Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $10 million of Autocallable Phoenix Securities linked to Thermo Fisher Scientific Inc. (TMO) common stock. Each $1,000 note may pay a contingent monthly coupon of 1.4667% (≈17.60% annualised) if, on the relevant valuation date, TMO closes at or above the coupon barrier of 85% of the initial share price ($347.038).

• Automatic early redemption: If TMO ≥ initial share price ($408.28) on any of the 11 interim dates, investors receive $1,000 plus the current coupon (including any previously missed payments) and the note terminates.
• Downside risk: If not redeemed and TMO closes below the final barrier (also 85% of initial price) on 30 Jun 2026, principal is reduced by 117.647% of the decline beyond the 15% buffer, exposing investors to losses up to 100%.
• No upside participation: Investors do not benefit from TMO price appreciation beyond coupons and forgo dividends.
• Pricing & liquidity: Issue price is $1,000; estimated value is $992.70. Notes are unlisted; secondary market, if any, will be made solely by CGMI at its discretion.
• Credit & structural risks: Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Complex tax treatment remains uncertain; withholding of 30% may apply to non-U.S. holders.

EOG Resources, Inc. (EOG) — SEC Form 4 filing discloses that Executive Vice President & Chief Financial Officer Ann D. Janssen acquired 100 shares of EOG common stock on 06/30/2025 at an average price of $101.669 per share. The transaction is coded “A” (acquisition) and is reported as direct ownership. Following the purchase, Janssen’s direct holdings increase to 91,487 shares. No derivative securities were transacted, and no other insiders are listed on the form.

The dollar value of the trade is approximately $10,167, representing a marginal addition (<0.1%) to Janssen’s existing stake. While insider buying can signal confidence, the small size limits market impact. The filing is routine and contains no other material corporate information.

EOG Resources, Inc. (EOG) — SEC Form 4 filing discloses that Executive Vice President & Chief Financial Officer Ann D. Janssen acquired 100 shares of EOG common stock on 06/30/2025 at an average price of $101.669 per share. The transaction is coded “A” (acquisition) and is reported as direct ownership. Following the purchase, Janssen’s direct holdings increase to 91,487 shares. No derivative securities were transacted, and no other insiders are listed on the form.

The dollar value of the trade is approximately $10,167, representing a marginal addition (<0.1%) to Janssen’s existing stake. While insider buying can signal confidence, the small size limits market impact. The filing is routine and contains no other material corporate information.

Morgan Stanley Finance LLC is offering $1.097 million aggregate principal amount of five-year Market-Linked Notes (Series A) that mature on 5 July 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P 500 Futures Excess Return Index (ticker SPXFP) and are designed to provide principal protection at maturity with leveraged upside exposure.

• Issue & pricing: Denomination $1,000; issue price $1,000; estimated value on the 30 June 2025 pricing date $966.60, reflecting embedded distribution and hedging costs.
• Return profile: • If the final index level > initial level (514.49), investors receive $1,000 plus 133 % of the index appreciation. • If the final level ≤ initial level, only the principal is repaid. No interim coupons are paid.
• Key dates: Strike/Pricing 30 Jun 2025; Original issue 3 Jul 2025; Observation 1 Jul 2030; Maturity 5 Jul 2030.
• Distribution economics: Sold exclusively to fee-based advisory accounts. Agent (MS & Co.) commissions/fees equal $7.50 (0.75 %) per note; selected dealers may earn up to $6.25 structuring fee. Net proceeds to issuer $992.50 per note.
• Liquidity & listing: The notes will not be listed; MS & Co. may provide a secondary market but is not obligated to do so. Secondary prices likely to be below par and below the estimated value once bid-offer and credit spreads are considered.
• Credit considerations: Payment depends solely on the credit of Morgan Stanley (A-/A1) and its finance subsidiary; the product is unsecured and unsubordinated.
• Risk highlights: • No periodic income and potential zero upside if the index is flat or down.
  • Market value highly sensitive to index volatility, interest-rate moves and MS credit spreads.
  • Tax treatment as a contingent payment debt instrument; U.S. holders must accrue OID at a comparable yield of 4.5259 %.

In essence, the notes suit investors seeking principal protection plus enhanced equity participation within a discretionary advisory framework, willing to accept liquidity, credit and tax complexities and to forego dividend income and total-return benefits of direct equity or ETF exposure.

Monarch Casino & Resort Inc. (MCRI) – Form 4 insider filing

Director Paul Andrews disclosed one reportable transaction dated 06/30/2025: the grant of 6,100 stock options with a strike price of $86.44. The options become exercisable on 12/31/2025 and expire on 06/30/2035. Following this grant, Andrews’ aggregate derivative position totals 61,000 option-linked shares, while his direct common-stock holding remains at 5,000 shares.

No open-market purchases or sales of common stock were reported. The activity represents routine board compensation and does not materially alter the company’s share count or the director’s overall economic exposure. Investors should view the filing as neutral housekeeping rather than a signal of changing sentiment.

Citigroup Global Markets Holdings Inc. is issuing $1.781 million of Buffered Digital S&P 500 Index-Linked Notes maturing 12 Aug 2026. The notes are unsecured senior obligations, fully and unconditionally guaranteed by Citigroup Inc.

• Upside profile: If on the 10 Aug 2026 determination date the S&P 500 (“SPX”) closes at or above 90 % of the initial level 6,204.95, holders receive a fixed threshold settlement amount of $1,096.60 per $1,000 note (a 9.66 % gross return).
• Downside profile: Below the 90 % “threshold level” the note pays $1,000 minus 1.1111 % per 1 % decline beyond the 10 % buffer, exposing investors to up to 100 % loss of principal.
• The notes pay no interim coupons or dividends and are not redeemable before maturity.
• Liquidity/valuation: No exchange listing; secondary market, if any, will be made only by CGMI at its discretion. The estimated value at pricing is $996.80, below the $1,000 issue price, reflecting structuring and hedging costs.
• Key dates: Trade 30 Jun 2025; settlement 8 Jul 2025; maturity 12 Aug 2026.
• Risk factors: credit risk of Citigroup entities, capped upside, potential large losses, tax uncertainty, and limited liquidity. Comprehensive risk disclosure spans pages PS-7 to PS-10.

