Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) has filed a preliminary Form 424B2 for a new medium-term senior note offering titled Callable Contingent Coupon Equity-Linked Securities due June 29 2028. The $1,000-denominated notes reference the Nasdaq-100, Russell 2000 and S&P 500 indices; investor outcomes are driven solely by the worst performing index.

• Contingent coupons: On each monthly valuation date, investors receive a coupon of at least 0.7333 % (≈ 8.80 % p.a.) only if the worst performer closes at or above 75 % of its initial level. Missed coupons are not recouped.
• Principal risk: At maturity, full principal is returned only if the worst performer is ≥ 70 % of its initial level. Otherwise, repayment is reduced 1-for-1 with the index decline, potentially down to $0.
• Issuer call: Starting December 26 2025, Citi may redeem the notes monthly at $1,000 plus any accrued coupon, capping upside for holders.
• Pricing economics: Issue price $1,000; estimated value ≥ $910; underwriting fee up to $29.50 (2.95 %), leaving proceeds of ≥ $970.50. The notes will not be listed and carry Citi credit risk.
• Key dates: Pricing — June 25 2025; Issue — June 30 2025; 35 monthly valuation dates; final valuation — June 26 2028.

The supplement highlights credit, market, liquidity and valuation risks and directs investors to accompanying product and underlying supplements for full terms and risk factors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Callable Contingent Coupon Equity-Linked Securities maturing 31 Dec 2026. The $1,000-denominated notes pay a monthly contingent coupon of at least 0.85 % (≥10.20 % p.a.) only when the worst-performing of the Nasdaq-100, Russell 2000 and S&P 500 indices closes on the relevant valuation date at or above 70 % of its initial level (the “coupon barrier”).

Principal at risk. If the notes are not called and the worst-performing index is below 70 % of its initial level on the final valuation date, investors are exposed 1-for-1 to that decline and can lose up to 100 % of principal; if at or above 70 % they receive par. No upside above par is available.

Issuer call feature. Citi may redeem the securities in whole on any monthly coupon date from Dec 2025 through Nov 2026. Early redemption pays par plus any due coupon, cutting off future coupons and limiting maximum holding period to ~17 months.

Key dates. Pricing – 27 Jun 2025; issue – 2 Jul 2025; 19 monthly valuation dates; maturity (if not called) – 31 Dec 2026. The notes will not be listed, so liquidity depends on the dealer’s discretionary secondary market.

Economics. Estimated value on pricing date will be ≥$934.50 (≈93.45 % of issue price) due to structuring and hedging costs; dealers may earn up to $3.75 structuring fee plus up to $3.50 for marketing services. Initial bid indications will include a temporary premium that amortises over three months.

Risk highlights. • Contingent coupons are not guaranteed and cease if any index breaches the 70 % barrier on a valuation date. • Downside linked solely to the worst index, creating concentration risk. • Credit exposure to both Citigroup Global Markets Holdings Inc. and Citigroup Inc. • No dividends, no index upside, and potential tax uncertainty; non-U.S. holders may face 30 % withholding.

The product targets yield-seeking investors who can tolerate equity-market downside, limited liquidity and issuer credit risk in exchange for a high conditional coupon; it is not comparable to conventional senior debt of similar tenor.

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., filed a Rule 424(b)(2) pricing supplement for a $10.636 million issuance of unlisted, unsecured and unsubordinated Floating-Rate Notes due June 20, 2065 (Series N).

The notes bear interest at SOFR compounded daily + 0.10%, subject to a 0.00% floor, with quarterly payments each 20 Mar/Jun/Sep/Dec beginning 20 Sep 2025. Principal of $1,000 per note is due at maturity unless investors exercise an annual early-repurchase option that begins 20 Jun 2028. Repurchase prices are $970–$990 per $1,000 through 20 Jun 2035, reaching par thereafter. A minimum $10,000 aggregate and 15 business-day notice are required for repurchase requests.

The notes are guaranteed by Citigroup Inc.; nevertheless, all payments remain exposed to Citigroup credit risk. They will not be listed on any exchange, implying limited secondary-market liquidity. CGMI, the sole underwriter and an affiliate, earns a variable fee of up to $10 per note (1%), leaving proceeds of at least $990 per note. Total proceeds to the issuer are approximately $10.53 million.

