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., fully guaranteed by Citigroup Inc., is offering contingent income callable senior notes linked to the S&P 500® Index, maturing in February 2028. These notes pay a 2.00% quarterly contingent coupon (8.00% per year) per $1,000 security when, on the relevant valuation date, the S&P 500 closing level is at least 80% of the initial index level.
The issuer may redeem the notes in whole on specified quarterly redemption dates starting in May 2026, paying $1,000 plus any due contingent coupon. If held to maturity and the final index level is at least 80% of the initial level, investors receive $1,000 per security (plus any final coupon). If the final level is below 80%, repayment is reduced 1‑for‑1 with the index decline, so investors can lose a significant portion or all of their principal and receive no coupons. The securities are unsecured obligations of the issuer, not listed on any exchange, and include underwriting and distribution fees that result in an estimated value on the pricing date expected to be at least $926 per $1,000 security.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured market-linked notes tied to the worst performer of the Russell 2000® Index and the S&P 500® Index, maturing on February 16, 2029.
Each security has a $1,000 stated principal amount, pays no interest and offers 100% upside participation in the appreciation of the worst performing index, capped at a maximum return of $210 per security (21%). If the worst performing index is flat or down at valuation, investors receive only the $1,000 principal at maturity.
The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange and may have limited liquidity. Investors also forgo dividends on the indices and bear risks related to small-cap exposure via the Russell 2000® and to using a single valuation date.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable notes linked to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indexes, maturing in February 2029. Each security has a $1,000 stated principal amount and pays no interest.
The notes can be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial level, returning $1,000 plus a fixed premium that steps up from 13.75% to 41.25% of principal over time. If held to maturity, investors receive $1,000 plus the final premium if the worst index is at or above its initial level, $1,000 if it is below the initial level but at or above 70% of that level, and a loss matching the index decline if it finishes below 70%, down to zero.
The estimated value on the pricing date is expected to be at least $922.50 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The securities are not listed, may have limited liquidity, and expose investors to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Inc. is offering unsecured callable zero-coupon notes due February 10, 2033. Each note has a $1,000 stated principal amount and accretes at a 5.47% per annum non-compounding accrual yield to a payment of $1,382.90 at maturity, if not redeemed earlier.
The notes pay no periodic interest. Beginning February 10, 2027, Citigroup may redeem all notes on each February 10 at their scheduled accreted value, which ranges from $1,054.70 in 2027 to $1,328.20 in 2032. The notes are intended to qualify as TLAC-eligible debt, meaning losses in a Citigroup bankruptcy could be imposed on noteholders.
Citigroup may substitute a wholly owned subsidiary as issuer, while guaranteeing payments, and certain Citigroup bankruptcy or covenant events would then no longer trigger default. The notes are not listed on any exchange, may trade at a temporary premium for about four months, are sold through Citigroup Global Markets Inc. with up to a $10 per-note underwriting fee, and are issued with taxable original issue discount for U.S. holders.
Citigroup Inc. is offering depositary shares, each representing a 1/25th interest in a new Series JJ fixed rate reset noncumulative preferred stock issue. Each preferred share has a $25,000 liquidation preference, equivalent to $1,000 per depositary share, with dividends payable quarterly when and if declared.
The dividend rate is fixed until an initial reset date, then resets every five years to the five‑year U.S. Treasury rate plus a spread. Dividends are noncumulative and can be skipped without obligation to repay. The preferred stock is perpetual, redeemable at Citigroup’s option on specified dividend dates or after a Regulatory Capital Event, subject to Federal Reserve approval.
The preferred ranks senior to common stock and pari passu with Citigroup’s existing preferred series for dividends and liquidation, has very limited voting rights, and the depositary shares will not be listed on any exchange. Net proceeds are expected to be used for general corporate purposes, including possible redemptions or repurchases of outstanding preferred and other Citigroup securities.
Citigroup Global Markets Holdings Inc. is offering unsecured, autocallable senior notes linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, maturing in February 2031, in $1,000 denominations and fully guaranteed by Citigroup Inc.
The notes pay no interest and may redeem early at scheduled dates if the index is at least 90% of its initial level, returning $1,000 plus a fixed premium that steps up over time to 97% on the final valuation date. If held to maturity without autocall, principal is repaid only if the final index level stays at or above a 60% barrier; below that, losses match the index decline on a 1‑for‑1 basis, up to total loss.
The underlying index is complex and risky, using a 40% volatility target, leverage up to 500% on S&P 500 futures, and a persistent 6% annual decrement, all of which can cause the index to underperform the S&P 500 and amplify drawdowns. Investors face Citigroup credit risk, limited or no liquidity, an initial estimated value of about $897 per $1,000 note (below issue price), and uncertain U.S. tax treatment expected to follow a prepaid forward contract approach.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable notes linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, in $1,000 denominations, maturing in February 2031.
The notes pay no interest and may 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 can reach 145% of principal by the final valuation date. If held to maturity and not called, investors receive $1,000 plus the final premium if the index is at or above its initial level, $1,000 if it is between 60% and 100% of the initial level, or suffer a 1-for-1 loss below the 60% barrier, up to total loss of principal.
The highly complex underlying index uses up to 500% leveraged exposure to S&P 500 futures, a 40% volatility target and a 6% per annum decrement, and is expected to underperform the S&P 500 Index. The notes are not listed, carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., include an underwriting fee of up to $8.00 per note, and have an estimated initial value of at least $896.50 per note, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior autocallable securities linked to the worst performer of the Dow Jones Industrial Average, EURO STOXX 50® Index and S&P 500® Index, with a stated principal amount of $1,000 per security.
The notes pay no interest and do not guarantee principal repayment. They can be automatically redeemed on scheduled valuation dates starting February 17, 2027 if the worst performing index is at or above its initial value, returning $1,000 plus a preset premium that steps up from 10.25% to 51.25% of principal through February 18, 2031.
If not redeemed early, maturity payments depend solely on the worst index on the final valuation date. Investors receive $1,000 plus the final premium if it is at or above its initial value, $1,000 if it is below initial but at or above 70% of initial, and otherwise suffer a 1-for-1 loss matching its decline, potentially losing their entire investment.
The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any exchange, and have an estimated value on the pricing date expected to be at least $898.00 per $1,000, below the issue price, reflecting fees, hedging costs and the issuer’s internal funding rate.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering market-linked medium-term senior notes tied to the SPDR® Gold Trust. Each security has a $1,000 stated principal amount, matures on February 10, 2027, and does not list on any exchange.
If the SPDR® Gold Trust finishes at or above 115% of its initial value, investors receive principal plus an $180 knock-out premium. Otherwise, they receive principal plus the underlying return, with losses at maturity capped at $50 per security. The underwriting fee is $5 per security, and the estimated value on the pricing date is expected to be at least $949, reflecting embedded costs and hedging.