Welcome to our dedicated page for Citigroup SEC filings (Ticker: C), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Citigroup Inc. filings document the regulatory record of a global financial institution with common stock, preferred stock, medium-term senior notes and other registered securities. Form 8-K reports cover quarterly and annual results, financial data supplements, Regulation FD materials, registered-security schedules and exhibits tied to debt and preferred stock instruments.
The company’s SEC record also includes proxy disclosures on board governance, shareholder voting matters and executive compensation. Other filings document amendments to the certificate of incorporation through preferred stock designations, underwriting agreements, supplemental indentures and segment-reporting changes affecting Wealth, U.S. Personal Banking, Services, Markets and Banking.
Citigroup Global Markets Holdings has filed a prospectus supplement for Performance Leveraged Upside Securities (PLUS) linked to the S&P 500 Index, due November 2026. These structured notes offer:
- Leveraged Upside Potential: 300% participation in index gains, subject to a maximum return of at least 14.20% ($142.00 per $1,000 principal)
- Principal at Risk: Full 1:1 downside exposure if index declines, with potential for complete loss of investment
- Key Terms: $1,000 per security, approximately 15-month term, no periodic interest payments
- Pricing Details: Expected pricing date July 17, 2025, with estimated value of at least $919.50 per security
The securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup Inc. Investors forgo dividend payments on the underlying index. CGMI will receive an underwriting fee of $22.50 per security, including a $5.00 structuring fee payable to Morgan Stanley Wealth Management.
Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Phoenix Securities linked to CrowdStrike Holdings (CRWD) stock, due June 2029. The securities offer contingent coupon payments at 3.025% of the principal amount, subject to underlying share performance.
Key features include:
- Principal Amount: $1,000 per security
- Automatic Early Redemption: Occurs if CRWD's closing price equals/exceeds initial share price on any interim valuation date
- Downside Protection: 60% barrier level at maturity
- Risk Factors: Investors may receive significantly less than principal if CRWD falls below 60% barrier; no participation in CRWD upside
The securities are unsecured debt obligations guaranteed by Citigroup, with estimated value of at least $915.00 per security. CGMI will receive a $25.00 underwriting fee per security, with J.P. Morgan Securities acting as placement agent. The offering highlights significant risks including limited liquidity and full exposure to CRWD's downside performance below the barrier level.
Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to the performance of the Nasdaq-100 Index, Russell 2000 Index, and SPDR S&P Regional Banking ETF, due December 29, 2027.
Key features of the securities include:
- Potential periodic contingent coupon payments at 10.00% per annum if the worst-performing underlying is above its coupon barrier
- Principal amount of $1,000 per security with total offering of $1,233,000
- Automatic early redemption feature if worst-performing underlying exceeds initial value on observation dates
- Risk of principal loss if worst-performing underlying falls below 60% of initial value at maturity
- Coupon barrier set at 70% of initial values; final barrier at 60% of initial values
The securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup. The estimated value of $964.10 per security is less than the issue price, reflecting underwriting fees and hedging costs.
Citigroup Global Markets has filed a 424B2 for Autocallable Contingent Coupon Equity Linked Securities tied to Tesla, due January 5, 2027. The securities offer potential periodic contingent coupon payments at an annualized rate of 21.50% to 22.50%, with a stated principal amount of $1,000 per security.
Key features include:
- Contingent coupon payments depend on Tesla's stock price staying above the 65% barrier level
- Automatic early redemption if Tesla's stock price equals/exceeds initial value on observation dates
- Risk of principal loss if Tesla's stock falls below 65% of initial value at maturity
- Estimated value at least $915 per security, below the $1,000 issue price
Notable risks: Investors may receive no coupon payments, face significant principal loss, and have limited liquidity. Securities are unsecured obligations subject to Citigroup's credit risk. The automatic call feature may limit upside potential, while investors do not participate in Tesla stock appreciation or dividends.
Citigroup Global Markets Holdings has filed a prospectus supplement for three separate offerings of Airbag Autocallable Yield Notes due June 29, 2026, linked to: lululemon athletica (LULU), Novo Nordisk ADSs (NVO), and Norwegian Cruise Line Holdings (NCLH).
Key features of the notes include:
- Monthly coupon rates ranging from 10.50% to 12.10% per annum depending on the underlying
- Automatic call feature if underlying closes at/above initial price on quarterly observation dates
- Principal at risk - if underlying closes below conversion price (70-80% of initial price) at maturity, investors receive shares worth less than principal
- $1,000 denomination per note with $15 underwriting discount
The estimated values of the notes on Trade Date (June 27, 2025) will be at least $973.30-$975.20, below the $1,000 issue price. Notes are senior unsecured obligations guaranteed by Citigroup, subject to issuer credit risk. The offerings highlight significant downside market risk and potential loss of principal.
Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Buffered Notes linked to an equally weighted basket of four bank stocks, due June 2027. The securities are fully guaranteed by Citigroup.
Key features of the offering include:
- $1,000 stated principal amount per security with $10,000 minimum purchase
- Potential for automatic early redemption in July 2026 with 14.82% premium if basket level meets threshold
- 125% upside participation rate if basket appreciates at maturity
- 15% downside buffer protection, but investors face leveraged losses below buffer level
- Basket composed of equal weights of Bank of America, Capital One Financial, Morgan Stanley, and Wells Fargo stocks
The estimated value of securities on pricing date will be at least $914.50 per security, below the $1,000 issue price. CGMI receives $15.00 underwriting fee per security. Securities are not listed on any exchange and involve credit risk of both Citigroup Global Markets Holdings and Citigroup.
Citigroup Global Markets Holdings announces 3-Year Autocallable Contingent Coupon Securities linked to AMD stock, with pricing date set for July 16, 2025 and maturity on July 19, 2028. The securities offer quarterly contingent coupons of at least 11.20% per annum if AMD's closing value remains above the 60% coupon barrier.
Key features include:
- Automatic early redemption if AMD's closing value equals/exceeds initial value on quarterly autocall dates
- Principal protection at maturity if AMD stays above 60% of initial value
- Full downside exposure if AMD falls below 60% barrier at maturity
- CUSIP: 17333LAV7
Risk considerations: Investors may lose entire investment; no guaranteed coupons; early redemption risk; credit risk of Citigroup; limited liquidity as securities won't be exchange-listed. The estimated value will be less than issue price of $1,000 per security.
Citigroup Global Markets Holdings announces 3-Year Autocallable Contingent Coupon Securities linked to Target Corporation (TGT), scheduled for pricing on July 16, 2025, with maturity on July 19, 2028. The securities offer:
- Quarterly contingent coupon of at least 11.00% per annum, payable if TGT closes at or above 60% of initial value
- Automatic early redemption feature triggered if TGT closes at or above initial value on quarterly valuation dates after 6 months
- Principal protection at maturity if TGT remains above 60% of initial value; otherwise, 1:1 downside exposure
Key risks include potential loss of principal, limited upside potential, early redemption risk, and credit risk of Citigroup. The securities (CUSIP: 17333LBF1) will not be exchange-listed. The estimated value at pricing will be less than the issue price of $1,000 per security. Payment structure includes full principal loss if TGT falls below 60% barrier at maturity.