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. is offering unsecured barrier securities linked to the Invesco QQQ TrustSM, Series 1, maturing on February 26, 2027, and fully guaranteed by Citigroup Inc.
Each security has a $1,000 stated principal amount, no interest payments and a 200% upside participation rate, capped by a maximum return at maturity of $152.50 per security. If QQQ rises, you gain 2x its percentage increase up to this cap; if it is flat or down but at or above a barrier set at least 90% of the initial value, you receive back $1,000. If the final value is below the barrier, your payoff falls 1-for-1 with QQQ’s loss, down to zero, so you can lose your entire investment.
The notes are not listed, may have limited liquidity, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The expected estimated value on the pricing date is at least $919 per security versus the $1,000 issue price, and Citigroup Global Markets Inc. receives an underwriting fee of up to $20 per security. Investors forgo QQQ dividends, face complex and uncertain U.S. tax treatment and are exposed to issuer hedging and conflicts of interest.
Citigroup Inc. is offering unsecured callable range accrual notes linked to the 10-year constant maturity U.S. Treasury (CMT) rate, maturing on December 19, 2035. Each note has a stated principal of $1,000 and pays variable interest only for days when the 10-year CMT rate stays between 0.00% and 5.00%, up to a contingent rate of 9.00% per year. If there are no qualifying days in a period, the coupon for that period will be zero.
Citigroup may redeem the notes in whole on any interest payment date on or after December 19, 2026 at 100% of principal plus accrued interest. The notes rank equally with other senior unsecured Citigroup debt, are intended to qualify as TLAC-eligible instruments, and will not be listed on any exchange. The initial estimated value is $970.00 per note, below the issue price, reflecting underwriting fees of $15.00 per note and Citigroup’s hedging and funding costs. The tax treatment is complex, with Citigroup intending to treat the notes as contingent payment debt instruments.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Trigger Autocallable Notes linked to the S&P 500® Index, maturing on December 21, 2027. Each note has a $10 stated principal amount, with total issuance of $6,212,600. The notes may be automatically called quarterly starting June 17, 2026 if the S&P 500 closing level is at or above the initial level of 6,721.43, paying back principal plus a call return based on a fixed 9.01% per annum rate. If the notes are never called, investors receive full principal at maturity only if the final index level is at or above the downside threshold of 5,377.14 (80% of the initial level). Below that threshold, repayment is reduced in line with the index loss and can fall to zero. The issue price is $10.00 per note, with proceeds to the issuer of $9.85 per note and an estimated value of $9.771, and the notes are unsecured, high-risk, and not FDIC insured.
Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering Trigger Autocallable Contingent Yield Notes linked to the common stock of Broadcom Inc. (AVGO), maturing on December 20, 2028. The notes have a $10 stated principal amount, a contingent coupon rate of 12.42% per annum (about $0.3105 per quarter per note), and are issued at 100% of principal. The total offering size is $9,316,000, with underwriting discounts of $0.225 per note and estimated net proceeds of $9,106,390.
Coupons are paid only if Broadcom’s closing price on a quarterly valuation date is at or above the coupon barrier of $163.01, which is 50% of the initial price of $326.02. The same level also serves as the downside threshold. Starting March 17, 2026, the notes are automatically called if Broadcom closes at or above the initial price, returning principal plus the due coupon and any unpaid “memory” coupons.
If the notes are not called and the final price is below the downside threshold, repayment at maturity is reduced in line with Broadcom’s percentage decline, down to a possible 100% loss. Investors do not receive Broadcom dividends and are exposed to both market risk of the stock and credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The notes will not be listed and may have limited or no liquidity.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Airbag Autocallable Contingent Yield Notes linked to Tesla, Inc. common stock. The notes have a one-year term with monthly observation dates and pay a contingent coupon of 14.70% per annum only when Tesla’s closing price is at or above a coupon barrier set at 55% of the $489.88 initial price ($269.43). Missed coupons may be paid later under a memory feature if the barrier is met on a future date.
The notes are automatically called if Tesla closes at or above the initial price on any monthly valuation date, returning the $10,000 principal per note plus due coupons. If not called and the final price is below the $269.43 conversion price, investors receive Tesla shares (about 37.11539 per note) that may be worth far less than principal and could be worthless. The total offering size is $12,000,000, and the estimated value at pricing was $9,937 per note. The notes are unsecured, not listed, and expose holders to both Tesla market risk and Citigroup credit risk, with potential loss of the entire investment.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 11,065 principal-at-risk Contingent Income Auto-Callable Securities due December 21, 2028, each with a $1,000 stated principal amount and total aggregate principal of $11.065 million. The notes are linked to the worst performer of NVIDIA (NVDA) and Tesla (TSLA), with initial share prices of $177.72 and $489.88 and downside thresholds set at 50% of those levels.
