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., is offering Callable Contingent Coupon Equity-Linked Securities maturing 15 October 2026. The $1,000-denominated notes pay a contingent quarterly coupon of 2.7625 % (11.05 % p.a.) only when the worst-performing of the EURO STOXX 50, Russell 2000 and S&P 500 closes at or above its 70 % coupon barrier on the relevant observation date. The issuer may call the securities in full on any coupon date starting 14 October 2025; if called, investors receive $1,000 plus the due coupon.
Principal repayment is conditional. If the notes are not called, the maturity payment depends solely on the final level of the worst-performing index on 9 October 2026:
- >=65 % of initial level – return of principal (and the final coupon, if the 70 % test is also met).
- <65 % – repayment equals $1,000 × (final level / initial level), exposing holders to a 1:1 downside below the 35 % buffer and potentially total loss.
Key terms: initial index levels were fixed 9 July 2025; estimated value on the pricing date will be ≥$946 (≈94.6 % of issue price), reflecting selling/hedging costs. The securities are senior unsecured, rank pari-passu with other Citi debt and are not FDIC-insured. No exchange listing is planned; secondary liquidity depends on Citigroup Global Markets Inc. making markets in its sole discretion.
Risk profile: Investors face (i) equity market risk concentrated in the worst performer of three indices, (ii) coupon non-payment risk when the 70 % barrier is breached, (iii) issuer and guarantor credit risk, (iv) early-call reinvestment risk, (v) valuation and liquidity risk, and (vi) complex tax treatment with potential 30 % withholding on coupons for non-U.S. holders. The note’s high headline yield compensates for these risks but does not provide upside participation; returns are capped at the coupons received.
Target investor: Yield-seeking investors with a moderately bearish to range-bound view on the three indices over the 15-month observation window, who can tolerate equity downside, early-call and credit risk, and who do not require interim liquidity.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., intends to issue 13-month Autocallable Contingent Coupon Securities linked to Morgan Stanley (MS) stock. Each $1,000 note pays a contingent coupon of ≥10.0% per annum, credited monthly only when MS closes at or above the 78% coupon barrier on the relevant valuation date. Starting six months after issuance, the notes will be automatically called at par plus the coupon on any monthly date when MS closes at or above its initial value.
If the notes remain outstanding to maturity (27 Aug 2026) and MS ends ≥78% of its initial value, investors receive the full $1,000 principal. Should MS finish <78%, holders receive a fixed number of MS shares (or cash equivalent) worth the final share price, exposing them to potentially deep losses, up to their entire investment. Hypothetical tables show par repayment down to a –22.00% decline, but a –22.01% decline would cut repayment to $779.90, with zero value at –100%.
Key risks: possible total loss of principal, no guaranteed coupons, limited upside (no participation beyond coupons), early redemption capping income, sensitivity to MS volatility, issuer and guarantor credit risk, illiquidity (no exchange listing), estimated issue value below par, and uncertain U.S. tax treatment.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering Contingent Income Auto-Callable Securities maturing in July 2028 and linked to the common stock of The Walt Disney Company (DIS).
Capital structure & payment hierarchy
• Unsecured, senior notes of Citigroup Global Markets Holdings Inc.; payments depend on the credit of both the issuer and Citigroup Inc.
• Securities are not FDIC-insured and rank pari-passu with other senior unsecured debt.
Key economic terms
- Denomination: $1,000 per note; aggregate size to be set on pricing date (expected 18 Jul 2025).
- Maturity: 21 Jul 2028 (≈ 3 years) unless automatically redeemed earlier.
- Contingent coupon: ≥2.50 % quarterly (≥10.00 % p.a.) paid only if DIS closes on each quarterly valuation date at or above the downsides threshold (80 % of initial price).
- Automatic early redemption: Beginning Oct 20 2025 and each quarter thereafter, if DIS closes ≥ initial price, investors receive principal + that quarter’s coupon and the note terminates.
- Downside protection: None below the 80 % threshold. Final payment formula (if no call):
• If DIS ≥ threshold –> $1,000 + last coupon.
• If DIS < threshold –> $1,000 + ($1,000 × share return). Principal loss is 1-for-1 with DIS decline and can reach 100 %. - Listing: None; secondary liquidity dependent on Citigroup Global Markets Inc. (CGMI) making a market.
- Estimated value: At least $920 (92 % of issue price) on pricing date, reflecting selling concessions ($22.50) and structuring fee ($5.00).
Illustrative scenarios
- If DIS ≥ initial price on first valuation date: early redemption in ≈3 months; investor receives $1,025 (principal + 1 coupon).
- If DIS never ≥ initial price but stays ≥ threshold and closes at 90 % of initial on final date: investor receives $1,025 (principal + last coupon); coupons paid only on dates when DIS ≥ threshold.
- If DIS closes at 0 on final date: investor receives $0 and loses entire investment.
Risk highlights
- Principal at risk; no guaranteed minimum repayment.
- Coupon is contingent; may receive few or zero payments.
- No upside participation in DIS appreciation beyond coupons.
- Credit risk of Citigroup entities.
- Liquidity risk; notes are unlisted and any market making is discretionary.
- Estimated value < issue price; bid-ask spread and secondary market rate likely lower note values after issuance.
Investor profile: Suited only for investors who (a) want high contingent income, (b) are tactically neutral-to-moderately bullish on DIS over the next three years, (c) can tolerate full principal loss and limited liquidity, and (d) understand tax complexity of prepaid forward treatment.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., has filed a 424(b)(2) preliminary pricing supplement for a new structured note: Contingent Income Callable Securities due July 2027. The unsecured senior notes are linked to the worst-performing of three U.S. equity indices—the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX)—and carry principal-at-risk features.
Key economic terms:
- Stated principal: $1,000 per note; aggregate amount TBD.
- Tenor: ~2 years (July 2025 – July 2027) unless called earlier at issuer’s discretion on quarterly “potential redemption dates” (first as soon as Oct 23 2025).
- Contingent coupon: ≥2.075% per quarter (≥8.30% p.a.) paid only if, throughout each observation period, none of the indices closes below 65 % of its initial level. A single breach (“coupon barrier event”) eliminates that quarter’s payment.
- Downside threshold: 65 % of initial level. If, at final valuation, the worst index is below this level, repayment is $1,000 + $1,000×index return, exposing investors to a 1-for-1 loss down to zero.
- Issuer call: Citigroup may redeem at par plus any due coupon; investors face reinvestment risk and truncated yield.
- Estimated value on pricing date: ≥$918 (< issue price), reflecting structuring & selling costs, hedging profit and Citi’s internal funding rate.
- Fees: $20 underwriting per note (incl. $15 dealer concession and $5 MSWM structuring fee).
- Listing: None; secondary liquidity relies solely on CGMI’s discretionary market-making.
Risk highlights (see “Summary Risk Factors”): potential 100 % principal loss; coupon uncertainty; exposure to each index’s idiosyncratic risk; adverse call timing; value erosion due to fees and bid-ask spreads; credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; uncertain tax treatment.
Investor profile: suitable only for investors seeking enhanced yield, prepared for high downside and liquidity risks, and comfortable with Citi credit exposure. The filing does not impact Citigroup’s common equity holders materially; it represents routine funding activity.