Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has issued $2.485 million in Autocallable Phoenix Securities linked to CrowdStrike Holdings (CRWD) stock, due June 28, 2029. These structured notes offer potential contingent coupon payments of 3.025% per payment period, subject to underlying stock performance.

Key features include:

• Securities will automatically redeem if CRWD's stock price equals or exceeds the initial price of $494.09 on any interim valuation date
• Contingent coupon payments only occur if stock price stays above barrier price of $296.454 (60% of initial price)
• Principal protection until final barrier price of $296.454; below this, investors face direct exposure to CRWD stock losses
• Estimated value of $967.60 per security is below issue price of $1,000, reflecting embedded costs

The offering includes a $25.00 underwriting fee per security, with J.P. Morgan Securities acting as placement agent. These securities carry credit risk from both Citigroup Global Markets Holdings and Citigroup Inc. as guarantor.

Citigroup Global Markets Holdings has issued $203,000 in Autocallable Market-Linked Securities tied to the Citi Dynamic Asset Selector 5 Excess Return Index, due June 30, 2032. These unsecured debt securities, guaranteed by Citigroup, offer potential automatic early redemption with premiums ranging from 7% to 42% if index performance meets threshold levels.

Key features include:

• No regular interest payments
• Automatic early redemption if index exceeds premium thresholds on valuation dates
• 100% upside participation rate at maturity if not called early
• Principal protection at maturity if index doesn't appreciate

The underlying index dynamically allocates between S&P 500 futures and 10-year Treasury futures based on market regime signals. The estimated value per security is $915.70, below the $1,000 issue price. CGMI receives an underwriting fee of up to $42.50 per security. Investors face credit risk from both Citigroup entities and potential limited liquidity.

Citigroup Global Markets Holdings has filed a pricing supplement for Market-Linked Securities tied to the Dow Jones Industrial Average, due March 30, 2028. The offering consists of unsecured debt securities with a stated principal amount of $1,000 per security and total offering size of $833,000.

Key features include:

• No regular interest payments
• 100% upside participation rate up to a maximum return of 16% ($160 per security)
• Principal protection if the index declines
• Initial underlying value: 42,982.43

Notable risks include credit risk of Citigroup, limited liquidity due to no exchange listing, capped upside potential, and no dividend payments. The estimated value of each security ($962.90) is less than the issue price, with CGMI receiving an underwriting fee of up to $22.50 per security. The securities are suitable only for investors who understand the complex risks involved and do not require current income.

Citigroup Global Markets Holdings has issued Buffered Digital Securities linked to the Dow Jones Industrial Average, due October 5, 2026. The securities, fully guaranteed by Citigroup, offer a unique investment structure with the following key features:

The securities, priced at $1,000 per unit, provide:

• A fixed 9.10% digital return if the DJIA is at or above the initial value of 42,982.43 at maturity
• A 10% buffer against initial losses in the underlying index
• 1:1 downside exposure beyond the buffer zone

Notable terms include no periodic interest payments, no upside participation beyond the digital return, and no dividend payments. The estimated value of $976.30 per security is below the issue price, reflecting selling, structuring, and hedging costs. Total offering size is $761,000 with CGMI receiving an underwriting fee of up to $20.50 per security. These securities involve significant risks including potential loss of principal and limited liquidity as they will not be listed on any exchange.

Citigroup Global Markets Holdings is offering Autocallable Securities linked to the performance of the Russell 2000® Index and S&P 500® Index, due June 28, 2030. Key features include:

• Principal amount: $1,000 per security with total offering of $2,006,000
• No regular interest payments
• Automatic early redemption feature if worst performing index meets threshold
• Premium payment potential ranging from 8.00% to 40.00% based on redemption date
• Downside risk: If worst performing index falls below 65% barrier at maturity, investors lose 1% for every 1% decline

Notable risks include: no guaranteed principal protection, credit risk of Citigroup, no dividend participation, and limited liquidity. The estimated value ($945.50) is less than the issue price, with CGMI receiving an underwriting fee of up to $41.50 per security. Securities are not bank deposits and not FDIC insured.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering Autocallable Securities linked to the newly created S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER. The notes are part of the bank’s medium-term senior unsecured debt program (Form 424B2, Series N) and will be issued on 30 June 2025 with a scheduled maturity of 28 June 2030, unless automatically redeemed earlier.

Key economics

• Issue size: $143,000 (143 notes × $1,000 principal).
• Issue price: $1,000; estimated value: $899.30 (≈10% issuance premium reflecting dealer spread and hedging costs).
• Initial underlying value: 520.5599; final barrier: 50% of initial (260.28).
• Premium schedule: starts at 21.30% (1-yr) and rises quarterly to 106.50% at the final valuation date.
• Automatic early redemption: occurs if on any of 55 quarterly valuation dates the index closes ≥ initial level; investor receives principal plus the applicable premium three business days later.
• At maturity (if not called):
  • Index ≥ initial: principal + 106.5% premium (max return ≈ 106.5%).
  • Index between initial and barrier: return of principal only.
  • Index < barrier: unprotected downside 1:1; investor can lose up to 100% of investment.

Underlying index mechanics

• Tracks leveraged exposure (0-5×) to the S&P 500 Futures Excess Return Index, targeting 40% volatility.
• 6% annual decrement and embedded financing cost drag on performance.
• Launched May 2024; pre-launch data are hypothetical back-tests.

Investor considerations

• No coupon or current income; return limited to fixed premiums.
• Credit risk of Citigroup Inc. and its subsidiary; notes are senior unsecured obligations.
• Liquidity: no exchange listing; secondary market, if any, solely at dealer’s discretion and likely below issue price.
• Complex underlying may underperform the S&P 500 Index due to leverage timing, financing cost and decrement.
• U.S. tax: treated as prepaid forward contract (opinion of Davis Polk); treatment uncertain.

These securities suit investors who 1) have a moderately bullish view on the index, 2) can tolerate full principal loss, 3) desire potential double-digit premiums in lieu of equity participation, and 4) are comfortable with elevated product complexity and limited liquidity.

Citigroup announces the offering of Callable Fixed Rate Notes due June 30, 2028 with key terms:

• Principal amount: $1,000 per note with total issue size of $10,996,000
• Fixed interest rate: 4.75% per annum, paid semi-annually
• Callable feature: Citigroup can redeem notes starting June 30, 2026 on quarterly redemption dates
• Issue price: $1,000 per note with $3.00 underwriting fee

Key risks include: early redemption limiting interest accrual, market interest rate impacts on redemption likelihood, longer-term investment risks, credit risk of Citigroup, and limited secondary market liquidity as notes won't be listed on exchanges. CGMI will make secondary market but may suspend/terminate without notice. Notes are unsecured senior debt obligations subject to Citigroup's credit risk.