Investors may receive a 4.375% quarterly contingent coupon (17.50% per annum) only if, on a valuation date, the worst-performing stock is at or above its downside threshold; missed coupons can be paid later if the condition is again met. Starting about three months after issue, if on a potential redemption date the worst performer is at or above its initial price, the notes auto-call at par plus the applicable contingent coupon, including any unpaid coupons.
If not redeemed early and the worst-performing stock on the final valuation date is at or above its downside threshold, investors receive par plus the final contingent coupon (with any unpaid coupons). If it finishes below its downside threshold, repayment is reduced 1-to-1 with the stock’s loss, potentially down to $0. The securities are unsecured, not listed, not FDIC insured, carry complex U.S. tax treatment, and have an estimated value of $955.30 per $1,000, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured notes linked to a global equity basket with a stated principal amount of $1,000 per security. The basket combines the EURO STOXX 50® (40%), Nikkei 225 (25%), FTSE® 100 (17.5%), Swiss Market Index® (10%) and S&P/ASX 200 (7.5%).
The notes may be automatically called on January 4, 2027 if the basket closing value is at or above the starting value, paying $1,000 plus at least a 9.00% call premium. If not called, at maturity on January 4, 2029 holders either get enhanced upside at a 125% participation rate, full principal back if the basket stays at or above the 75.00 threshold, or 1-for-1 downside if it falls below that level, with the possibility of losing the entire investment.
The securities pay no interest, are not listed on any exchange and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer expects the estimated value on the pricing date to be at least $900.50 per $1,000 security, below the public offering price, reflecting selling, structuring and hedging costs.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 face-value barrier securities due January 9, 2029, linked to an equally weighted basket of the EURO STOXX 50® Index and the Nikkei 225 Index.
The securities offer 200% upside participation on positive basket performance, but gains are capped by a maximum return at maturity of at least $510 per security (at least 51% of principal. If the final basket value is above the initial value of 100, investors receive $1,000 plus the leveraged return, subject to this cap. If the final basket value is at or below 100 but at or above the 85 barrier level, investors receive only the $1,000 principal. If the basket falls below the barrier, repayment is reduced 1‑for‑1 with the basket loss, and investors may receive much less than principal, possibly zero.
The securities are not listed on any exchange. The issue price is $1,000, with an underwriting fee of up to $25 and minimum per-security proceeds to the issuer of $975. Citigroup currently estimates the value on the pricing date will be at least $903.50 per security, below the issue price. The product involves complex market and tax risks and is intended for investors who understand equity-index linked structured notes and are prepared to hold to maturity.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable contingent coupon equity-linked securities tied to PayPal Holdings, Inc. stock. The notes may pay a contingent coupon of at least 0.6125% per month (at least 7.35% per year) on each observation date if PayPal’s closing price stays at or above 75% of its initial level; missed coupons can be paid later if the barrier is later met. The notes can be automatically called starting July 20, 2026 if PayPal is at or above its initial level, returning $1,000 plus applicable coupons.
If not called and PayPal falls more than 25% by the final valuation date, holders receive PayPal shares (or cash equivalent) plus a $250 cash buffer, exposing them to up to a 75% loss of principal and no coupon at maturity. The securities are unsecured senior notes, not listed on an exchange, carry an estimated value on the pricing date expected to be at least $921 per $1,000, and include an underwriting fee of up to $21.50 per security.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities tied to the worst performer of the Dow Jones Industrial Average, EURO STOXX 50 Index and Nikkei 225 Index, each with a $1,000 stated principal amount and scheduled maturity on January 9, 2029.
The notes may pay a contingent coupon of at least 2.40% per quarter (at least 9.60% per year) only if, on each valuation date, the worst-performing index is at or above 75% of its initial value; otherwise no coupon is paid. On specified dates, if the worst-performing index is at or above its initial value, the notes are automatically called at $1,000 plus the coupon. If held to maturity and not called, investors receive $1,000 only if the worst-performing index is at or above 75% of its initial value; otherwise they are exposed one-for-one to index losses and can lose all principal. The notes will not be listed, carry full issuer and guarantor credit risk, include an underwriting fee of $20 per note, and have an estimated initial value of at least $914, below the issue price.