Citigroup Inc SEC Filings

Citigroup Inc. filed a Rule 424(b)(8) prospectus supplement solely to correct the Exhibit 107 fee table tied to its recent €1 billion Floating Rate Senior Notes due 2029. The prior filing mistakenly calculated fees for an unrelated 2036 series; the updated table shows the proper amount for the 2029 notes and produces an $87,191.10 fee offset that the bank will apply against future SEC registration payments. No new filing fees are payable with this supplement.

The offering terms remain unchanged. The notes mature on 29 April 2029 and pay quarterly interest at EURIBOR + 1.10 %, starting 29 July 2025. Citigroup may redeem the notes in whole (but not in part) at par on or after 29 April 2028, and earlier if U.S. tax law changes trigger additional withholding obligations. Gross proceeds total €1,000,000,000; after the 0.25 % underwriting discount and estimated expenses, net proceeds are expected to be about €997.3 million.

The notes are senior unsecured obligations, are not FDIC-insured, and will be offered globally to professional investors through a 25-bank syndicate led by Citigroup Global Markets. Application will be made to list the securities on the regulated market of the Luxembourg Stock Exchange, although approval is not assured. Sales to retail investors in the EEA and U.K. are prohibited under PRIIPs, MiFID II and UK MiFIR product-governance rules. Stabilisation activities may be conducted for up to 30 days after issuance (no later than 60 days post-allotment) to support secondary-market pricing.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., intends to issue Autocallable Securities linked to the S&P 500 Index under a 424(b)(2) prospectus supplement. Each unlisted, unsecured $1,000 note is priced on 26 June 2025, issued 1 July 2025 and matures 1 July 2030, unless called earlier.

The notes may be automatically redeemed on any of 17 scheduled valuation dates if the index closes at or above the 90 % autocall barrier. Early redemption pays $1,000 plus a fixed premium that steps from 8 % after year 1 to 40 % by the final observation (26 June 2030). If not called, the maturity payout is:

• $1,000 + 40 % premium if the index is ≥90 % of the initial level
• Return of principal only if the index is ≥85 % but <90 %
• A buffered downside formula if the index is <85 % (15 % buffer, thereafter losses exceed index decline)

The estimated value on the pricing date will be at least $942.50, below the issue price, reflecting CGMI’s pricing models and funding rate. Notes pay no interest or dividends, provide no upside beyond stated premiums, carry full credit risk of the issuer/guarantor, and will not be exchange-listed.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue 10-year autocallable securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (ticker SPXF3EV6). Each security has a $1,000 stated principal and will be sold at par on 21 Jul 2025 (pricing 16 Jul 2025). The notes pay no coupons; investor return is delivered through (i) automatic early redemption at preset premiums or (ii) payment at maturity, both contingent on index performance.

Early-redemption mechanism: On any of the 39 quarterly valuation dates starting 22 Jul 2026, if the index closes at or above its initial level, the note is called for $1,000 plus the applicable premium. Premiums begin at 21.70% of par after one year ($1,217) and step up to 217.00% at the final valuation date ($3,170).

Maturity payoff (19 Jul 2035) if not called:

• Index ≥ initial level: $1,000 + final premium.
• Index < initial but ≥ 50% barrier: $1,000 (principal only).
• Index < 50% barrier: $1,000 × (index return) - full downside exposure, up to 100% loss.

Key structural features & risks:

• The underlying index is complex: volatility-targeted, can employ up to 500% futures leverage, and is reduced by a 6% p.a. decrement, which drags on performance.
• Estimated value on pricing date is expected to be ≥ $850, implying a ~15% issue-premium over fair value due to structuring and hedging costs.
• No secondary-market listing; liquidity relies on the underwriter, who may discontinue market-making at any time.
• All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Investors forgo S&P 500 dividends and traditional interest income, and have limited upside capped at the fixed premium schedule.

The product appeals to investors willing to accept index-linked equity risk, long tenor and issuer credit exposure in exchange for the possibility of high fixed premiums, but who are also prepared for principal loss below a 50% barrier and limited liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), plans to issue $1,000-denominated Autocallable Contingent Coupon Market-Linked Securities due 31 July 2035. The notes reference the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER (ticker SPXF3EV6) and combine monthly contingent income with an automatic early-redemption feature.

