Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities due June 25, 2030, linked to the worst-performing of three underlying assets: Energy Select Sector SPDR Fund, Nasdaq-100 Index, and Russell 2000 Index.

Key features of the securities include:

• Stated principal amount of $1,000 per security with total offering of $5,267,000
• Potential 8.00% per annum contingent coupon payments, subject to underlying performance
• Automatic early redemption feature if worst-performing underlying exceeds initial value on observation dates
• Risk of principal loss if worst-performing underlying falls below 60% of initial value at maturity
• Estimated value of $921.70 per security, below issue price, with $41.25 underwriting fee

Securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup Inc. Investors face credit risk and potential loss of principal, with no participation in underlying asset appreciation.

Offering overview: Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Medium-Term Senior Notes, Series N — Autocallable Contingent Coupon Equity-Linked Securities linked to the worst performing of the Dow Jones Industrial Average (initial 42,206.82) and the S&P 500 Dynamic Participation Index (initial 1,037.06).

Each US$1,000 note may pay a contingent coupon of 0.5625 % per quarterly observation (6.75 % p.a.) when the worst performer closes on or above 80 % of its initial level on the relevant valuation date. No coupon is paid for any period in which this barrier is breached.

The notes can be automatically redeemed at par plus the current coupon on any scheduled valuation date from 22 Jun 2026 onward if the worst performer is at or above its initial level. If not called, they mature on 25 Jun 2030.

Principal protection: At maturity investors receive par if the worst performer is at or above 85 % of its initial level (15 % buffer). Below that threshold, repayment is reduced 1-for-1 for losses beyond 15 %, exposing holders to significant downside.

Pricing & fees: Issue price US$1,000; estimated value US$941.70 (≈5.8 % discount). Underwriting fee up to US$37.50 (3.75 %). Total proceeds to issuer about US$3.55 million. The securities are unlisted, carry Citi credit risk and may have limited liquidity.

Investors do not receive dividends from either index and are exposed solely to the performance of the worst performer.

Citigroup Global Markets Holdings is offering Dual Directional Barrier Securities linked to the S&P 500 Index, due July 2026. Key features include:

• The securities offer 1-to-1 participation in the index's appreciation up to a maximum return of 10.00%
• If the index depreciates but stays above the barrier level of 81.05%, investors receive positive returns equal to the absolute value of the depreciation
• If the index falls below the barrier level, investors face full downside exposure with potential for significant losses
• No periodic interest payments or dividend payments
• Each security has a principal amount of $1,000 with an issue price of $1,000 and estimated value of at least $934.50

The offering represents a complex investment product with significant risks, including potential loss of principal, limited liquidity, and credit risk of Citigroup. The securities are not bank deposits and not FDIC insured.

Citigroup Global Markets Holdings is offering Autocallable Barrier Securities linked to the worst-performing stock between Marvell Technology and NVIDIA, due July 8, 2026. Key features include:

• No regular interest payments
• Potential for automatic early redemption with premiums ranging from 5.825% to 21.3583% if worst-performing stock meets or exceeds its autocall barrier (90% of initial value)
• At maturity, if not called early: - Full upside participation if worst performer rises - Return of principal if worst performer is above final barrier - Loss of 1% for every 1% decline below initial value if worst performer falls below final barrier (50% of initial value)
• Principal at risk - investors could lose significant portion of investment

Securities are priced at $1,000 per unit with estimated value of at least $918.00. Offering includes Citigroup guarantee but subject to credit risk. Not listed on any exchange, limiting liquidity.

Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Barrier Securities linked to the performance of the Nasdaq-100 Index® and S&P 500® Index, due July 6, 2028. The securities, with a stated principal amount of $1,000 per unit, offer unique features including:

• No regular interest payments
• Potential automatic early redemption with 12% premium if worst-performing index meets threshold on June 30, 2026
• At maturity, if not called early: - Upside participation rate of at least 151% if worst-performing index appreciates - Return of principal if worst-performing index declines but stays above 70% barrier - 1:1 downside exposure if worst-performing index falls below 70% barrier
• Full credit risk exposure to Citigroup

The estimated value on pricing date will be at least $920.50 per security, below the issue price. CGMI will pay dealers up to $5.00 per security in structuring fees. The securities are not bank deposits and lack FDIC insurance.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing $2 million of Contingent Income Auto-Callable Securities maturing 24 June 2027. The notes are linked to the price performance of Upstart Holdings, Inc. (UPST) common stock and are principal-at-risk, unsecured and unsubordinated obligations of the issuer.

Key structural features

• Contingent coupon: 7.00% of face value per quarter (28.00% p.a.) payable only if UPST closes on the relevant valuation date at or above the Coupon Barrier of $26.70 (50% of the initial price). Missed coupons accrue and are paid on the next date the barrier is met; otherwise they are permanently forfeited.
• Automatic early redemption: Beginning 18 Sep 2025, the notes will be called at face value plus the applicable coupon if UPST closes at or above the Mandatory Redemption Price of $42.72 (80% of the initial price) on any quarterly valuation date.
• Payment at maturity: • If UPST final price ≥ $26.70, investor receives $1,000 plus any due coupons. • If UPST final price < $26.70, repayment equals $1,000 × (Final Price ÷ Initial Price), exposing investors to losses down to zero; no coupons are paid.
• Issue economics: Issue price $1,000; estimated value $986; underwriting/selling concession $20 in total ($15 dealer, $5 structuring fee). Net proceeds to issuer $980 per note.
• Liquidity & listing: The securities will not be listed on any exchange; resale will rely on dealer bid, creating potential liquidity constraints.

