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. (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.

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.

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.