The instrument suits investors with a moderately bullish to range-bound view on the S&P 500 over 13 months, a willingness to forgo dividends and uncapped upside, and the ability to hold to maturity.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering $525,000 of unlisted Dual Directional Buffer Securities maturing 6 July 2029. The notes are linked to the worst performing of the Nasdaq-100 Index® and the S&P 500® Index and are issued in $1,000 denominations.

• No coupons & unsecured: notes pay no interim interest and are senior, unsecured obligations subject to Citigroup credit risk.
• Return scenarios at maturity:
  • If the worst performing index closes ≥ its initial level, investors receive principal plus 105 % participation in the upside.
  • If the worst performer closes < its initial level but ≥ 85 % (15 % buffer), investors gain 1-to-1 on the absolute value of the decline (dual-directional feature).
  • If the worst performer falls >15 %, investors lose 1 % of principal for every 1 % drop beyond the buffer.
• Key economics: issue price $1,000; estimated value $971.60 (≈2.8 % discount reflecting fees & hedging); underwriting fee up to $10 (1.0 %); proceeds to issuer $990 per note.
• Liquidity: no exchange listing; CGMI may provide indicative bids but can withdraw at any time.
• Principal risks: market directionality towards the worst performer, lack of dividends, valuation & liquidity risk, model-based pricing, tax uncertainty and full exposure to Citigroup creditworthiness.

Overall, the security targets investors comfortable with equity-linked risk who seek limited downside protection (15 %) and modest leveraged upside (105 %) through 2029, in exchange for illiquidity, foregone dividends and potential loss of principal.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker: C), is issuing $764,000 of unsecured Market-Linked Securities (medium-term senior notes, Series N) linked to the Citi Dynamic Asset Selector 5 Excess Return Index (CIISDA5N). The securities price on 30 Jun 2025, settle on 3 Jul 2025 and mature on 5 Jan 2027 (approx. 18 months).

Key economics

• Denomination: $1,000 per note; aggregate 764 notes.
• Principal protection: 100% at maturity.
• Upside participation: 175% of positive index return; no cap.
• No periodic coupons.
• Return amount is zero if the final index level is at or below the initial level (228.07).
• Estimated value: $972.00 (97.2% of issue price) based on Citigroup’s internal models; issue price $1,000.
• Underwriting fee: up to $10 (1.0%) per note; net proceeds minimum $990 per note.
• Not listed; liquidity relies on Citigroup Global Markets Inc. making a discretionary secondary market.

Index summary

• Rules-based allocation between S&P 500 futures and 10-year U.S. Treasury futures using trend (21-day) and volatility (63-day) signals.
• Three possible portfolios (Equity-Focused, Intermediate, Treasury) with max 66.66% equity exposure.
• Volatility target: 5%; exposure to the selected portfolio can be <100%, with the residual notionally held in cash.
• Annual index fee: 0.85%.

Risk highlights

• Investors forgo interim interest and depend on a single observation on 30 Dec 2026.
• Index may underperform equities in rising markets due to capped equity weight, volatility targeting, and annual fee.
• Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Liquidity risk: no exchange listing; secondary market, if any, at the underwriter’s discretion and likely below issue price.
• The note’s estimated value is 2.8% below issue price, reflecting fees and hedging costs.

Materiality for Citigroup investors: At $0.8 million face, the issuance is immaterial to Citigroup’s balance sheet but demonstrates ongoing structured-note distribution and fee generation.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker: C), is issuing $764,000 of unsecured Market-Linked Securities (medium-term senior notes, Series N) linked to the Citi Dynamic Asset Selector 5 Excess Return Index (CIISDA5N). The securities price on 30 Jun 2025, settle on 3 Jul 2025 and mature on 5 Jan 2027 (approx. 18 months).

Key economics

• Denomination: $1,000 per note; aggregate 764 notes.
• Principal protection: 100% at maturity.
• Upside participation: 175% of positive index return; no cap.
• No periodic coupons.
• Return amount is zero if the final index level is at or below the initial level (228.07).
• Estimated value: $972.00 (97.2% of issue price) based on Citigroup’s internal models; issue price $1,000.
• Underwriting fee: up to $10 (1.0%) per note; net proceeds minimum $990 per note.
• Not listed; liquidity relies on Citigroup Global Markets Inc. making a discretionary secondary market.

Index summary

• Rules-based allocation between S&P 500 futures and 10-year U.S. Treasury futures using trend (21-day) and volatility (63-day) signals.
• Three possible portfolios (Equity-Focused, Intermediate, Treasury) with max 66.66% equity exposure.
• Volatility target: 5%; exposure to the selected portfolio can be <100%, with the residual notionally held in cash.
• Annual index fee: 0.85%.

Risk highlights

• Investors forgo interim interest and depend on a single observation on 30 Dec 2026.
• Index may underperform equities in rising markets due to capped equity weight, volatility targeting, and annual fee.
• Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Liquidity risk: no exchange listing; secondary market, if any, at the underwriter’s discretion and likely below issue price.
• The note’s estimated value is 2.8% below issue price, reflecting fees and hedging costs.

Materiality for Citigroup investors: At $0.8 million face, the issuance is immaterial to Citigroup’s balance sheet but demonstrates ongoing structured-note distribution and fee generation.