Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue Autocallable Contingent Coupon Equity-Linked Securities maturing 30 June 2028. Each $1,000 note references the worst performer among Alphabet Inc., Amazon.com, Inc. and Apple Inc. On every quarterly valuation date, investors will receive a coupon of at least 2.9375 % (≥11.75 % p.a.) provided the worst performer closes at or above its Coupon Barrier, fixed at 55 % of its initial value.

The same observation dates double as potential autocall dates. If the worst performer closes at or above its initial level, the note is automatically redeemed early at $1,000 plus that period’s coupon, which can cap total yield if the underlyings rally. Eleven potential autocall dates span from 29 Sept 2025 through 27 Mar 2028.

If the note is not called, principal repayment depends on the Final Barrier (also 55 % of initial). A final value at or above the barrier returns full principal; a value below the barrier delivers $1,000 multiplied by the worst performer’s return, exposing investors to 1-for-1 downside and potential total loss.

The securities are unsecured and unsubordinated obligations of Citigroup Global Markets Holdings Inc. and carry Citigroup Inc. credit risk. They will not be listed, limiting secondary liquidity. Pricing is expected on 27 June 2025, settlement on 2 July 2025. Estimated value is ≥$912.50 (≈91.3 % of issue price); CGMI will earn up to a 2 % underwriting fee. Investors forgo dividends and any equity upside beyond the fixed coupons and must read the accompanying risk factors.

Citigroup Global Markets has issued $4.927 million in Autocallable Phoenix Securities linked to CyberArk Software shares, due July 9, 2026. The securities offer contingent coupon payments of 3.675% with potential for early redemption.

Key features include:

• Initial share price: $383.05 with coupon/final barrier price at $248.983 (65% of initial)
• Automatic early redemption if CyberArk shares close above initial price on interim valuation dates
• At maturity, investors receive full principal plus coupon if final share price ≥ barrier price
• Risk of significant losses if final share price falls below barrier, with no downside protection

The estimated value is $985.80 per security, below the $1,000 issue price. The securities are unsecured obligations guaranteed by Citigroup Inc., with CGMI receiving a $10.00 underwriting fee per security. Investors face credit risk and potential illiquidity, with no participation in underlying share appreciation or dividends.

Citigroup Global Markets Holdings has filed a prospectus supplement for Autocallable Phoenix Securities linked to Microsoft Corporation (MSFT) stock, due July 2026. Key features include:

• Structure: Contingent coupon notes with potential early redemption features and downside risk
• Coupon Rate: 2.5875% contingent on MSFT stock price remaining above 85% of initial price
• Principal Protection: 15% buffer against losses, but no minimum payment guarantee at maturity
• Early Redemption: Automatic call if MSFT closes at or above initial price on any interim valuation date
• Estimated Value: At least $937.50 per $1,000 principal amount

The securities offer higher potential yield compared to conventional debt but expose investors to significant risks including potential loss of principal, missed coupon payments, and early redemption. All payments are subject to Citigroup's credit risk and the securities will not be listed on any exchange.

Citigroup Global Markets Holdings has issued $4.99 million in Autocallable Phoenix Securities linked to ASML Holding N.V. shares, due July 9, 2026. The securities, guaranteed by Citigroup Inc., offer potential contingent coupon payments at a 3.60% annualized rate.

Key features include:

• Initial share price: $756.53 with coupon and final barrier price at $491.745 (65% of initial)
• Automatic early redemption if ASML shares close above initial price on interim valuation dates
• Contingent coupon payments only if share price stays above barrier price
• Risk of significant principal loss if final share price falls below barrier price

The estimated value of $985.50 per security is below the $1,000 issue price. Citigroup Global Markets Inc. receives a $10.00 underwriting fee per security. The securities are not listed on any exchange and carry credit risk of both issuers.

Citigroup Global Markets is offering $15,818,600 in Trigger Autocallable Notes linked to the S&P 500 Index, due June 25, 2027. The notes feature:

• Automatic Call Feature: Notes will be automatically called if the S&P 500 closes at or above the initial level (6,025.17) on any quarterly valuation date after 6 months
• Call Return Rate: 10.13% per annum if called
• Downside Protection: Principal protected if final index level is above downside threshold (4,820.14, 80% of initial level)
• Risk Features: Full exposure to index losses below threshold; potential for 100% loss

The notes are priced at $10.00 per note with an estimated value of $9.798. They are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup Inc. UBS Financial Services is acting as selling agent with a $0.15 per note underwriting discount. The offering highlights significant risks including credit risk, market risk, and limited liquidity as notes won't be listed on any exchange.

Citigroup Global Markets Holdings has issued Autocallable Securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, due June 24, 2033. Key features include:

• $1,000 stated principal amount per security
• No regular interest payments
• Potential for automatic early redemption if the underlying index closes at or above initial value (496.186)
• Premium payments ranging from 19% to 123.50% based on redemption date
• Risk of principal loss if final index value falls below barrier value of 248.093 (50% of initial value)

Important risks: The underlying index involves highly leveraged exposure to S&P 500 Futures with a 6% annual decrement fee. The estimated value ($894.00) is significantly below the issue price ($1,000). Securities lack liquidity and are subject to Citigroup's credit risk. CGMI receives up to $43.00 underwriting fee per security.

Citigroup Global Markets Holdings has issued $6.741 million in Autocallable Phoenix Securities linked to NVIDIA Corporation stock, due July 9, 2026. These structured notes offer 4.3375% contingent coupon payments with potential for early redemption.

Key features include:

• Initial NVIDIA share price: $143.85
• Coupon barrier and final barrier price: $107.888 (75% of initial price)
• Buffer amount: 25% downside protection
• Automatic early redemption if NVIDIA shares close above initial price on valuation dates

Notable risks: Investors may lose significant principal if NVIDIA shares fall below barrier price, no participation in stock upside, and credit risk exposure to Citigroup. The estimated value ($988.10) is less than the issue price, with $10.00 per security underwriting fee. Securities are not listed and may have limited liquidity.