 26,972 shares. An additional 3,292 shares are held indirectly in an IRA. Following the transaction, Colender still holds 6,156 unvested RSUs scheduled to vest between 2026-2028. The filing represents a routine equity grant vesting rather than an open-market purchase, but it modestly raises insider equity alignment.

Citigroup Global Markets Holdings Inc. is offering Autocallable Contingent Coupon Equity-Linked Securities tied to NVIDIA Corporation (NVDA) with a scheduled maturity of 6 July 2028. The notes are senior unsecured obligations of the issuer and are fully and unconditionally guaranteed by Citigroup Inc. They combine a high potential income stream with material downside and liquidity risks.

• Coupon mechanics: Investors receive a contingent coupon of 3.3125 % per quarter (13.25 % p.a.) only if NVDA’s closing price on the relevant valuation date is at or above the coupon barrier (60 % of the initial level, $94.794). No coupon is paid for that period if the barrier is breached.
• Autocall feature: Beginning 30 Sep 2025 and on each subsequent quarterly valuation date up to 30 Mar 2028, the notes will be automatically redeemed at par plus the coupon if NVDA’s closing price is at or above the initial underlying value ($157.99). Early redemption truncates potential future coupons.
• Principal repayment: • If the notes are not called and the final underlying value (30 Jun 2028) is ≥ the final barrier (60 % of initial), principal is repaid in full.
  • If the final value is < the barrier, holders incur a 1-for-1 downside exposure and may lose up to 100 % of principal.
• Issue economics: • Issue price: $1,000 per note.
  • Estimated value: $965.30, indicating embedded costs of roughly 3.5 %.
  • Underwriting fee: up to $20 (2 %) per note; proceeds to issuer $980.
  • Notes will not be listed; secondary liquidity depends solely on CGMI.
• Key dates: Pricing 30 Jun 2025; issue 3 Jul 2025; quarterly valuation/ payment schedule; maturity 6 Jul 2028.
• Credit exposure: Payments depend on the creditworthiness of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Tax & withholding: Intended treatment as prepaid forward contract with ordinary income coupon; non-U.S. holders subject to 30 % withholding; Section 871(m) deemed not applicable.

Investment profile: The product targets yield-seeking investors willing to assume single-stock downside risk and early-call uncertainty. Prospective buyers should be comfortable with:

• High volatility of NVDA shares and the possibility of missing multiple coupons.
• Lack of upside participation beyond the fixed coupons.
• Potential loss of principal if NVDA declines ≥40 % from initial level at final valuation.
• Limited or no secondary market and valuations below issue price in early life.

Compared with conventional Citi senior debt of similar tenor, buyers exchange unconditional coupons and principal protection for a higher conditional yield linked to NVDA performance.

Marvell Technology, Inc. (MRVL) – Form 144 filing overview

The filing discloses a proposed sale of 78,209 common shares of Marvell Technology, Inc. through Northern Trust Securities Inc. on or about 07 / 02 / 2025. The aggregate market value of the planned transaction is $5.47 million, based on the market price at the time of the notice. Relative to Marvell’s ~862.2 million shares outstanding, the sale represents roughly 0.009 % of total common shares, indicating a limited dilution or market-supply effect.

The securities being sold were acquired between 2016-2025 as non-cash compensation for services rendered. No prior sales have been reported by the filer in the last three months, and the filer certifies that they possess no undisclosed material adverse information about the company.

Key details

• Form type: 144 – Notice of Proposed Sale under Rule 144
• Broker: Northern Trust Securities Inc., Phoenix, AZ
• Class: Common shares listed on NASDAQ
• Aggregate value: $5.47 million
• Shares outstanding: ~862.2 million
• Relationship to issuer: Not specified (shares earned as compensation)

The filing is procedural and signals a forthcoming insider transaction but does not provide operational or financial performance data. Given the small proportion of shares relative to float, the market impact is expected to be limited unless accompanied by further insider activity or negative news flow.

Marvell Technology, Inc. (MRVL) – Form 144 filing overview

The filing discloses a proposed sale of 78,209 common shares of Marvell Technology, Inc. through Northern Trust Securities Inc. on or about 07 / 02 / 2025. The aggregate market value of the planned transaction is $5.47 million, based on the market price at the time of the notice. Relative to Marvell’s ~862.2 million shares outstanding, the sale represents roughly 0.009 % of total common shares, indicating a limited dilution or market-supply effect.

The securities being sold were acquired between 2016-2025 as non-cash compensation for services rendered. No prior sales have been reported by the filer in the last three months, and the filer certifies that they possess no undisclosed material adverse information about the company.

Key details

• Form type: 144 – Notice of Proposed Sale under Rule 144
• Broker: Northern Trust Securities Inc., Phoenix, AZ
• Class: Common shares listed on NASDAQ
• Aggregate value: $5.47 million
• Shares outstanding: ~862.2 million
• Relationship to issuer: Not specified (shares earned as compensation)

The filing is procedural and signals a forthcoming insider transaction but does not provide operational or financial performance data. Given the small proportion of shares relative to float, the market impact is expected to be limited unless accompanied by further insider activity or negative news flow.