Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has filed a prospectus supplement for three separate offerings of Airbag Autocallable Yield Notes due June 29, 2026, linked to: lululemon athletica (LULU), Novo Nordisk ADSs (NVO), and Norwegian Cruise Line Holdings (NCLH).

Key features of the notes include:

• Monthly coupon rates ranging from 10.50% to 12.10% per annum depending on the underlying
• Automatic call feature if underlying closes at/above initial price on quarterly observation dates
• Principal at risk - if underlying closes below conversion price (70-80% of initial price) at maturity, investors receive shares worth less than principal
• $1,000 denomination per note with $15 underwriting discount

The estimated values of the notes on Trade Date (June 27, 2025) will be at least $973.30-$975.20, below the $1,000 issue price. Notes are senior unsecured obligations guaranteed by Citigroup, subject to issuer credit risk. The offerings highlight significant downside market risk and potential loss of principal.

Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Buffered Notes linked to an equally weighted basket of four bank stocks, due June 2027. The securities are fully guaranteed by Citigroup.

Key features of the offering include:

• $1,000 stated principal amount per security with $10,000 minimum purchase
• Potential for automatic early redemption in July 2026 with 14.82% premium if basket level meets threshold
• 125% upside participation rate if basket appreciates at maturity
• 15% downside buffer protection, but investors face leveraged losses below buffer level
• Basket composed of equal weights of Bank of America, Capital One Financial, Morgan Stanley, and Wells Fargo stocks

The estimated value of securities on pricing date will be at least $914.50 per security, below the $1,000 issue price. CGMI receives $15.00 underwriting fee per security. Securities are not listed on any exchange and involve credit risk of both Citigroup Global Markets Holdings and Citigroup.

Citigroup Global Markets Holdings announces 3-Year Autocallable Contingent Coupon Securities linked to AMD stock, with pricing date set for July 16, 2025 and maturity on July 19, 2028. The securities offer quarterly contingent coupons of at least 11.20% per annum if AMD's closing value remains above the 60% coupon barrier.

Key features include:

• Automatic early redemption if AMD's closing value equals/exceeds initial value on quarterly autocall dates
• Principal protection at maturity if AMD stays above 60% of initial value
• Full downside exposure if AMD falls below 60% barrier at maturity
• CUSIP: 17333LAV7

Risk considerations: Investors may lose entire investment; no guaranteed coupons; early redemption risk; credit risk of Citigroup; limited liquidity as securities won't be exchange-listed. The estimated value will be less than issue price of $1,000 per security.

Citigroup Global Markets Holdings announces 3-Year Autocallable Contingent Coupon Securities linked to Target Corporation (TGT), scheduled for pricing on July 16, 2025, with maturity on July 19, 2028. The securities offer:

• Quarterly contingent coupon of at least 11.00% per annum, payable if TGT closes at or above 60% of initial value
• Automatic early redemption feature triggered if TGT closes at or above initial value on quarterly valuation dates after 6 months
• Principal protection at maturity if TGT remains above 60% of initial value; otherwise, 1:1 downside exposure

Key risks include potential loss of principal, limited upside potential, early redemption risk, and credit risk of Citigroup. The securities (CUSIP: 17333LBF1) will not be exchange-listed. The estimated value at pricing will be less than the issue price of $1,000 per security. Payment structure includes full principal loss if TGT falls below 60% barrier at maturity.

Citigroup Global Markets Holdings has filed a 424B2 for Autocallable Contingent Coupon Equity Linked Securities tied to Target Corporation, due July 19, 2028. The securities offer potential periodic contingent coupon payments at an annualized rate of at least 11.00%, with a stated principal amount of $1,000 per security.

Key features include:

• Contingent coupon payments of at least 2.75% per quarter if Target's stock closes at or above the 60% coupon barrier
• Automatic early redemption if Target's stock closes at or above initial value on any autocall date
• Risk of principal loss if Target's stock falls below 60% of initial value at maturity
• Estimated value of at least $883.00 per security, below the $1,000 issue price

Risk Considerations: Investors face potential loss of principal, no dividend participation, and credit risk of Citigroup. The securities offer limited liquidity with no exchange listing. The automatic call feature may limit upside potential, while downside risk remains significant with possible loss of entire investment.

Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to Advanced Micro Devices (AMD), due July 19, 2028. The securities offer potential periodic contingent coupon payments at an annualized rate of at least 11.20%.

Key features of the offering include:

• Stated principal amount of $1,000 per security
• Contingent coupon payments of at least 2.80% per quarter if AMD's stock price is above the barrier value
• Automatic early redemption feature if AMD's stock closes at or above initial value on specified dates
• 60% downside protection barrier at maturity
• Estimated value of at least $882.50 per security, below the issue price

Notable risks include potential loss of principal if AMD stock falls below 60% of initial value, no guaranteed coupon payments, and limited upside potential due to early redemption features. The securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup Inc.

Citigroup Global Markets Holdings has issued Autocallable Buffer Securities linked to the S&P 500® Index, due June 28, 2028. Key features include:

• Principal Amount: $1,000 per security with total offering of $1,865,000
• Structure: No regular interest payments; potential for automatic early redemption at 8.75% premium if S&P 500 closes at or above initial value of 6,025.17 on June 24, 2026
• Maturity Features: If not called early: - Upside participation rate of 110% if index appreciates - Principal protection if index declines up to 20% - 1:1 downside exposure beyond 20% buffer
• Risk Factors: Credit risk of Citigroup, no interest payments, potential principal loss, limited liquidity

The estimated value of $979.30 per security is below the issue price of $1,000, with CGMI receiving a $10.00 underwriting fee per security. The securities are not bank deposits and lack FDIC insurance.

Citigroup Global Markets Holdings is offering Autocallable Securities linked to the performance of three major indices: the Nasdaq-100, Russell 2000, and S&P 500, due June 27, 2030. Key features include:

• Principal Amount: $1,000 per security with total offering of $1,086,000
• Automatic early redemption feature if worst-performing index meets or exceeds initial value
• Premium payment structure ranging from 10% to 50% based on redemption date
• Downside risk: If worst-performing index falls below 70% barrier at maturity, investors lose 1% for every 1% decline
• No interest payments or dividend participation

The securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup Inc. The estimated value of $947.70 per security is below the issue price of $1,000, with CGMI receiving an underwriting fee of up to $41.25 per security. These complex instruments carry significant market and credit risks.