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 $19,765,000 of Contingent Income Callable Securities due January 27, 2028, linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each $1,000 security may pay a quarterly contingent coupon of $23.50 (2.35%, or 9.40% per annum) if, on every trading day in the observation period, all three indices stay at or above 70% of their initial levels, which also serve as downside thresholds and coupon barriers.
The issuer can redeem the notes in whole on specified quarterly dates for $1,000 plus any due coupon, which could limit income to as little as three months. If not called and the worst-performing index finishes at or above its downside threshold, investors receive $1,000 plus any final coupon. If the worst-performing index finishes below its threshold, repayment falls to $1,000 plus $1,000 times that index’s return, exposing investors to one-for-one losses that can reduce principal well below 70% and potentially to zero. The notes are not listed, have an issue price of $1,000 and an estimated value of $965.10, and involve complex risk and tax considerations.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured equity-linked notes tied to the worst performer of the S&P SmallCap 600 Index, SPDR S&P Oil & Gas Exploration & Production ETF and SPDR S&P Regional Banking ETF, maturing on February 2, 2029.
The notes pay a contingent coupon of 2.3125% per quarter (9.25% per year) only if the worst-performing underlying on each observation date stays at or above 55% of its initial level. At maturity, if not called and the worst underlying finishes below this 55% barrier, principal is reduced one-for-one with the loss and can fall to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The notes will not be listed, carry Citigroup credit risk, and have an estimated value on the pricing date of at least $893.50 per $1,000 issue price, reflecting selling, structuring and hedging costs.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $12,954,000 of Autocallable Phoenix Securities linked to NVIDIA Corporation common stock. Each security has a $1,000 stated principal amount, with an estimated value at pricing of $984.50 per security.
The notes pay a 5.00% contingent coupon of principal on each valuation cycle only if NVIDIA’s share price is at or above the coupon barrier of $150.136, equal to 80% of the $187.67 initial share price. Missed coupons can be “made up” later if the barrier is met on a subsequent date.
The securities may be automatically redeemed early if, on any interim valuation date, NVIDIA’s share price is at or above the initial share price, returning $1,000 plus the applicable contingent coupon and any unpaid coupons. If held to maturity without early redemption, investors receive $1,000 plus the final coupon if the final share price is at or above the same 80% barrier.
If the final share price falls below the barrier, repayment is reduced by a leveraged downside formula using a 20% buffer and a 125% buffer rate, which can lead to substantial loss of principal, up to a total loss. The notes are not listed, involve issuer and guarantor credit risk, and may be subject to U.S. and non-U.S. withholding tax on coupons.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $15.667 million of Contingent Income Auto-Callable Securities linked to Advanced Micro Devices, Inc. common stock. Each security has a $1,000 stated principal amount and matures on January 26, 2029, unless called earlier.
Investors may receive a 13.30% per annum contingent coupon, paid quarterly at 3.325% of principal, but only when AMD’s closing price on the relevant valuation date is at or above the downside threshold of $129.84 (50% of the $259.68 initial share price). Missed coupons can be paid later if the stock recovers above the threshold, but can be lost entirely if it never does.
If on any potential redemption date AMD closes at or above the initial share price, the notes are automatically redeemed for $1,000 plus the due contingent coupon (including any unpaid coupons), ending future payments. At maturity, if the notes have not been called and AMD is at or above the threshold, holders receive $1,000 plus the final contingent coupon. If AMD finishes below the threshold, repayment is reduced 1-to-1 with the share decline, and investors can lose most or all of their principal and receive no coupon.
The securities are not listed, are subject to Citigroup credit risk, and have an estimated value of $955.30 per $1,000 at pricing, below the issue price due to fees, structuring costs and hedging. Non-U.S. investors may face 30% withholding on coupon payments, and the U.S. tax treatment is uncertain, with Citigroup intending to treat the product as a prepaid forward contract with taxable coupon income.
Citigroup Inc. is issuing callable fixed-rate notes due January 28, 2033, in $1,000 denominations, paying a 4.60% annual interest rate. Interest is paid semi-annually on January 28 and July 28, starting July 28, 2026, using a 30/360 day-count convention. At maturity, investors receive $1,000 per note plus any accrued and unpaid interest, unless the notes are redeemed earlier.
Beginning April 28, 2027, Citigroup may redeem the notes in whole on specified quarterly redemption dates at 100% of principal plus accrued interest, which can shorten the life of the investment if market rates move. The notes are intended to qualify as TLAC-eligible debt, meaning in a Citigroup bankruptcy losses would be borne ahead of some other creditors and recovery could be limited. A wholly owned subsidiary may assume the obligations, with Citigroup guaranteeing payments, which can affect credit risk and certain covenant protections.
