Welcome to our dedicated page for Citigroup SEC filings (Ticker: C), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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., 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.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., has filed a Rule 424(b)(2) pricing supplement for Autocallable Contingent Coupon Equity-Linked Securities maturing on 27 June 2030.
The $1,000-denominated notes are linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER. Investors may receive a 12.00% annualized contingent coupon (1.00% per monthly period) only when the index’s closing value on a valuation date is at least 47% of the initial level (coupon barrier = 238.397). If the underlying closes at or above the initial value (507.2266) on any of 16 specified quarterly valuation dates starting 23 June 2026, the notes are automatically redeemed for $1,000 + the current coupon, truncating future payments.
At maturity, if not previously called: • holders receive $1,000 when the final index level is ≥ the 47% final barrier; • otherwise they receive $1,000 × (1 + underlying return), exposing them to full downside below the barrier and potentially zero recovery. No upside participation beyond coupons is provided.
Key commercial terms include: unlisted notes; CUSIP 17331JDN9; underwriting fee $12.50 per note; proceeds to issuer $987.50; and an estimated value of $925.50, below the issue price, reflecting internal funding and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The underlying index embeds a 6% annual decrement and futures-based financing cost, factors the issuer highlights as significant drags on performance.
Citigroup Global Markets Holdings is offering Autocallable Contingent Coupon Equity Linked Securities tied to Alphabet Inc., due June 28, 2028. Key features include:
- Principal amount of $1,000 per security with potential contingent coupon payments at approximately 9.55% per annum
- Coupon payments only occur if Alphabet's stock price stays above 80% of initial value on valuation dates
- Automatic early redemption if stock price equals/exceeds initial value on any autocall date
- At maturity, if not called early: - Full principal returned if stock above 80% of initial value - Loss of principal proportional to stock decline if below 80% threshold
- Notable risks include potential loss of principal, missed coupon payments, and early redemption limiting upside
The securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup. Estimated initial value of at least $918.50 per security, below the issue price, with CGMI receiving up to $25.00 underwriting fee per security.
Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Securities linked to the performance of the Russell 2000® Index and S&P 500® Index, due July 5, 2030. The securities, with a stated principal amount of $1,000 per unit, are guaranteed by Citigroup Inc.
Key features include:
- No regular interest payments
- Potential automatic early redemption if worst-performing underlying meets or exceeds initial value on valuation dates
- Premium payments ranging from 8.25% (Year 1) to 41.25% (Year 5)
- Downside risk: If final value is below 65% barrier, investors lose 1% for every 1% decline in worst-performing index
The estimated value ($900.00 minimum) will be less than the issue price. CGMI receives a $37.50 underwriting fee per security. The securities are not listed on any exchange and involve significant market and credit risk.
Citigroup Global Markets Holdings has filed an amended pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to Tesla stock, due June 29, 2028. Key features include:
- Principal amount of $1,000 per security with potential contingent coupon payments at 13.35% per annum
- Coupon payments contingent on Tesla stock staying above 50% of initial value
- Automatic early redemption if Tesla stock equals/exceeds initial value on any autocall date
- Risk of principal loss if Tesla stock falls below 50% barrier at maturity
- Estimated security value of at least $880.00, below the $1,000 issue price
The securities carry significant risks including potential loss of principal, no guaranteed coupons, and credit risk of Citigroup. Investors do not participate in Tesla stock appreciation or dividends. The underwriting fee is $45.00 per security, with net proceeds of $955.00 to the issuer.
Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to the performance of Mara Holdings and MicroStrategy, due June 28, 2028. The securities offer:
- Potential periodic contingent coupon payments at 40.25% per annum (3.3542% per payment period)
- Principal amount of $1,000 per security with total offering of $973,000
- Automatic early redemption feature if worst-performing underlying exceeds initial value on observation dates
- Downside risk tied to worst-performing underlying with 50% barrier protection
Key features include coupon payments conditional on both stocks trading above 60% of initial values, and potential principal loss if worst performer falls below 50% at maturity. Initial values set at $14.18 for Mara Holdings and $367.18 for MicroStrategy. The estimated value of $963.80 per security is below the issue price, reflecting underwriting fees and hedging costs.
Citigroup Global Markets Holdings has filed a prospectus supplement for Performance Leveraged Upside Securities (PLUS) linked to the S&P 500 Index, due November 2026. These structured notes offer:
- Leveraged Upside Potential: 300% participation in index gains, subject to a maximum return of at least 14.20% ($142.00 per $1,000 principal)
- Principal at Risk: Full 1:1 downside exposure if index declines, with potential for complete loss of investment
- Key Terms: $1,000 per security, approximately 15-month term, no periodic interest payments
- Pricing Details: Expected pricing date July 17, 2025, with estimated value of at least $919.50 per security
The securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup Inc. Investors forgo dividend payments on the underlying index. CGMI will receive an underwriting fee of $22.50 per security, including a $5.00 structuring fee payable to Morgan Stanley Wealth Management.