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 Inc., guaranteed by Citigroup Inc., is issuing $1,000-denomination autocallable securities linked to Insmed Incorporated shares, maturing February 15, 2029, with a total offering size of $455,000.00.
The notes can be automatically redeemed on scheduled valuation dates in 2027 and 2028 if Insmed’s share price is at or above defined premium thresholds, paying back $1,000 plus a premium of 20% or 40%. If held to maturity, investors receive $1,000 plus a 60% premium if the final share price is at least 80% of the initial value, par if it is between 65% and 80%, and Insmed shares (or cash equivalent) if it falls below 65%, exposing them to substantial loss of principal.
The initial underlying value is $148.43, with a final premium threshold of $118.744 and barrier of $96.480, and an equity ratio of 6.73718 shares per security. The securities will not be listed, have an estimated value of $926.90 per $1,000 at pricing, and include underwriting fees of up to $21.00 per security plus additional dealer concessions, alongside complex risk and tax considerations.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination Autocallable Contingent Coupon Equity Linked Securities tied to Tesla, Inc., maturing on February 14, 2029. The notes pay a quarterly contingent coupon of 3.0625% of principal (equivalent to 12.25% per annum) only if Tesla’s closing price on the relevant valuation date is at or above a coupon barrier.
The initial Tesla value is $417.07, with both the coupon barrier and final barrier set at $250.242 (60% of the initial value). If on any autocall date Tesla closes at or above the initial value, the notes are automatically redeemed at $1,000 plus due coupons. If held to maturity and Tesla is below the final barrier, repayment of principal is reduced one-for-one with Tesla’s decline, potentially to $0. The securities are not exchange-listed, carry issuer and guarantor credit risk, have complex and uncertain tax treatment, and their estimated value at pricing ($942) is below the $1,000 issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 Dual Directional Buffer Securities linked to the S&P 500® Index, maturing on March 16, 2027. The pricing date is February 11, 2026 and the valuation date is March 11, 2027.
If the index ends at or above its initial level of 6,941.47, investors receive $1,000 plus 100% of the index gain, capped at a maximum upside return of $70 per security (7%). If the index falls but stays at or above 82.85% of the initial level (the final buffer value of 5,751.0079), investors receive $1,000 plus the absolute value of the index loss, providing positive return on moderate declines.
If the index closes below the final buffer value, maturity payment is $1,000 plus $1,000 times (index return + 17.15%), so losses match index declines beyond the 17.15% buffer. The notes pay no dividends, are not listed on any exchange, and carry issuer and guarantor credit risk. The issue price is $1,000, with an estimated value of $989.20 and an underwriting fee of up to $4.40 per security, leaving $995.60 in proceeds to the issuer. The tax treatment is uncertain, with counsel viewing them as prepaid forward contracts but noting possible adverse alternative characterizations.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER. Each note has a $1,000 stated principal amount, total offering size of $4,462,000, and matures in 2036 unless called early.
The notes pay no interest and do not guarantee principal. On scheduled valuation dates, if the index closing value is at or above the initial level of 487.0697, the notes are automatically redeemed for $1,000 plus a growing premium, reaching 215% of principal on the final valuation date.
If the notes are not called and the final index value is at or above the 60% barrier of 292.242, investors receive $1,000 plus the final premium. If the final value is below the barrier, repayment equals $1,000 plus the index return, producing 1‑for‑1 downside and potential total loss of principal.
The underlying index is complex and “highly risky,” using volatility targeting with leverage up to 500% and a fixed 6% per annum decrement, and is expected to underperform the S&P 500 Index. The notes are not listed, may have limited or no liquidity, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value at pricing is $883.20 per $1,000 note, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked notes tied to the worst performer of the Dow Jones Industrial Average, Russell 2000® Index and S&P 500® Index, maturing on February 21, 2031.
