Citigroup Inc SEC Filings

Citigroup Global Markets Holdings is offering 13-Month Autocallable Securities linked to Eli Lilly and Company (LLY) stock, guaranteed by Citigroup. Key features include:

• Principal Amount: $1,000 per security
• Coupon Rate: Minimum 10.60% per annum, paid monthly
• Term: July 8, 2025 to August 13, 2026
• Automatic Early Redemption: Monthly after 6 months if LLY closes at or above initial value
• Downside Protection: 69% barrier level at maturity

If not automatically called and LLY closes below the 69% barrier at maturity, investors receive LLY shares (or cash equivalent) worth significantly less than principal. Notable risks include potential loss of principal, limited upside potential, credit risk of Citigroup, and limited secondary market liquidity. The securities offer high yield potential but expose investors to substantial downside risk in LLY stock performance.

Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Equity Linked Securities tied to Eli Lilly and Company, due August 13, 2026. The securities offer periodic coupon payments at approximately 10.60% per annum, with a stated principal amount of $1,000 per security.

Key features include:

• Automatic early redemption if the underlying stock closes at or above initial value on specified dates
• Risk of principal loss if final stock value falls below 69% of initial value
• Monthly coupon payments of at least 0.8833% of principal
• Full guarantee by Citigroup Inc.

Notable risks include potential significant loss of principal, limited liquidity, and credit risk of the issuer. The estimated value at pricing (minimum $921.50 per security) will be less than the issue price. CGMI will receive an underwriting fee of up to $21.50 per security and may profit from hedging activities. The securities will not be listed on any exchange.

Citigroup Global Markets Holdings has issued Callable Contingent Coupon Equity Linked Securities tied to the performance of the Nasdaq-100, Russell 2000, and S&P 500 indices, due June 28, 2028. The securities offer:

• Potential periodic contingent coupon payments at 10.25% per annum, paid only if the worst-performing underlying is above its coupon barrier
• Principal amount of $1,000 per security with total offering of $250,000
• 70% downside protection barrier for each underlying index
• Issuer callable feature on specified redemption dates

Key risks include: potential loss of principal if worst-performing index falls below 70% barrier, no guaranteed coupon payments, and credit risk of Citigroup. The estimated value of $982.00 per security is less than the issue price, with CGMI receiving a $7.50 underwriting fee per security. Securities are not listed on any exchange and may have limited liquidity.

Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to Shopify Inc., due January 7, 2027. The securities, guaranteed by Citigroup Inc., offer potential periodic contingent coupon payments at an annualized rate of at least 13.30%.

Key features include:

• Stated principal amount of $1,000 per security
• Contingent coupon payments of at least 1.1083% if underlying closes at/above coupon barrier
• Automatic early redemption if Shopify closes above initial value on autocall dates
• Downside risk if final value falls below 50% of initial value
• Estimated value at least $916.00 per security, below issue price

Notable risks include potential loss of principal, no guaranteed coupon payments, and limited liquidity. The securities are not bank deposits and not FDIC insured. CGMI receives an underwriting fee of up to $23.75 per security and may profit from hedging activities.

Citigroup Global Markets Holdings is offering Autocallable Securities linked to the worst-performing of the Dow Jones Industrial Average, Russell 2000 Index, and S&P 500 Index, due July 8, 2030. Key features include:

• $1,000 stated principal amount per security
• No regular interest payments
• Potential automatic early redemption if worst-performing underlying equals/exceeds initial value on valuation dates
• Premium payments ranging from 9.25% to 46.25% based on redemption date
• Downside risk: If worst-performing underlying falls below 70% barrier at maturity, investors lose 1% for every 1% decline

Notable risks include: no guaranteed principal protection, exposure to worst-performing index, no dividend participation, and credit risk of Citigroup. The estimated initial value ($904.50) is less than the issue price ($1,000), with CGMI receiving a $37.50 underwriting fee per security. Securities will not be listed on any exchange, potentially limiting liquidity.

Citigroup Global Markets Holdings has issued 9,694 Contingent Income Auto-Callable Securities due June 23, 2028, tied to Netflix stock performance. The securities, totaling $9,694,000, offer potential quarterly contingent coupon payments at 11.50% per annum (2.875% quarterly).

Key features include:

• Contingent coupon payments only if Netflix stock closes above $738.846 (60% of initial price)
• Automatic early redemption if stock price equals/exceeds initial price of $1,231.41
• Principal at risk: If final stock price falls below threshold, investors could lose over 40% of principal
• No participation in Netflix stock appreciation or dividends

The estimated value per security is $972.80, below the $1,000 issue price. CGMI receives a $22.50 underwriting fee per security. The securities are unsecured and subject to Citigroup's credit risk.

Overview: Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is issuing $3.016 million of Contingent Income Auto-Callable Securities due 23 Jun 2028 linked to Palo Alto Networks, Inc. (PANW). The unsecured, unlisted notes combine a high potential coupon with meaningful principal risk.

Coupon mechanics: A 2.55 % quarterly coupon (10.20 % p.a.) is paid only when PANW’s closing price on the relevant observation date is at or above 60 % of the $199.24 initial price. Missed coupons are permanently forfeited.

Auto-call feature: From 22 Sep 2025 onward, the notes are automatically redeemed at $1,000 plus the coupon if PANW closes at or above the initial price on any quarterly observation date, capping upside and shortening tenor.

Principal repayment: If not called, at maturity investors receive (i) par plus the final coupon when PANW ≥ 60 % threshold ($119.544) or (ii) par plus par × share return when PANW < threshold, exposing holders to a 1-for-1 loss that could reduce recovery to $0.

Pricing & fees: Issue price $1,000; estimated value $969.10 (≈3.1 % discount). Underwriting fee $22.50 per unit, including a $17.50 selling concession and $5.00 structuring fee to Morgan Stanley Wealth Management. Net proceeds $977.50 per note.

Key risks: Credit exposure to Citigroup entities, principal-at-risk beyond the 40 % buffer, no secondary-market listing, no participation in equity upside or dividends, single-stock concentration, and valuation drag from sizable upfront fees.

Citigroup Global Markets Holdings has issued Autocallable Barrier Securities linked to the S&P 500® Index, due June 23, 2028. Key features include:

• Principal Amount: $1,000 per security with total offering of $2,637,000
• Automatic Early Redemption: If S&P 500 closes at or above initial value (5,967.84) on June 26, 2026, securities redeem for $1,080
• Maturity Payment Structure: - If final index value ≥ initial value: Principal + greater of (34% premium or index appreciation) - If final index value ≥ 90% barrier (5,371.056): Principal protected - If below barrier: 1:1 loss with index decline
• Key Risks: No interest payments, potential total loss of principal, limited liquidity, credit risk of Citigroup

The estimated value ($961.40) is below issue price ($1,000), with CGMI receiving $22.50 underwriting fee per security. These structured notes offer conditional downside protection with upside participation in S&P 500 performance.