Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering unsecured, autocallable securities linked to the worst performing of the Dow Jones Industrial Average and the Russell 2000 Index. The notes have a $1,000 stated principal amount per security (total issue price $324,000.00), carry no interest, are not listed, and all payments are subject to the issuers’ credit risk. Underwriting fee is up to $35.00 per security (total $10,591.56), with proceeds to issuer of $313,408.44. The estimated value on the pricing date is $954.20 per security.

The notes may redeem early if, on a valuation date, the worst performing index is at or above its initial value, paying $1,000 plus a preset premium that steps from 7.00% (Oct 28, 2026) up to 21.00% (Oct 30, 2028). If held to maturity on Nov 2, 2028 and not previously redeemed: you receive $1,000 plus the final premium if the worst performer is at/above its initial value; $1,000 if it is below initial but at/above the 15.00% buffer; or a loss beyond the buffer on a 1-for-1 basis if it finishes below the buffer. Investors do not receive dividends and do not participate in index upside beyond the fixed premiums.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering Buffered Digital Securities linked to the Dow Jones Industrial Average with a total issue price of $465,000 at $1,000 per security, due February 4, 2027.

The notes pay no interest and return depends on index performance: if the final index value is at or above the initial value (47,706.37), holders receive $1,085 per note (the $85 digital return, or 8.50%, plus principal). If the index finishes below the initial but at or above the final buffer value (42,935.733, a 10% buffer), repayment is $1,000. Below the buffer, repayment is reduced 1% for each 1% decline beyond 10%.

The securities will not be listed and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on pricing is $977.80 per security versus the $1,000 issue price. Underwriting fees are up to $20.50 per security, with total underwriting of $9,532.50 and proceeds to issuer of $455,467.50. Key dates: pricing October 28, 2025, issue October 31, 2025, valuation February 1, 2027.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), filed a 424(b)(2) preliminary pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to NVIDIA Corporation, due May 11, 2027.

The securities pay a 3.4625% contingent coupon per period (equivalent to 13.85% per annum) on scheduled dates only if NVIDIA’s closing value on the prior valuation date is at or above the coupon barrier. The final barrier is set at 60% of the initial value. The notes are autocallable on specified dates if the closing value is at least the initial value, redeeming at $1,000 plus the coupon.

If not called, at maturity investors receive $1,000 if the final value is at or above the final barrier; otherwise, they receive a fixed number of NVIDIA shares (or, at the issuer’s election, cash) based on the equity ratio, which may be worth significantly less than principal. The notes are unsecured and subject to the credit risk of Citigroup and its guarantor, will not be listed, and may have limited liquidity. The issue price is $1,000 with a $15 underwriting fee and $985 proceeds per security. The issuer currently expects an estimated value of at least $930 on the pricing date.

Citigroup Global Markets Holdings Inc. is offering Callable Dual Directional Barrier Securities linked to the S&P 500 Futures Excess Return Index, fully and unconditionally guaranteed by Citigroup Inc. The notes have a $1,000 stated principal amount, price on November 21, 2025, and mature on November 26, 2030, unless redeemed earlier.

The issuer may call the notes on scheduled dates, paying $1,000 plus a preset premium (e.g., 8.75% on November 27, 2026). If held to maturity and final value ≥ initial value, you receive $1,000 plus the upside return at an upsight participation rate of at least 200%. If the index is down but ≥ 60% of the initial value, you receive $1,000 plus the absolute return. If the index finishes below 60% of the initial value, the payoff is $1,000 plus $1,000 × underlying return, which can be substantially less than principal.

The notes are not listed. Underwriting fee is up to $41.25 per note; minimum proceeds to issuer per note are $958.75. The estimated value on the pricing date is expected to be at least $881.50 per note, below the issue price. Investors will not receive dividends on the underlying. Tax counsel expects prepaid forward treatment, subject to uncertainty.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering callable barrier securities linked to the S&P 500 Futures Excess Return Index, due on November 26, 2030. Each note has a $1,000 stated principal and may be redeemed by the issuer on set dates for $1,000 plus a premium.