• Principal terms: 10-year tenor; full principal repayment at maturity unless the issuer/guarantor defaults. No secondary listing.
• Contingent coupons: Minimum 0.75% per month (≥ 9.0% p.a.) paid only if the index closes on each valuation date at or above the coupon barrier (75% of initial level). Missed coupons are not made up.
• Autocall trigger: From 26 Jul 2028 onward (24 × potential dates), the notes redeem at par plus coupon if the index closes at or above its initial level on any potential autocall date—potentially terminating the stream of coupons early.
• Underlying characteristics: The index uses up to 5× leverage, targets 35% volatility, applies a 6% annual decrement and embeds futures financing costs, making it likely to underperform the S&P 500 Price and Total Return indices in most scenarios.
• Credit & valuation: Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.. Estimated value on pricing date: ≥ $872.50 (≈ 87.3% of issue price) reflecting a 5% underwriting fee and hedging costs; secondary market values may be substantially lower and illiquid.
• Risk highlights: Coupons are uncertain; automatic call limits upside; high leverage may amplify index losses; decrement and financing drag; long duration heightens credit-spread and inflation risk; no dividend participation; Section 871(m) withholding risk for non-U.S. holders; complex tax treatment (variable-rate or contingent-payment debt).

These securities suit sophisticated investors seeking potential high income and principal preservation who understand structured notes, index mechanics, and issuer credit risk. They are not appropriate for investors requiring steady income, equity upside participation, or ready liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., plans to issue $1,000-denominated Autocallable Contingent Coupon Market-Linked Securities tied to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER. These senior unsecured notes (Series N, Pricing Supplement No. 2025-USNCH27333) will be offered on or about July 31, 2025 and, if not redeemed earlier, mature on July 31, 2035.

The securities pay a contingent coupon of at least 0.85% monthly (≥ 10.20% p.a.) only when the index closes at or above 75% of its initial value on the preceding valuation date (the “coupon barrier”). If this condition is not met, no coupon is paid for that period. Beginning with the valuation date of July 26, 2028, the notes are subject to automatic early redemption whenever the index closes at or above its initial level, in which case investors receive $1,000 plus the applicable coupon.

Key risks disclosed include: (i) exposure to an index that embeds a 6% annual decrement and may underperform the S&P 500® due to futures roll and financing costs; (ii) no participation in index gains beyond coupons; (iii) credit risk of the issuer and guarantor; (iv) no exchange listing, limiting secondary-market liquidity; and (v) an estimated value of at least $899.50, materially below the $1,000 issue price, reflecting dealer margins and funding costs. Investors also forgo ordinary dividends on the S&P 500.

The underwriting fee is $20 per note (2.0%), with proceeds of $980 per note to the issuer. The product is intended for investors seeking high periodic income and willing to accept contingent coupons, early-redemption uncertainty, and exposure to both market and credit risk.

Morgan Stanley Finance LLC (Series A GMTN Program) is issuing $3.254 million of Buffered Jump Securities with an Auto-Callable Feature maturing 22 March 2028. The unsecured notes are fully and unconditionally guaranteed by Morgan Stanley and are linked to the worst-performing of two sector ETFs: the VanEck Gold Miners ETF (GDX) and the SPDR S&P Metals & Mining ETF (XME).

Key economics

• Issue price: $1,000; estimated value on the pricing date: $957.30 (≈4.3% issuer discount).
• Sales commission: $32.50 per security (3.25%).
• Aggregate principal issued: $3.254 million.
• No periodic coupons; investors rely solely on redemption features.

Auto-call profile

• First observation: 17 Dec 2025; thereafter monthly until Feb 2028 (27 observation dates).
• If on any observation (other than final) both ETFs close ≥85% of their initial levels (“call threshold”), the notes are automatically redeemed at a price that compounds to ≈8.25% simple annualised return (e.g., $1,041.25 at observation #1 rising to $1,220.00 at observation #27).
• Once called, no further payments are made.

Payment at maturity (if not called)

• If the final level of each ETF ≥ 85% of its initial level (the 15% buffer), investors receive a fixed $1,226.875 (≈22.7% total return, identical to the final auto-call payout).
• If either ETF ends below its buffer, repayment = $1,000 × (worst-performer performance factor + 15%). Loss is therefore 1-for-1 beyond the 15% buffer, subject to a minimum $150 (15% of principal).

Risk / structural considerations

• Principal at risk; no participation above the fixed payouts.
• “Worst-of” design materially increases downside probability versus single-underlier structures.
• Credit exposure to Morgan Stanley; MSFL is a finance subsidiary with no independent operations.
• Liquidity risk: the notes will not be listed; secondary market making is discretionary by MS & Co.
• Estimated value is below issue price due to embedded fees, hedging and an internal funding rate advantageous to the issuer.

Suitable only for investors comfortable with (1) sector-concentrated equity risk in metals & mining and precious-metal miners, (2) limited upside, (3) potential loss of principal beyond 15%, and (4) unsecured exposure to Morgan Stanley’s credit.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc. (ticker C), has filed a preliminary 424(b)(2) pricing supplement for a new structured offering: Autocallable Securities Linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER due 19 July 2035.

