Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Barrier Securities linked to the S&P 500 Index, due December 2, 2026. The notes pay no interest and repay principal only under defined conditions. At maturity, holders receive: (i) $1,000 plus a return linked to the index at a 100% participation rate, capped by the maximum return at maturity (at least $112.50 per security), if the index is above its initial level; (ii) $1,000 if the index is at or below its initial level but at or above the final barrier value set at 80% of the initial level; or (iii) $1,000 plus $1,000 × the index return if below the barrier, which can result in a substantial loss, up to the entire investment.

The issue price is $1,000 per security, with an underwriting fee of up to $10 and per-security proceeds to the issuer of $990. The issuer expects an estimated value on the pricing date of at least $927 per security based on proprietary models and internal funding rates. The notes will not be listed, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Key dates: pricing November 25, 2025; issue December 1, 2025; valuation November 27, 2026.

Citigroup Global Markets Holdings Inc. plans to offer unsecured buffer securities linked to the S&P 500 Futures Excess Return Index, fully and unconditionally guaranteed by Citigroup Inc. The notes do not pay interest and repay based on index performance at maturity on November 29, 2030.

Each security has a $1,000 stated principal, an upside participation rate of at least 155%, and a 20% downside buffer. If the index falls beyond the buffer, repayment declines 1-for-1 with further losses. The underlying, a futures-based index, is expected to underperform the S&P 500 total return due to an implicit financing cost. The securities will not be listed and carry the credit risk of both the issuer and guarantor.

Issue price is $1,000 per security, with an underwriting fee of up to $11.25 and per-security proceeds to the issuer of $988.75. The issuer estimates the value on the pricing date to be at least $906.50 per security. Key dates: pricing November 25, 2025, issue December 1, 2025, valuation November 25, 2030.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index, and the S&P 500 Index, due November 26, 2027.

The notes pay a contingent coupon of at least 7.50% per annum (1.875% per period) only if, on each valuation date, the worst-performing index closes at or above its coupon barrier, set at 70% of its initial value. If not called, repayment of principal at maturity requires the worst performer to be at or above its final barrier (70% of initial); otherwise, principal is reduced one-for-one with the index decline, potentially to zero.

The issuer may call the notes on specified dates, returning $1,000 per security plus any due coupon. The securities are not listed and carry the credit risk of the issuer and guarantor. Per-security economics include a $1,000 issue price, up to $27.50 underwriting fee, proceeds to issuer of $972.50, and an estimated value of at least $897.50 on the pricing date.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, autocallable market-linked securities tied to the Citi Dynamic Asset Selector 5 Excess Return Index, due November 26, 2032. The notes pay no interest and may redeem early at set premiums if the Index meets rising threshold levels on scheduled valuation dates.

Each security is issued at $1,000, with an underwriting fee of $42.50 and per‑security proceeds to the issuer of $957.50. The estimated value on the pricing date is expected to be at least $878.00 per security. Early redemption premiums are at least 6.75%, 13.50%, 20.25%, 27.00%, 33.75% and 40.50% on annual dates from 2026 to 2031, provided the Index closes at or above threshold levels from 100.50% to 103.00% of the initial level. If not called, maturity return equals Index appreciation times a 100% participation rate; otherwise principal is repaid.

The Index targets 5% volatility, charges a 0.85% p.a. fee, and shifts between equity and Treasury futures. The securities will not be listed. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Inc. filed a preliminary 424B2 for Callable Fixed to Float Range Accrual Notes linked to the 10‑Year CMT, maturing on October 31, 2030.

The notes pay a 6.20% fixed coupon for the first 1.5 years, then a variable coupon each quarter equal to a 6.20% contingent rate times the fraction of days the 10‑Year CMT is within 0.00%–4.30%. Interest is paid on the last day of January, April, July and October. The issuer may redeem the notes at par plus accrued interest on any interest payment date on or after April 30, 2027, with at least five business days’ notice.

