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 Inc., guaranteed by Citigroup Inc., filed a 424(b)(2) preliminary pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to the worst of the EURO STOXX 50, Nasdaq‑100, and Russell 2000, due October 20, 2028.
The notes may pay a contingent coupon of at least 12.25% per annum (3.0625% per quarter) only if, on each valuation date, the worst‑performing index is at or above its 80% coupon barrier. Starting April 17, 2026, the notes are autocallable if the worst index is at or above its initial level, returning $1,000 plus the coupon. If not called, maturity pays $1,000 if the worst index is at or above its 80% final barrier; otherwise, principal is reduced 1:1 with the worst index’s decline, which can result in substantial loss, including zero. The securities will not be listed and are subject to the credit risk of the issuer and guarantor. Issue price: $1,000; underwriting fee: $20; proceeds to issuer: $980 per security; preliminary estimated value: at least $914.50 per security. Pricing date: October 17, 2025; issue date: October 22, 2025.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a 424(b)(2) preliminary pricing supplement for callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500. The notes target a contingent coupon rate of at least 7.35% per annum if, on each valuation date, the worst-performing index closes at or above its coupon barrier (60% of its initial value).
The securities may be called on specified dates, paying $1,000 plus any due coupon. If not called, they mature on November 3, 2028. At maturity, investors receive $1,000 only if the worst-performing index is at or above its 60% final barrier; otherwise, repayment is reduced 1‑for‑1 with the index decline and can be zero. The notes do not pay dividends and do not participate in index upside.
Each security is issued at $1,000, with an underwriting fee of up to $15 and proceeds to the issuer of $985 per security. The estimated value on the pricing date is expected to be at least $919 per security. The notes are unsecured, subject to the credit risk of the issuer and guarantor, and will not be listed on any exchange.
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) plans a primary offering of Callable Contingent Coupon Equity Linked Securities tied to the worst performer of the Russell 2000 and S&P 500. The notes target contingent coupons of at least 8.15% per annum (2.0375% per quarter) when the worst-performing index on each valuation date is at or above its coupon barrier, set at 70% of its initial value. If called on any specified potential redemption date, holders receive $1,000 plus the related coupon.
Key terms: pricing date October 31, 2025; issue date November 5, 2025; final valuation date October 31, 2028; maturity November 3, 2028. If not redeemed and the worst-performing index finishes below its 70% final barrier, repayment is reduced dollar-for-dollar with the index decline, potentially to zero; no upside to index gains and no dividends are paid. The securities are unsecured and subject to the credit risk of both the issuer and guarantor, will not be listed, and may have limited liquidity. Per security economics include a $1,000 issue price, up to $15 underwriting fee, proceeds to issuer of $985, and an expected estimated value on the pricing date of at least $920.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol C), is offering Autocallable Contingent Coupon Equity Linked Securities linked to United Parcel Service, Inc. (UPS), due November 1, 2028. These unsecured notes may pay a contingent coupon at an annualized rate of at least 11.15%, but only if UPS’s closing value on each valuation date is at or above the coupon barrier.
The notes can be automatically called on specified dates if UPS is at or above its initial value, returning $1,000 per note plus the related coupon. If not called and UPS finishes below the final barrier (each barrier set at 70% of the initial value), repayment of principal is reduced one-for-one with the decline, down to zero. Investors do not receive dividends or upside beyond coupons.
The securities will not be listed. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Per security economics: issue price $1,000, underwriting fee $40, and proceeds to issuer $960. The issuer currently expects an estimated value of at least $869.50 per security on the pricing date.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, callable Contingent Coupon Equity Linked Securities tied to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500, due September 22, 2027.
The notes pay a contingent coupon of at least 0.7417% per $1,000 per period (approximately at least 8.90% per annum, set on the pricing date) only if the worst performing index on the preceding valuation date is at or above its coupon barrier. Both the coupon barrier and final barrier for each index are set at 70.00% of its initial value. At maturity, if not called, investors receive $1,000 per note if the worst performer is at or above its final barrier; otherwise, the payout declines one‑for‑one with that index’s loss, which can result in a substantial loss of principal.
The issuer may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon. The notes are not listed and are subject to the credit risk of both the issuer and guarantor. Issue price is $1,000 per note, with an underwriting fee of $22.25 and per‑note proceeds of $977.75. The estimated value on the pricing date is expected to be at least $920.00 per note.
