Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has filed a prospectus supplement for Dual Directional Buffer Securities linked to the S&P 500 Index, due August 2026. These structured notes offer unique features:

Key characteristics include:

• $1,000 stated principal amount per security
• 1-to-1 upside participation up to a maximum return of at least 11.31%
• 10% downside buffer protection
• Potential positive returns even in declining markets through absolute return feature
• No periodic interest payments

Notable risks include: leveraged downside exposure beyond the 10% buffer, no minimum payment guarantee at maturity, and full credit risk exposure to Citigroup. The estimated value at pricing (minimum $934.50) will be less than the $1,000 issue price. The securities will not be listed on any exchange, potentially limiting liquidity. CGMI will receive a $10 underwriting fee per security, with J.P. Morgan Securities acting as placement agent.

Citigroup Global Markets Holdings is offering Equity Linked Securities tied to the worst-performing of three underlyings: Dow Jones Industrial Average, First Solar, and S&P 500 Index, due July 1, 2027. The securities offer monthly coupon payments at a minimum rate of 13.05% per annum.

Key features include:

• Principal amount: $1,000 per security
• Downside threshold: 55% of initial value for each underlying
• Risk of significant loss if any underlying falls below threshold
• Initial values: DJIA (42,982.43), First Solar ($152.70), S&P 500 (6,092.16)

Investors face full downside exposure to the worst-performing underlying if it falls below the threshold. The securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup, with estimated value of at least $933.00 per security. No listing on securities exchanges is planned, potentially limiting liquidity.

Citigroup Global Markets Holdings has filed a prospectus supplement for Buffered Digital Securities linked to the S&P 500® Index, due August 2026. The securities, guaranteed by Citigroup, offer a unique investment structure with the following key features:

The securities provide:

• A fixed return (minimum 8.31%) if the S&P 500 closes at or above the final buffer level (90% of initial index)
• 10% downside buffer protection, but leveraged losses beyond the buffer
• No interest payments or dividend participation
• $1,000 principal amount per security

Key risks include: potential principal loss exceeding index decline if buffer is breached, credit risk of Citigroup, limited liquidity, and capped upside potential. The estimated value ($935.00 minimum) will be less than the issue price. CGMI receives a $10.00 underwriting fee per security, with J.P. Morgan Securities acting as placement agent.

Citigroup Global Markets Holdings has filed a pricing supplement for Callable Contingent Coupon Equity Linked Securities tied to Monolithic Power Systems, due July 2, 2027. The securities, guaranteed by Citigroup, offer potential periodic contingent coupon payments at an annualized rate of at least 14.00%.

Key features include:

• Stated principal amount of $1,000 per security
• Contingent coupon payments depend on underlying stock price staying above 50% of initial value
• Citigroup can call securities for redemption on specified dates
• Risk of principal loss if final underlying value falls below barrier value (50% of initial value)
• Estimated value at least $921.00 per security, below issue price

Notable risks: No guaranteed coupon payments, potential significant loss of principal, limited liquidity, and credit risk of Citigroup. Securities will not be listed on any exchange. CGMI receives an underwriting fee of up to $18.50 per security.

Citigroup Global Markets Holdings has announced Autocallable Contingent Coupon Equity Linked Securities tied to the performance of Amazon.com, Eli Lilly and Company, and FedEx Corporation, due July 6, 2028. The securities offer potential periodic contingent coupon payments at an annualized rate of approximately 12.40%.

Key features include:

• Stated principal amount of $1,000 per security
• Contingent coupon payments of at least 1.0333% per period if worst-performing underlying meets threshold
• Automatic early redemption feature if worst-performing underlying exceeds 90% of initial value
• Downside risk tied to worst-performing underlying with 70% final barrier value
• Estimated value of $882.00 per security, below issue price

Investors face risks including potential loss of principal, missed coupon payments, and early redemption. All payments are subject to Citigroup's credit risk. Securities will not be listed on any exchange, potentially limiting liquidity.

Citigroup Global Markets Holdings is offering Autocallable Contingent Coupon Equity Linked Securities tied to the performance of NVIDIA, Tesla, and UnitedHealth Group, due July 6, 2028. Key features include:

• Securities offer potential periodic contingent coupon payments at an annualized rate of at least 21.75%, subject to the performance of the worst-performing underlying stock
• Principal amount is $1,000 per security with early redemption possible if worst-performing stock exceeds its autocall barrier value
• Investors face significant risks including: - No guaranteed coupon payments - Possible loss of principal if worst-performing stock falls below barrier - Limited liquidity - Credit risk of Citigroup
• Features downside protection until 70% of initial value, but investors don't participate in upside gains
• Estimated value at pricing date expected to be at least $876.50 per security, below issue price

This structured product targets investors seeking enhanced yield while accepting significant market and credit risk linked to three major tech and healthcare stocks.

Citigroup Global Markets Holdings is offering Buffered Notes linked to the SPDR EURO STOXX 50 ETF (FEZ) due August 2026. These structured notes offer:

• Modified exposure to ETF performance with 150% upside participation rate up to a maximum return of 14.805%
• 10% downside buffer against initial losses, but accelerated losses beyond the buffer point
• Principal at risk - investors can lose significant portion if ETF declines more than 10%
• No periodic interest payments or dividend payments
• $1,000 per note principal amount

Key dates include expected pricing on July 28, 2025 and maturity on August 13, 2026. Notes are issued by Citigroup Global Markets Holdings and guaranteed by Citigroup Inc. The estimated value at issuance will be at least $925.50 per note, below the $1,000 issue price. Notes involve credit risk of the issuer and limited liquidity as they will not be exchange-listed.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Buffered Securities linked to the EURO STOXX 50® Index (SX5E). Each security has a $1,000 stated principal and will be issued on or about July 31, 2025, maturing (unless earlier redeemed) on August 2, 2027.

Key structural features include: (i) automatic early redemption on the first valuation date (August 10, 2026) if the index closes at or above its initial value, paying $1,000 plus a 13.72 % premium; (ii) if not auto-called, investors participate in any index appreciation at a 125 % upside participation rate; (iii) 15 % downside buffer—full principal is repaid at maturity provided the index does not fall below 85 % of its initial level. Should the index finish below the buffer, repayment equals $1,000 + [$1,000 × 117.65 % × (index return + 15 %)] which results in losses greater than the index decline beyond the buffer.

Risk considerations: the notes pay no periodic interest, are unsecured and unsubordinated, and are exposed to the credit risk of Citigroup. They will not be listed, creating potential liquidity constraints. The issue price is $1,000, but Citigroup estimates the value on the pricing date will be at least $925.50, reflecting dealer margins and hedging costs. The underwriting fee is $15 per note; fiduciary accounts pay $985 with no fee.

Investors must be comfortable with (a) potential loss of principal beyond the 15 % buffer, (b) the possibility of being called away after one year, capping upside at the 13.72 % premium, (c) lack of secondary market, and (d) reliance on Citigroup’s creditworthiness.