Because the spread is only 10 bps over SOFR and the coupon is floored at 0%, investors face potential periods of very low or zero interest. Early-repurchase prices below par before 2036 create additional downside if rates fall or if investors need liquidity. From an issuer standpoint, the filing represents routine, small-scale funding at favorable terms given current market conditions.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is marketing unsecured Medium-Term Senior Notes linked to Amazon.com, Inc. (AMZN). Each $1,000 security may pay a contingent coupon of at least 2.675% quarterly (≥10.70% p.a.) when AMZN’s closing price on a valuation date is ≥70% of the initial level. If on any of eleven scheduled valuation dates (starting 22 Sep 2025) AMZN closes at or above its initial level, the notes are automatically called for $1,000 plus the coupon, limiting upside.

If not called, the notes mature 23 Jun 2028. Principal is protected only if AMZN’s final price is ≥70% of the initial level. Otherwise, investors incur a 1-for-1 downside, potentially losing the entire principal and receiving no final coupon.

The preliminary estimated value is $910 per $1,000 issue price, reflecting dealer margin and hedge costs. The notes are unlisted, illiquid and subject to the senior unsecured credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors forego AMZN dividends and any price appreciation beyond coupons.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes (Series N) in the form of Autocallable Contingent Coupon Equity Linked Securities linked to the common stock of Apple Inc. (AAPL). The preliminary pricing supplement (Form 424B2, dated June 18 2025) details a $1,000 stated principal amount per security that may mature on June 23 2028, unless automatically called earlier.

• Contingent coupon: At least 2.2875% of principal per quarter (≥9.15% annualized) is paid only if AAPL’s closing price on the relevant valuation date is ≥ the 70% coupon-barrier.
• Automatic early redemption: On any of 11 scheduled valuation dates (beginning Sept 22 2025) the notes are automatically called at par plus the coupon if AAPL’s closing price is ≥ its initial value.
• Principal risk: If not called and AAPL closes below the 70% final-barrier on the final valuation date (June 20 2028), repayment equals $1,000 × (1 + underlying return), exposing investors to full downside beyond the 30% buffer and possible total loss.
• Credit risk: All payments depend on the senior unsecured obligations of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the securities are not FDIC-insured and will not be listed on any exchange.
• Pricing economics: Issue price: $1,000; underwriting fee: up to $20 (2%); net proceeds: ≥$980. Citigroup estimates the fair value on the pricing date at ≥$915, reflecting internal funding rates and hedging costs.
• CUSIP/ISIN: 17333LAA3 / US17333LAA35. Settlement: pricing date June 20 2025; issue date June 25 2025.

Investors seeking enhanced yield must accept contingent income uncertainty, market-linked principal risk, early-call reinvestment risk, and issuer credit exposure. The document is preliminary; final terms (exact coupon rate and barrier levels) will be fixed on the pricing date.

Citigroup Inc. ("C") filed a Form S-8 with the SEC on 18 June 2025 to register 30,000,000 additional shares of common stock for issuance under the Citigroup 2019 Stock Incentive Plan. Shareholders approved the plan amendment on 29 April 2025. This latest registration supplements six prior S-8 filings made between 2019 and 2024, bringing the cumulative total registered under the plan to 189,000,000 shares. The filing does not present financial results; it strictly covers the legal issuance of equity for employee and director compensation. Required exhibits include the amended plan, legal opinion, consents, and a calculation of the filing fee. The statement is signed by CFO Mark A. L. Mason and other key officers and directors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., intends to issue Autocallable Contingent Coupon Equity-Linked Securities linked to Tesla, Inc. (TSLA) maturing June 29, 2028. Each $1,000 note offers a contingent coupon of ≥13.35% p.a. (≥3.3375% quarterly) paid only if Tesla’s closing price on the relevant valuation date is at least 50% of its initial level (the “coupon barrier”). Missed coupons accumulate and become payable once the barrier is met on a subsequent observation date; however, if the barrier is never met again, unpaid coupons are forfeited.

