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., guaranteed by Citigroup Inc., is offering $1,000 autocallable barrier securities linked to the S&P 500® Index and scheduled to mature in December 2030.
The notes may be redeemed early if on a yearly valuation date the index closes at or above its initial level, paying $1,000 plus a fixed premium of 7.65%, 15.30%, 22.95% or 30.60%, depending on the year.
If held to maturity and not called, investors receive $1,000 plus the greater of a 25.00% premium or 100.00% of the index’s positive return; if the index is between 75.00% and 100.00% of its initial level they receive principal only, and below 75.00% they lose principal on a 1‑for‑1 basis.
The securities are not listed, pay no dividends, carry issuer and guarantor credit risk, have an estimated value of at least $914.00 per $1,000 and an underwriting fee of up to $23.50 per security, and involve complex risk and U.S. federal tax considerations.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term notes linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing November 26, 2027. The securities may pay a contingent coupon of at least 0.725% per quarter (at least 8.70% per year) if, on each valuation date, the worst performing index is at or above 70% of its initial level; otherwise no coupon is paid.
If the notes are not called and on the final valuation date the worst performing index is at or above 60% of its initial level, investors receive the $1,000 stated principal per security, plus any final coupon. If it is below 60%, principal is reduced in line with the index loss, up to a total loss of investment.
Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The notes will not be listed on any exchange, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated value on the pricing date expected to be at least $931.50 versus a $1,000 issue price, with an underwriting fee of up to $6.50 per security.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Step Down Trigger Autocallable Notes linked to the least performing of the S&P 500® Index, EURO STOXX 50® Index and Nasdaq‑100 Index®. Each note has a $10.00 stated principal amount, a term of about five years and may be automatically called quarterly starting one year after issuance.
If on any valuation date the least performing index is at or above its initial level (or at or above 75.00% of that level on the final valuation date), the notes are called and pay $10.00 plus a call return based on a fixed call return rate of 8.85% to 9.15% per annum, increasing over time. If the notes are never called and the least performing index finishes below its downside threshold, repayment at maturity is reduced in line with the index loss, down to zero, so investors can lose their entire investment. The notes pay no interest or dividends and all payments depend on the creditworthiness of the issuer and guarantor.
The issue price is $10.00 per note, with an underwriting discount of $0.25 and proceeds to the issuer of $9.75 per note. The issuer currently expects the estimated value on the trade date to be at least $9.435 per note, based on Citigroup Global Markets Inc.’s proprietary models.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable barrier securities linked to the EURO STOXX 50® Index, each with a stated principal amount of $1,000 and scheduled maturity on December 27, 2030.
The notes may be automatically redeemed early if, on specified annual valuation dates starting in 2026, the index closes at or above its initial value, paying back principal plus a premium of 10%, 20%, 30% or 40% of principal depending on the year. If held to maturity and not redeemed early, investors receive principal plus the greater of a 30% premium or 100% participation in index gains if the index is at or above its initial level.
If the final index level is below the initial but at or above 75% of the initial level, investors receive only the $1,000 principal. If it falls below that barrier, repayment is reduced 1‑for‑1 with index losses, potentially to zero. The issue price is $1,000 per note, with an underwriting fee of up to $23.50 and an estimated value on the pricing date expected to be at least $915.50 per security. The securities will not be listed on any exchange and pay no dividends.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 Autocallable Barrier Securities linked to the Russell 2000® Index with a scheduled maturity on December 27, 2030. The notes can be automatically redeemed early if, on any valuation date from December 24, 2026 through December 24, 2029, the index closes at or above its initial level, paying $1,000 plus a fixed premium of 9.15%, 18.30%, 27.45% or 36.60% of principal, depending on the year.
