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 tied to the worst performer of the EURO STOXX 50® Index, Nasdaq-100 Index® and S&P 500® Index, maturing on March 9, 2029.
Each $1,000 security may pay a quarterly contingent coupon of at least 2.775% (at least 11.10% per annum) only if the worst-performing index on the relevant valuation date is at or above 75% of its initial level. At maturity, if not called, you receive $1,000 only if the worst index is at or above 75% of its initial level; otherwise, repayment is reduced one-for-one with that index’s loss and can fall to zero.
The notes are callable at the issuer’s option on specified dates starting in 2027, are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, and have an estimated value on the pricing date of at least $931 per $1,000 issue price.
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 indices, maturing in August 2028.
The notes have a $1,000 denomination and pay a contingent coupon of at least 3.1625% per quarter (at least 12.65% per annum) only if, during each observation period, all three indices stay at or above 70% of their initial values. If any index closes below its 70% coupon barrier on any trading day in an observation period, no coupon is paid for that period.
At maturity, if not previously called and the worst-performing index is at or above 60% of its initial value, investors receive $1,000 plus any final coupon. If it is below 60%, repayment is reduced one-for-one with the index loss, potentially to zero. Citigroup may redeem the notes early on specified coupon dates at $1,000 plus the applicable coupon, limiting future income. The notes are not exchange-listed, are subject to Citi credit risk, and have an estimated value on the pricing date expected to be at least $940 per $1,000 issue price due to structuring, hedging costs and internal funding assumptions.
Citigroup Inc. filed a Certificate of Designations in Delaware on February 2, 2026, creating a new series of 6.250% Noncumulative Preferred Stock, Series II. This filing immediately amended Citigroup’s Restated Certificate of Incorporation to add the rights and preferences of this preferred series.
Citigroup also entered into an underwriting agreement for depositary shares, each representing a 1/1,000th interest in a share of the new Series II preferred stock. A deposit agreement with Computershare entities covers the administration of the depositary shares and underlying preferred stock, and a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP is included as an exhibit.
Citigroup Inc. is offering 32,000,000 depositary shares, each representing a 1/1,000th interest in a share of 6.250% noncumulative Preferred Stock, Series II, with an aggregate liquidation preference of $800,000,000 (excluding any over-allotment option).
The preferred stock pays discretionary, noncumulative cash dividends at 6.250% per year on the $25,000 liquidation preference per share (equivalent to $1.5625 per depositary share), quarterly in arrears, beginning May 15, 2026. The shares are perpetual, rank senior to common stock, and may be redeemed on or after February 15, 2031, or earlier after a Regulatory Capital Event, at $25,000 per share (or $25 per depositary share) plus declared and unpaid dividends, subject to Federal Reserve approval.
Citigroup expects net proceeds of approximately $779,400,000 for general corporate purposes, which may include redeeming outstanding preferred stock or other securities. Application will be made to list the depositary shares on the NYSE under the symbol “C PR R”.
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 on February 4, 2031.
The notes pay a contingent coupon of 1.675% per quarter (6.70% per year) only if, on each valuation date, the worst-performing index is at or above 65% of its initial level. If it falls below that barrier on a given date, no coupon is paid for that period.
If the notes are not called early and, on the final valuation date, the worst-performing index is at or above 65% of its initial level, investors receive the $1,000 principal per note. If it is below 65%, repayment is reduced one-for-one with the index loss, down to a possible zero return of principal.
The notes may be automatically called on specified dates starting in 2027 if the worst-performing index is at or above its initial level, returning $1,000 plus the applicable coupon. The securities are not listed, carry full principal risk, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured callable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, the Russell 2000® Index and the S&P 500® Index, with total proceeds of $8,086,000.
The notes pay a quarterly contingent coupon of 2.4625% of principal (9.85% per annum) only if the worst-performing index on each valuation date stays at or above 75% of its initial level. At maturity in 2030, if not earlier called, principal is fully repaid only if the worst-performing index is at least 65% of its initial level; otherwise repayment is reduced one-for-one with that decline, potentially to zero.
Citigroup may redeem the notes early at par plus any due coupon on specified dates. The securities are not listed, carry full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and were priced at $1,000 per note with an estimated value of $978.90, reflecting embedded costs and hedging economics.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term notes linked to the worst performing of the Dow Jones Industrial Average, Russell 2000® Index and S&P 500® Index, maturing in February 2028.
The notes pay a contingent coupon of 2.50% of principal per quarter (10.00% per year) only when, on the relevant valuation date, the worst-performing index is at or above 76% of its initial level. Otherwise no coupon is paid.
At maturity, if the notes have not been called and the worst index is at or above 76% of its initial level, investors receive their full $1,000 principal back. If it is below that barrier, repayment is reduced one-for-one with the index loss, potentially to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The notes are not listed, carry credit risk of Citigroup entities, have an estimated initial value below the $1,000 issue price and involve complex tax and withholding considerations, especially for non‑U.S. holders.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked senior notes tied to the worst performer of the Russell 2000® and S&P 500® indexes, maturing in February 2027.
The notes pay a 2.80% quarterly contingent coupon (equivalent to 11.20% per year) only if, on each valuation date, the worst-performing index closes at or above 70% of its initial level. If this condition is not met, no coupon is paid for that quarter.
The notes can be automatically called on scheduled dates in 2026 if the worst-performing index is at or above its initial level, returning principal plus the coupon. If not called, principal repayment at maturity depends on both index performance and a “knock-in” test: if any index ever closes below 70% of its initial level and finishes below its initial level, investors share fully in that index’s loss, potentially losing their entire investment.
The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any exchange, and may be difficult to sell. The issuer expects the notes’ estimated value on the pricing date to be about $939.50 per $1,000, below the issue price, reflecting fees, hedging costs and internal funding assumptions. The filing also highlights complex risk, liquidity and U.S. tax considerations, especially for non-U.S. holders, including potential 30% withholding on coupon payments.
Citigroup Global Markets Holdings Inc. priced callable contingent coupon equity-linked senior notes due February 19, 2030 with a $1,000 stated principal amount per security. The offering links payoff to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices, uses a series of monthly valuation dates beginning March 13, 2026, and may be called on numerous potential redemption dates.
Contingent coupons equal at least 0.9083% per payment (approximately 10.90% per annum if all paid), payable only when the worst performing underlying on a valuation date is >= its coupon barrier (set at 70% of initial value). If the worst performing underlying is below its final barrier (70%) at the final valuation date, principal at maturity is reduced by that underlying's percentage decline; payment may be significantly less than principal, possibly zero. Payments are guaranteed by Citigroup Inc. and are subject to issuer/guarantor credit risk.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable notes linked to the worst performer of the EURO STOXX 50® and Russell 2000® indices. Each security has a $1,000 stated principal amount and pays no interest.
The notes can be automatically redeemed on scheduled valuation dates from February 2027 through February 2031 if the worst performing index is at or above its initial level, returning $1,000 plus a fixed premium of at least 14.50% up to 72.50% of principal, depending on the redemption date.
If not called, principal repayment at maturity depends on the worst index level. At or above its initial value, investors receive $1,000 plus the final premium; between 70% and 100% of the initial value, they receive only $1,000; below 70%, losses match the index decline, potentially down to zero.
The notes are not listed, carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated value on the pricing date expected to be at least $926.50 per $1,000 issue price, reflecting fees, hedging costs and internal funding assumptions.