Risk highlights for investors

• Market risk: Investors bear all downside below a 50% threshold and do not benefit from any upside in UPST.
• Credit risk: All payments depend on the solvency of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Valuation risk: Issue price exceeds the dealer-estimated value by $14, representing upfront costs and dealer margin.
• Liquidity risk: No exchange listing and small deal size ($2 million) may limit secondary market depth.

Overall, the note provides a high conditional yield in exchange for significant equity-linked downside and issuer credit exposure. From Citigroup’s perspective, the transaction is immaterial to consolidated funding but illustrates continued use of structured products to raise relatively low-cost, unsecured funding.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Phoenix Securities linked to the common stock of UnitedHealth Group Incorporated (UNH).

Each $1,000 note may pay a contingent coupon of 5.3875% of face value on each valuation cycle (expected quarterly). Coupons are paid only if the UNH closing price on the relevant valuation date is at least 80 % of the initial share price (the “coupon barrier”). Missed coupons accrue and may be caught up if the barrier is subsequently met, but are forfeited if the barrier is never reached again.

The notes are subject to automatic early redemption: if UNH closes at or above its initial price on any interim valuation date, investors receive $1,000 plus the applicable coupon (including any previously unpaid coupons) and the note terminates.

If not called, the final payment on the July 15 2026 maturity date depends on the final barrier (80 % of initial price). Investors receive par plus any due coupon if the final price is ≥ the barrier. If the final price is below the barrier, repayment is $1,000 + $1,000 × 125 % × (share return + 20 %), exposing investors to a dollar-for-dollar loss beyond a 20 % buffer and potentially no recovery of principal.

Key structural features:

• Issue price: $1,000; estimated value: ≥ $937.50 (≈ 6.25 % below issue)
• Underwriting fee: $10 per note (1 %)
• Credit risk: unsecured obligations of Citigroup Global Markets Holdings Inc. with a Citigroup Inc. guarantee
• Liquidity: no exchange listing; secondary trading, if any, will be limited
• CUSIP / ISIN: 17333LAR6 / US17333LAR69

Compared with conventional Citigroup senior notes of similar tenor, investors exchange guaranteed fixed coupons for contingent, equity-linked cash flows and accept downside equity risk, illiquidity, and issuer credit exposure.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, senior, medium-term notes linked to an equally weighted basket of the iShares Silver Trust and the SPDR Gold Trust. The $1,000-denominated notes mature on July 1, 2027, pay no coupons, and will not be listed on any exchange.

Return profile: investors receive (i) $1,000 plus 200% of any positive basket performance, capped at a minimum 30% maximum return (exact cap set on the June 26, 2025 pricing date) or (ii) full principal if the basket is flat to down 10% at maturity. If the basket declines by more than 10% (final value < 90), repayment equals $1,000 × basket return, exposing investors to 1-for-1 downside and the potential for total loss of principal.

Key structural terms: initial basket value = 100; final barrier value = 90; upside participation = 200%; valuation date = June 28, 2027; CUSIP 17333LAB1. The indicative issuer-estimated value is ≥ $902, implying an initial value gap of at least 9.8% versus the $1,000 issue price. CGMI acts as principal underwriter, receiving up to $22.50 (2.25%) per note.

Risk considerations: no interim interest, dividends on the ETFs are forgone, liquidity is limited, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors also face model and valuation uncertainty, as secondary prices may be materially below the issuer-estimated value. The securities are unsuitable for investors unwilling to bear market risk on precious-metal ETFs or credit exposure to Citigroup.

Investor takeaway: the notes provide geared upside participation up to a preset cap with moderate (10%) downside buffer. They may appeal to investors with a moderately bullish view on a gold-silver basket over a two-year horizon but who can tolerate the possibility of significant losses and illiquidity.

ServiceTitan, Inc. (SEC File No. 001-42434) has received a Form 144 notice covering a proposed sale of 66,625 Class A common shares by Bessemer Venture Partners VIII Institutional L.P., a 10 % stockholder. The shares are to be sold through Merrill Lynch, Pierce, Fenner & Smith Inc. on or about 26 June 2025 on the NASDAQ exchange. The filing assigns an aggregate market value of $6.94 million to the planned trade, based on the price prevailing when the form was prepared.

The notice also discloses substantial recent activity by Bessemer-affiliated funds and related entity 15 Angels II LLC. Over the past three months, these sellers have disposed of 512,543 Class A shares in multiple transactions—221,596 and 266,502 shares on 10 June 2025, and smaller blocks on 25 June 2025—generating approximately $52.3 million in gross proceeds. Adding the newly filed 66,625-share block lifts cumulative disclosed sales to 579,168 shares, or about 0.75 % of the 77.27 million shares outstanding.

The filing states that the seller "does not know any material adverse information" not already public and affirms compliance with Rule 144 resale conditions. No purchase-price contingencies are noted; the securities were originally acquired via a private cash purchase on 20 March 2015.