The notes will not be listed on any securities exchange, and secondary liquidity depends on dealer interest. CGMI, an affiliate underwriter, earns up to $12 per note in underwriting fees, with issue prices for some institutional or fee-based accounts between $988 and $1,000. For about four months after issuance, CGMI’s indicative valuations may include a temporary upward adjustment tied to expected hedging profit. Net proceeds are for general corporate purposes and to hedge Citigroup’s obligations on the notes.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable Phoenix securities linked to Caterpillar Inc. (CAT) stock, with a total stated principal of $3,267,000 and $1,000 per security, maturing February 10, 2027 unless redeemed earlier.
Investors may receive a 4.40% contingent coupon on each observation date if Caterpillar’s share price is at or above the coupon barrier of $532.627, equal to 85.00% of the $626.62 initial share price. Missed coupons can be “caught up” later if the barrier is met.
If on any interim valuation date the share price is at least the initial price, the notes are automatically redeemed at $1,000 plus the applicable coupon. If held to maturity without early redemption and the final share price is at or above the 85.00% final barrier, investors receive principal plus the contingent coupon (including any unpaid coupons). If the final share price is below the final barrier, repayment is reduced according to a formula with a 15.00% buffer, and investors can lose some or all of principal. The notes are not listed, the estimated value at pricing was $985.30 per security, and complex risk and U.S. tax consequences apply.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $4,217,000 of Contingent Income Callable Securities due January 27, 2028 linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices.
The notes pay a contingent quarterly coupon of 2.025% of principal (8.10% per annum) only if, on every trading day in the observation period, all three indices stay at or above 65% of their initial levels. Citigroup may redeem the notes in whole on scheduled quarterly dates for $1,000 per security plus any due coupon.
At maturity, if not previously called, investors receive $1,000 per security if the worst-performing index finishes at or above its 65% downside threshold; otherwise repayment is reduced one-for-one with that index’s loss, potentially down to zero. The notes are not exchange‑listed, carry principal risk, and priced at $1,000 with an estimated value of $965.70 per security.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing medium-term autocallable contingent coupon equity-linked securities tied to the worst performer of the Russell 2000® and S&P 500® indices, maturing September 1, 2027.
The notes pay a contingent coupon of at least 2.1625% per quarter (at least 8.65% per year) only if, on each valuation date, the worst-performing index is at or above 75% of its initial level. If the worst-performing index is below this coupon barrier, no coupon is paid for that period.
The notes can be automatically called on specified dates if the worst-performing index is at or above its initial level, returning $1,000 per note plus the applicable coupon and ending future payments. If not called and, at final valuation, the worst-performing index is below 75% of its initial level, repayment of principal is reduced 1% for each 1% decline, and investors may lose their entire investment.
The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. They will not be listed on any exchange, may have limited or no liquidity, and their estimated value on the pricing date (based on internal models) will be below the $1,000 issue price. The risk disclosure highlights market, correlation, volatility, valuation, conflicts of interest and complex U.S. federal tax and withholding considerations, particularly for non-U.S. investors.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to Oracle Corporation, maturing January 26, 2029. Each security has a $1,000 stated principal amount and an issue size of $660,000.
The securities pay a 3.75% contingent coupon per quarter (15.00% per annum) only if Oracle’s closing value on the relevant valuation date is at or above the coupon barrier of $88.58, which is 50.00% of the initial value of $177.16. Missed barriers mean no coupon for that period.
Beginning April 23, 2026, the notes are automatically called if Oracle is at or above the initial value on a potential autocall date, returning $1,000 plus the coupon, which can cap total income if the stock performs well.
If not called, at maturity investors receive $1,000 per note only if the final Oracle value is at or above the final barrier of $88.58. Below the barrier, repayment is $1,000 + ($1,000 × underlying return), creating one-for-one downside exposure and the possibility of a total loss.
The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not listed, and may have limited liquidity. The estimated value on the pricing date is $966.40 per security, below the $1,000 issue price, reflecting fees, hedging costs and internal funding assumptions.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing January 26, 2029. Each security has a $1,000 stated principal amount.
The notes pay a quarterly contingent coupon of 2.3125% of principal (equivalent to 9.25% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level. Citigroup may redeem the notes on specified dates at $1,000 plus any due coupon.
If not redeemed early and the worst-performing index is at least 65% of its initial level on the final valuation date, investors receive $1,000 back. If it finishes below 65%, repayment is reduced one-for-one with that index’s loss, potentially to zero, with no final coupon.
The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and will not be listed on an exchange. The issue price is $1,000 per security, total issue price $1,500,000, with up to $20 per note underwriting fees and estimated value of $976.40 on the pricing date.