The notes will not be listed. CGMI acts as underwriter and may receive up to $20.00 per note; the estimated value per note on the pricing date is expected between $960.00 and $1,000.00. The notes are intended to qualify as TLAC‑eligible senior unsecured debt. A wholly owned subsidiary may assume the obligations with Citigroup guaranteeing payments, subject to stated conditions.

Citigroup Global Markets Holdings Inc. is offering Autocallable Contingent Coupon Equity Linked Securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, fully and unconditionally guaranteed by Citigroup Inc. The total offering is $1,395,000 (issue price $1,000 per security).

The notes pay a contingent coupon of 1.1292% per month (about 13.55% per annum) only if, on the relevant valuation date, the Index closes at or above the coupon barrier of 5,030.075 (50% of the initial value 10,060.15). They are autocallable on specified dates starting in October 2026 if the Index is at or above its initial value, returning $1,000 plus the coupon. If not called, they mature on July 29, 2030.

At maturity, investors receive $1,000 if the final Index value is at or above the final barrier (50% of initial); otherwise, repayment is $1,000 + ($1,000 × underlying return), which can be significantly less than principal and possibly zero. The securities will not be listed. Underwriting fee is $12.50 per security; total proceeds to the issuer are $1,377,562.50. The estimated value is $928.20 per security on the pricing date.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a preliminary 424(b)(2) for Autocallable Contingent Coupon Equity Linked Securities tied to Advanced Micro Devices, Inc. (AMD), due November 3, 2028.

The notes offer contingent coupons of at least 16.75% per annum, paying only if AMD’s closing value on the prior valuation date is at or above the coupon barrier set at 50% of the initial value. The notes may be automatically called on scheduled potential autocall dates if AMD is at or above its initial value, returning $1,000 per note plus the applicable coupon. If not called and AMD finishes below the final barrier (50%), principal is reduced one-for-one with AMD’s decline, down to zero.

Each note has a stated principal of $1,000; the underwriting fee is up to $20 per note, with proceeds to issuer of $980 per note at the maximum fee. The estimated value on pricing is expected to be at least $917.50 per note. The notes will not be listed and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, callable Contingent Coupon Equity Linked Securities tied to the worst performer of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index, and the S&P 500 Index, due October 7, 2027.

The notes may pay a monthly contingent coupon of at least 0.8667% (approximately at least 10.40% per annum) if, on the prior valuation date, the worst-performing index is at or above its coupon barrier. Both the coupon barrier and final barrier for each index are set at 70% of its initial value. If held to maturity and the worst performer is at or above its final barrier, holders receive $1,000 per security (plus any final coupon). If below, repayment is reduced 1-for-1 with the index decline, potentially to zero.

The issuer may redeem the notes in whole on specified monthly dates, paying $1,000 per security plus any coupon then due. The securities will not be listed. The preliminary estimated value is expected to be at least $925.50 per security. Selected dealers may receive up to $3.75 per security; certain service providers up to $3.50 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of the S&P 500 Dynamic Participation Index and the SPDR S&P Biotech ETF. The notes target contingent coupons of 0.5833% per month (approximately 7.00% per annum) if, on each valuation date, the worst-of is at or above 65% of its initial value.

The notes may be automatically called on specified dates starting November 10, 2026 if the worst-of is at or above its initial value, returning $1,000 plus the applicable coupon. If not called, at maturity on November 15, 2028 you receive $1,000 if the worst-of is at or above 80% (20% buffer) of its initial value; otherwise, principal is reduced 1-for-1 beyond the 20% buffer. The securities do not pay dividends and will not be listed.

Issue date is November 14, 2025. Underwriting fee is $31.00 per security; proceeds to issuer are $969.00 per $1,000 security. The estimated value on the pricing date is expected to be at least $896.50 per security. All payments are subject to the credit risk of the issuer and guarantor. Tax disclosure notes potential 30% withholding on coupons for certain non-U.S. holders.