Potential redemption dates and premiums are: Nov 27, 2026: 13%; Nov 26, 2027: 26%; Nov 27, 2028: 39%; Nov 27, 2029: 52%. If held to maturity and not called: you receive $1,000 + return amount when the index rises (with an upside participation rate of at least 200%), $1,000 if the index is down but above the barrier, and $1,000 + ($1,000 × underlying return) if below the 60% barrier, which can lead to significant loss.

The notes are not listed. Per note economics: issue price $1,000; underwriting fee up to $41.25; proceeds to issuer $958.75. The issuer currently expects an estimated value of at least $882.50 per security on the pricing date. Pricing is Nov 21, 2025; issue date is Nov 26, 2025.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Barrier Securities linked to the S&P 500 Index, due December 2, 2026. The notes pay no interest and repay principal only under defined conditions. At maturity, holders receive: (i) $1,000 plus a return linked to the index at a 100% participation rate, capped by the maximum return at maturity (at least $112.50 per security), if the index is above its initial level; (ii) $1,000 if the index is at or below its initial level but at or above the final barrier value set at 80% of the initial level; or (iii) $1,000 plus $1,000 × the index return if below the barrier, which can result in a substantial loss, up to the entire investment.

The issue price is $1,000 per security, with an underwriting fee of up to $10 and per-security proceeds to the issuer of $990. The issuer expects an estimated value on the pricing date of at least $927 per security based on proprietary models and internal funding rates. The notes will not be listed, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Key dates: pricing November 25, 2025; issue December 1, 2025; valuation November 27, 2026.

Citigroup Global Markets Holdings Inc. plans to offer unsecured buffer securities linked to the S&P 500 Futures Excess Return Index, fully and unconditionally guaranteed by Citigroup Inc. The notes do not pay interest and repay based on index performance at maturity on November 29, 2030.

Each security has a $1,000 stated principal, an upside participation rate of at least 155%, and a 20% downside buffer. If the index falls beyond the buffer, repayment declines 1-for-1 with further losses. The underlying, a futures-based index, is expected to underperform the S&P 500 total return due to an implicit financing cost. The securities will not be listed and carry the credit risk of both the issuer and guarantor.

Issue price is $1,000 per security, with an underwriting fee of up to $11.25 and per-security proceeds to the issuer of $988.75. The issuer estimates the value on the pricing date to be at least $906.50 per security. Key dates: pricing November 25, 2025, issue December 1, 2025, valuation November 25, 2030.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index, and the S&P 500 Index, due November 26, 2027.

The notes pay a contingent coupon of at least 7.50% per annum (1.875% per period) only if, on each valuation date, the worst-performing index closes at or above its coupon barrier, set at 70% of its initial value. If not called, repayment of principal at maturity requires the worst performer to be at or above its final barrier (70% of initial); otherwise, principal is reduced one-for-one with the index decline, potentially to zero.

The issuer may call the notes on specified dates, returning $1,000 per security plus any due coupon. The securities are not listed and carry the credit risk of the issuer and guarantor. Per-security economics include a $1,000 issue price, up to $27.50 underwriting fee, proceeds to issuer of $972.50, and an estimated value of at least $897.50 on the pricing date.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, autocallable market-linked securities tied to the Citi Dynamic Asset Selector 5 Excess Return Index, due November 26, 2032. The notes pay no interest and may redeem early at set premiums if the Index meets rising threshold levels on scheduled valuation dates.

Each security is issued at $1,000, with an underwriting fee of $42.50 and per‑security proceeds to the issuer of $957.50. The estimated value on the pricing date is expected to be at least $878.00 per security. Early redemption premiums are at least 6.75%, 13.50%, 20.25%, 27.00%, 33.75% and 40.50% on annual dates from 2026 to 2031, provided the Index closes at or above threshold levels from 100.50% to 103.00% of the initial level. If not called, maturity return equals Index appreciation times a 100% participation rate; otherwise principal is repaid.

The Index targets 5% volatility, charges a 0.85% p.a. fee, and shifts between equity and Treasury futures. The securities will not be listed. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.