Key structural features

• Unsecured senior notes; no interest payments, no principal protection and subject to Citi credit risk.
• Stated principal: US $1,000 per security; issue date: 21 July 2025; maturity: 19 July 2035 unless called earlier.
• Underlying: the S&P 500 Futures Excess Return Index adjusted for 35% volatility targeting and a 6% p.a. decrement—elements that generally drag on performance versus the S&P 500 Price Index.
• Automatic early redemption: occurs on any of 35 scheduled quarterly valuation dates if the underlying closes at or above its initial level; payoff equals US $1,000 plus the applicable premium, starting at 20% (22 Jul 2026) and stepping up to 200% (16 Jul 2035).
• Maturity payoff (if not called): • If final index level ≥ 60% of initial level, holders receive US $1,000 plus the final-date premium. • If final index level < 60%, repayment equals US $1,000 × (1 + index return), exposing investors to a full downside move of the underlying.
• Barrier: 60% of initial value; below-barrier performance leads to dollar-for-dollar loss of principal, potentially to zero.
• Liquidity: Not exchange-listed; resale only through dealer markets at uncertain prices.
• Pricing economics: Issue price US $1,000; underwriting fee US $50; proceeds to issuer US $950. Estimated value on the pricing date expected to be ≥ US $850, reflecting Citi’s internal models and funding curve.

Risk highlights

• Leveraged exposure to a complex decrement index that embeds both financing costs and a fixed 6% headwind.
• Exposure to quarterly call risk—early redemption caps upside while still subjecting investors to interim credit and reinvestment risk.
• All cash flows dependent on the creditworthiness of Citigroup Global Markets Holdings Inc. and its parent guarantor.

Investors should review the “Summary Risk Factors” in the supplement and note that the SEC has neither approved nor disapproved the securities.

Shineco, Inc. (SISI) has circulated a Preliminary Information Statement (Schedule 14C) announcing that its Board and holders of 56.55% of the voting stock have already approved a reverse stock split within a 1-for-25 to 1-for-60 range. The amendment to the Certificate of Incorporation, if effected, will reduce the 45,030,730 outstanding common shares to between approximately 1.8 million (1-for-25) and 0.75 million shares (1-for-60), with fractional shares rounded up. The company’s sole stated purpose is to regain compliance with Nasdaq Listing Rule 5550(a)(2) after receiving a minimum-bid-price deficiency notice on 16 June 2025. Nasdaq has scheduled a hearing for 24 July 2025; the split may be executed anytime within 12 months of shareholder approval, but not earlier than 20 days after mailing the definitive statement.

The Board retains full discretion over the exact split ratio and timing, weighing trading liquidity, market conditions, capitalization and potential market-cap impact. Authorized share counts (150 million common; 5 million preferred) will remain unchanged, increasing the proportion of unissued shares post-split. The company outlines typical risks: price may not rise proportionately or remain above compliance levels, liquidity could suffer from “odd lots,” and the larger pool of authorized but unissued shares could lead to future dilution.

No appraisal rights are offered. The action is being taken by written consent, so no shareholder meeting or proxy solicitation is required. Costs of printing and mailing the information statement will be borne by the company.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing $4 million of unsecured Trigger Autocallable Contingent Yield Notes maturing on 27 June 2035. The notes are linked to the least-performing of the Nasdaq-100 Index (NDX) and the Russell 2000 Index (RTY).

Income profile: A quarterly contingent coupon of 7.90% per annum is paid only if, on the relevant valuation date, the closing level of the poorer-performing index is at or above its Coupon Barrier (75 % of its initial level: 16,392.25 for NDX and 1,599.513 for RTY). Missed coupons are not recaptured.

Call feature: Starting one year after settlement, the notes are automatically called at par plus the coupon if the least-performing index is at or above its initial level on any quarterly valuation date. If called, no further payments will be made.

Principal at maturity: • If never called and the worst index is ≥ its Downside Threshold (also 75 % of initial) on 25 June 2035, investors receive par plus the final coupon. • If it is below that threshold, repayment is reduced point-for-point with the index decline, up to a total loss of principal.

Credit & market considerations: The notes are senior unsecured claims on the issuer and guarantor; payment depends on their creditworthiness. They are not FDIC-insured and will not be listed, implying limited secondary liquidity. Estimated value at pricing is $9.585 per $10 issue price, reflecting dealer margin and hedging costs.

Key dates: Trade 24 Jun 2025; settle 26 Jun 2025; first valuation 24 Sep 2025; maturity 27 Jun 2035.