Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has filed a pricing supplement for Callable Contingent Coupon Equity Linked Securities tied to Monolithic Power Systems, due July 2, 2027. The securities, guaranteed by Citigroup, offer potential periodic contingent coupon payments at an annualized rate of at least 14.00%.

Key features include:

• Stated principal amount of $1,000 per security
• Contingent coupon payments depend on underlying stock price staying above 50% of initial value
• Citigroup can call securities for redemption on specified dates
• Risk of principal loss if final underlying value falls below barrier value (50% of initial value)
• Estimated value at least $921.00 per security, below issue price

Notable risks: No guaranteed coupon payments, potential significant loss of principal, limited liquidity, and credit risk of Citigroup. Securities will not be listed on any exchange. CGMI receives an underwriting fee of up to $18.50 per security.

Citigroup Global Markets Holdings has announced Autocallable Contingent Coupon Equity Linked Securities tied to the performance of Amazon.com, Eli Lilly and Company, and FedEx Corporation, due July 6, 2028. The securities offer potential periodic contingent coupon payments at an annualized rate of approximately 12.40%.

Key features include:

• Stated principal amount of $1,000 per security
• Contingent coupon payments of at least 1.0333% per period if worst-performing underlying meets threshold
• Automatic early redemption feature if worst-performing underlying exceeds 90% of initial value
• Downside risk tied to worst-performing underlying with 70% final barrier value
• Estimated value of $882.00 per security, below issue price

Investors face risks including potential loss of principal, missed coupon payments, and early redemption. All payments are subject to Citigroup's credit risk. Securities will not be listed on any exchange, potentially limiting liquidity.

Citigroup Global Markets Holdings is offering Autocallable Contingent Coupon Equity Linked Securities tied to the performance of NVIDIA, Tesla, and UnitedHealth Group, due July 6, 2028. Key features include:

• Securities offer potential periodic contingent coupon payments at an annualized rate of at least 21.75%, subject to the performance of the worst-performing underlying stock
• Principal amount is $1,000 per security with early redemption possible if worst-performing stock exceeds its autocall barrier value
• Investors face significant risks including: - No guaranteed coupon payments - Possible loss of principal if worst-performing stock falls below barrier - Limited liquidity - Credit risk of Citigroup
• Features downside protection until 70% of initial value, but investors don't participate in upside gains
• Estimated value at pricing date expected to be at least $876.50 per security, below issue price

This structured product targets investors seeking enhanced yield while accepting significant market and credit risk linked to three major tech and healthcare stocks.

Citigroup Global Markets Holdings is offering Buffered Notes linked to the SPDR EURO STOXX 50 ETF (FEZ) due August 2026. These structured notes offer:

• Modified exposure to ETF performance with 150% upside participation rate up to a maximum return of 14.805%
• 10% downside buffer against initial losses, but accelerated losses beyond the buffer point
• Principal at risk - investors can lose significant portion if ETF declines more than 10%
• No periodic interest payments or dividend payments
• $1,000 per note principal amount

Key dates include expected pricing on July 28, 2025 and maturity on August 13, 2026. Notes are issued by Citigroup Global Markets Holdings and guaranteed by Citigroup Inc. The estimated value at issuance will be at least $925.50 per note, below the $1,000 issue price. Notes involve credit risk of the issuer and limited liquidity as they will not be exchange-listed.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Buffered Securities linked to the EURO STOXX 50® Index (SX5E). Each security has a $1,000 stated principal and will be issued on or about July 31, 2025, maturing (unless earlier redeemed) on August 2, 2027.

Key structural features include: (i) automatic early redemption on the first valuation date (August 10, 2026) if the index closes at or above its initial value, paying $1,000 plus a 13.72 % premium; (ii) if not auto-called, investors participate in any index appreciation at a 125 % upside participation rate; (iii) 15 % downside buffer—full principal is repaid at maturity provided the index does not fall below 85 % of its initial level. Should the index finish below the buffer, repayment equals $1,000 + [$1,000 × 117.65 % × (index return + 15 %)] which results in losses greater than the index decline beyond the buffer.

Risk considerations: the notes pay no periodic interest, are unsecured and unsubordinated, and are exposed to the credit risk of Citigroup. They will not be listed, creating potential liquidity constraints. The issue price is $1,000, but Citigroup estimates the value on the pricing date will be at least $925.50, reflecting dealer margins and hedging costs. The underwriting fee is $15 per note; fiduciary accounts pay $985 with no fee.

Investors must be comfortable with (a) potential loss of principal beyond the 15 % buffer, (b) the possibility of being called away after one year, capping upside at the 13.72 % premium, (c) lack of secondary market, and (d) reliance on Citigroup’s creditworthiness.

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 10, 2031. Key features include:

• $1,000 stated principal amount per security
• No regular interest payments
• Automatic early redemption if worst-performing underlying meets 92% autocall barrier value
• Escalating premium payments ranging from 9.55% to 57.30% based on redemption date
• Principal protection if worst-performing underlying stays above 75% final barrier value
• 1:1 downside exposure if worst-performing underlying falls below final barrier

Key risks include potential loss of principal, no dividend participation, limited liquidity, and credit risk of Citigroup. The estimated value at pricing ($930.50) is less than the issue price. Securities are not bank deposits and not FDIC insured.

Citigroup Global Markets Holdings is offering Callable Contingent Coupon Equity Linked Securities due July 6, 2028, linked to the performance of the Dow Jones Industrial Average, Nasdaq-100 Index, and U.S. Global Jets ETF. The securities offer potential periodic contingent coupon payments at an annualized rate of at least 15.15%.

Key features include:

• $1,000 stated principal amount per security
• Contingent coupon payments of at least 1.2625% if the worst-performing underlying is above its 70% barrier value
• Citigroup retains right to call securities on specified redemption dates
• Risk of principal loss if worst-performing underlying falls below 70% barrier at maturity
• Estimated initial value of at least $930.00 per security, below issue price

Investors face risks including potential loss of principal, missed coupon payments, limited liquidity, and credit risk of Citigroup. The securities do not provide direct exposure to underlying assets or dividend payments.

Citigroup Global Markets Holdings is offering Trigger Jump Securities linked to the S&P 500 Index, due August 2026. These structured notes feature:

• Principal Risk: Full downside exposure if S&P 500 declines more than 10% from initial level
• Fixed Return: Minimum 10.10% return if index is flat or higher at maturity
• Contingent Protection: Principal protected if index declines up to 10%
• No Interest Payments: Securities do not pay periodic interest
• Term: Approximately 1 year

Key features include a $1,000 principal amount per security, full guarantee by Citigroup, and no listing on securities exchanges. The estimated value at pricing will be at least $921.00 per security. Investors forgo dividend yields and upside participation beyond the fixed return. The offering involves significant risks including potential loss of principal and exposure to Citigroup's credit risk.

Citigroup Global Markets Holdings has filed a Free Writing Prospectus for PLUS (Principal at Risk Securities) based on the S&P 500® Index, due November 4, 2026. Key features include:

• Principal amount of $1,000 per security with 300% leverage factor
• Maximum return capped at 14.20% ($142.00 per security)
• Downside risk: Full 1:1 exposure to index losses
• Estimated value at pricing date: minimum $919.50 per security

Notable risks include potential loss of principal, no interest payments, limited upside potential, and credit risk of Citigroup. Securities will not be listed on any exchange, limiting liquidity. The offering includes complex features such as leverage and conditional returns based on the S&P 500 index performance. The securities' value will be determined by the index's closing level on a single valuation date (October 30, 2026).