Citigroup Global Markets Holdings Inc. is offering unsecured, autocallable contingent coupon equity-linked securities tied to Target Corporation (TGT), fully and unconditionally guaranteed by Citigroup Inc. The notes are due November 1, 2028 and are issued at $1,000 per security. They pay a contingent coupon of at least 2.8125% per quarter (equivalent to at least 11.25% per annum) only if Target’s closing value on the applicable valuation date is at or above the coupon barrier, set at 60% of the initial value.
The notes may be automatically redeemed on specified potential autocall dates if Target’s closing value is at or above the initial value, returning $1,000 plus the coupon. If not called, maturity outcomes are binary: if the final value ≥ 60% of the initial, investors receive $1,000 (plus the final coupon if applicable); if the final value < 60%, the payoff equals $1,000 + ($1,000 × underlying return), which can be significantly less than principal, down to zero. The securities will not be listed and are subject to the credit risk of the issuer and guarantor. The underwriting fee is $40 per security (proceeds to issuer $960), and the issuer’s estimated value on the pricing date is expected to be at least $883 per security.
Citigroup Global Markets Holdings Inc. filed a 424B2 for Autocallable Phoenix Securities linked to the SPDR S&P 500 ETF Trust (SPY), fully and unconditionally guaranteed by Citigroup Inc. The notes target monthly contingent coupons of 1.0834% of principal when SPY closes at or above the $596.007 coupon barrier (90% of the $662.23 initial share price).
The notes may be auto‑called on any interim valuation date if SPY is at or above the initial share price, redeeming at $1,000 plus the applicable coupon (including any previously unpaid coupons). If held to maturity in October 2026, investors receive $1,000 plus the coupon if the final price is at or above $596.007; otherwise, principal is reduced per the disclosed buffer formula with a 10% buffer and losses can be substantial. The securities will not be listed. Underwriting fee is $1 per security; proceeds to issuer $999 per security, and the estimated value on pricing is expected to be at least $947.50 per security. J.P. Morgan affiliates act as placement agents for non‑fiduciary accounts.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., launched market-linked notes tied to an equally weighted basket of the Dow Jones Industrial Average and the EURO STOXX 50. Each note has a $1,000 stated principal amount, a pricing date of October 17, 2025, and matures on October 21, 2027. The payment at maturity equals the principal plus a return amount if the basket gains, based on a 100% upside participation rate, and is capped at a maximum return of $110 per note (11%).
If the final basket value is less than or equal to the initial value, investors receive only the $1,000 principal. The notes will not be listed on any exchange and do not pay dividends on the underlying indices. Citigroup currently expects an estimated value of at least $922.50 per note on the pricing date. CGMI is the underwriter, acting as principal, with an underwriting fee of up to $18.50 per note. For U.S. federal income tax purposes, counsel believes the notes should be treated as contingent payment debt instruments.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering Autocallable Contingent Coupon Equity Linked Securities tied to NVIDIA Corporation (NVDA), due November 1, 2028. Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 11.05% per annum (set on the pricing date) only if NVDA’s closing value on the relevant valuation date is at or above the coupon barrier.
The notes are automatically callable on specified dates beginning April 29, 2026 if NVDA is at or above its initial value, returning $1,000 plus the related coupon. If not called, at maturity investors receive $1,000 if the final value is at or above the final barrier; otherwise, the payout is $1,000 plus $1,000 × underlying return, which can result in a significant loss, including zero. Both barriers are 60% of the initial value. The securities will not be listed.
Underwriting fee is $40 per security (proceeds of $960 to the issuer), and the issuer estimates an initial value of at least $886.50 per security. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc. filed a preliminary 424(b)(2) pricing supplement for unsecured senior Buffered Digital Equity‑Linked Notes linked to CoreWeave, Inc. Class A common stock (CRWV), fully and unconditionally guaranteed by Citigroup Inc. The notes do not pay interest and repay a variable amount at maturity based on the underlier’s performance from trade date to the determination date (expected in 13–15 months).
If the final underlier value is at least 75.00% of the initial value, holders receive a fixed threshold settlement amount expected between $1,369.60 and $1,433.70 per $1,000 note (a 36.96%–43.37% contingent return). If the underlier declines by more than the 25.00% threshold amount, repayment decreases by about 1.3333% of principal for each additional 1% decline, up to total loss.
The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and may have limited or no liquidity. CGMI is underwriter and calculation agent. The estimated value on the trade date is expected between $949.20 and $969.20 per note, below the issue price, reflecting selling, structuring, and hedging costs.