The notes feature an automatic early-redemption mechanism on ten scheduled “potential autocall” dates starting December 26, 2025. If Tesla’s closing value on any of those dates is at or above its initial level, the note is redeemed for $1,000 plus the then-due coupon, limiting investors’ ability to earn future coupons.

If not called, repayment at maturity depends on Tesla’s performance: (i) investors receive the full principal if the final price is ≥50% of the initial level; (ii) if the final price is <50%, repayment equals $1,000 × (1 + underlying return), exposing investors to a 1-for-1 downside and potential total loss.

The securities are unsecured, unsubordinated obligations of the issuer and rank pari-passu with Citigroup’s other senior debt. They will not be listed on any exchange, and estimated value on the pricing date is expected to be ≥$880 (≈88% of issue price), reflecting dealer margins and internal funding costs. The underwriting fee is $50 per note (5%). All payments are subject to the credit risk of Citi.

• Pricing date: June 25, 2025 | Issue date: June 30, 2025
• Barrier / Coupon Threshold: 50% of initial TSLA level
• CUSIP / ISIN: 17333LAP0 / US17333LAP04
• Liquidity: No exchange listing; secondary trading, if any, to be provided by CGMI on a best-efforts basis

Key risks highlighted include contingent coupon uncertainty, principal at risk below the 50% barrier, early-call reinvestment risk, lack of liquidity, and issuer/guarantor credit risk.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue Contingent Income Callable Securities due July 1, 2027 linked to the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX) indices. Each security has a $1,000 principal amount and will price on June 27, 2025 with settlement on July 2, 2025.

Coupon mechanics: Investors are eligible for a quarterly contingent coupon of 2.1625 % (8.65 % p.a.) only if, on every trading day in the relevant observation period, all three indices remain at or above 65 % of their initial levels. A single breach by any index cancels the coupon for that quarter.

Issuer call feature: Citigroup may redeem the notes in whole on any of the eight scheduled observation-end dates. Early redemption pays $1,000 plus the due coupon, after which no further payments are made.

Principal repayment:

• If the worst-performing index is ≥65 % of its initial level on the final valuation date, investors receive par ($1,000).
• If it is <65 %, repayment equals $1,000 × (1 + index return), exposing holders to full downside beyond the 35 % buffer. Illustrative table shows recovery falling to $640 at –36 % and zero at –100 %.

Estimated value & liquidity: The preliminary estimated value is $919.50, below the $1,000 issue price, reflecting dealer margins and funding costs. The securities will not be listed; secondary pricing will be at issuer discretion and may include an initial temporary premium.

Key risks highlighted include potential total loss of principal, contingent and cancellable coupons, exposure to the worst-performing index, issuer credit risk, early redemption at issuer option, and lack of market liquidity.

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., filed Amended and Restated Pricing Supplement No. 2025-USWR0006 on 28 May 2025 under Rule 424(b)(3) for its Medium-Term Senior Notes, Series N.

The filing covers bearish European put warrants linked to the S&P 500 Index that automatically exercise on 10 Oct 2025 (settlement 17 Oct 2025). Each warrant carries a $1,000 notional amount; total aggregate notional is $40.27 million. Investors pay a 2.728% premium ($27.28) per warrant, while the estimated value is $22.80, indicating an initial value gap of roughly 16%. The underwriting fee is 0.218% ($2.18), leaving 2.510% proceeds ($25.10) per warrant for the issuer. CGMI acts as underwriter; Insperex LLC serves as qualified independent underwriter.

Key payoff mechanics: if the final underlying value is below the upper strike (95% of the look-back high), holders receive cash determined by preset long/short strike differential formulas, capped once the index falls to or below the lower strike value of 4,430.6625 (75% of the initial level 5,907.55). Should the S&P 500 close at or above the upper strike, the warrants expire worthless and investors lose their entire premium. The breakeven level is 92.272% of the look-back value.

The warrants are unsecured obligations of Citigroup Global Markets Holdings Inc. and fully guaranteed by Citigroup Inc. They are not exchange-listed and may have little or no secondary-market liquidity. The product is intended only for investors with options-approved accounts who can tolerate the risk of a total loss. All payments are subject to the credit risk of both the issuer and guarantor.