The securities pay a contingent coupon of at least 0.7917% per period (about 9.50% per annum) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. At maturity, if not called and the worst performer is below 60% of its initial level, investors lose principal in full proportion to the index loss and could lose their entire investment.
The issuer may redeem the notes early at par plus any due coupon on specified dates, capping future income if called. The notes will not be listed, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated value on the pricing date of at least $930.50 per $1,000 issue price, reflecting structuring and hedging costs.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked securities due February 23, 2029, with a stated principal amount of $1,000 per security. The notes are linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index.
Investors may receive contingent coupons of at least 0.825% per period (equivalent to at least 9.90% per annum) on scheduled dates, but only if the worst performing index on the relevant valuation date is at or above 70% of its initial value. If the worst performer ever finishes below 55% of its initial value at final valuation, repayment of principal is reduced one-for-one with the index loss and can fall to zero.
Citigroup may redeem the notes early on specified dates, paying $1,000 per security plus any due coupon, which can cut off future high-income periods. The notes are not listed, are subject to the credit risk of both issuers, and have an estimated value on the pricing date expected to be at least $933 per $1,000, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing long-dated autocallable securities linked to the highly complex S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing on February 22, 2036.
Each $1,000 security pays no interest and can be automatically redeemed on scheduled valuation dates if the index closes at or above its initial level, returning $1,000 plus a fixed premium that steps up over time, capped at 235% of principal on the final valuation date. If held to maturity without auto‑call, investors receive principal plus the final premium if the index is at or above its initial level, only principal if it is between the initial level and the 50% barrier, and a loss matching the index’s decline if the final level is below the barrier.
The underlying index embeds up to 500% leveraged exposure to S&P 500 futures, an implicit financing cost and a 6% annual decrement, which can cause it to underperform the S&P 500 Index and magnify losses. The notes are unsecured, subject to Citigroup credit risk, not listed, and the initial estimated value of $886.30 per $1,000 is below the issue price due to selling, structuring and hedging costs.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities tied to the worst performer of the Dow Jones Industrial Average, Russell 2000® Index and S&P 500® Index, maturing in February 2029.
Each security has a $1,000 stated principal and pays a contingent coupon of at least 2.1125% per quarter (about 8.45% per year) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level.
The notes are automatically called from February 22, 2027 onward if the worst-performing index is at or above its initial level, returning $1,000 plus that period’s coupon. If held to maturity and the worst-performing index finishes below 65% of its initial level, principal is reduced one‑for‑one with the loss and can fall to zero, with no coupon.
The securities are unsecured, unsubordinated obligations subject to the credit risk of both issuers, will not be listed on any exchange, may have limited liquidity, and have an estimated initial value of at least $930.50 per $1,000, below the issue price due to fees, hedging costs and internal funding rates.
An insider of the issuer has filed a Rule 144 notice to sell 67,318 shares of common stock. The planned sale, through Citigroup Global Markets Inc. on the NYSE, has an aggregate market value of $7,479,679.25, with an approximate sale date of 02/13/2026.
The filing states that these 67,318 shares were acquired on 01/20/2026 as compensation for services rendered, vesting on the same date and received from the issuer. The issuer had 1,789,266,159 shares of this class outstanding, which is a baseline figure for the company’s total common stock.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable contingent coupon equity-linked securities tied to the worst performer of Alphabet Inc. and Meta Platforms, Inc., each in $1,000 denominations and maturing on February 14, 2029, unless called earlier.
The notes pay a 2.725% quarterly contingent coupon (10.90% per annum) only if, on each valuation date, the worst-performing stock is at or above 60% of its initial value; otherwise no coupon is paid. Beginning August 12, 2026, the notes are automatically redeemed at $1,000 plus coupon if on a potential autocall date the worst performer is at or above its initial value.
If the notes are not called and on the final valuation date the worst performer is below 60% of its initial value, repayment of principal is reduced one-for-one with the stock’s decline, down to a total loss of the $1,000 principal. Investors forgo dividends, face limited or no liquidity, and bear full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.