If held to the final valuation date on December 23, 2030 and not called, investors receive $1,000 plus the greater of a 25.00% premium or 100% of the index gain if the index is at or above its initial level, $1,000 if it is below the initial level but at or above 75.00% of that level, or $1,000 plus 1‑to‑1 index loss if it falls below the 75.00% barrier, which can result in very large losses. The notes are not listed, carry an underwriting fee of up to $23.50 per $1,000, and have an estimated value on the pricing date expected to be at least $912.00 per security, reflecting model-based pricing and issuer funding costs.
Citigroup Global Markets Holdings Inc. is offering £9,600,000.00 of principal-at-risk securities linked to the 7-year GBP SONIA ICE swap rate (SONIA CMS7), fully and unconditionally guaranteed by Citigroup Inc. Each note has a £1,000 stated principal amount, prices at 100% of par, and matures on March 18, 2026, with payment based on the SONIA CMS7 rate on the March 16, 2026 valuation date.
If SONIA CMS7 is at or above the 3.819% strike, investors receive the maximum payment of £1,240.04167 per note. If it is below the strike, the payoff decreases linearly using a 0.50% OTM strike width down to a minimum of £240.04167, so investors can lose up to about three-quarters of principal. The securities are unsecured senior debt of the issuer, will not be listed on any exchange, and an active secondary market is unlikely. CGMI acts as underwriter with no underwriting fee; the estimated value at pricing is £988.68 per note, below the £1,000 issue price.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering market-linked, auto-callable notes tied to MP Materials Corp. with a total public offering price of $610,000 ($1,000 per security). These unsecured notes pay no interest and may be automatically called on December 18, 2026 if MP’s stock is at or above the $53.26 starting value, returning principal plus a fixed 35.25% call premium.
If not called, the notes mature on December 20, 2028. At maturity, holders get 150% of MP’s stock gain if the ending value is above the starting value; full principal back if the ending value is between the starting value and the 60% threshold; and a loss matching MP’s decline if the stock finishes below that threshold, up to a 100% loss of principal. The estimated value on the pricing date is $896 per $1,000 note, below the public offering price. The notes will not be listed on an exchange and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Inc. is offering callable fixed-rate senior notes due December 19, 2040, paying 5.05% per year on a stated principal amount of $1,000 per note. Interest is paid semi-annually each June 19 and December 19 using a 30/360 day-count convention, and investors receive $1,000 per note plus accrued interest at maturity if the notes are not redeemed earlier.
Beginning December 19, 2028, Citigroup may redeem the notes at 100% of principal plus accrued interest on quarterly redemption dates. The notes are unsecured senior debt intended to qualify as TLAC-eligible, meaning losses in a Citigroup bankruptcy could be imposed on noteholders after shareholders and other creditors. A wholly owned subsidiary may assume the obligations, with Citigroup guaranteeing payments.
The notes are sold at $1,000 per note to most investors, with eligible institutional and fee-based accounts paying between $980 and $1,000 per note. Underwriter CGMI earns an underwriting fee of up to $20 per note and may engage in hedging that could affect secondary prices. The notes will not be listed on any exchange, and early resale may be difficult.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to Advanced Micro Devices, Inc. (AMD), maturing on December 20, 2028. Each security has a stated principal amount of $1,000.
The notes pay a contingent coupon of 3.47% of principal per quarter (equivalent to 13.88% per year) only if AMD’s closing value on the relevant valuation date is at or above the coupon barrier of $103.79, which is 50.00% of the initial value of $207.58. Missed coupons can be paid later if the barrier is met on a subsequent date, but all coupons can be lost if AMD stays below the barrier.
If not called early and at maturity AMD’s final value is at or above the final barrier of $103.79, investors receive $1,000 plus any applicable final coupon. If AMD finishes below the barrier, repayment is $1,000 plus the underlying return, which can reduce the payout to zero. The notes are unsecured, subject to Citi credit risk, not listed on an exchange, have limited liquidity, and an estimated value of $967.00 per security, below the $1,000.00 issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured barrier securities linked to the MSCI EAFE® Index, due January 9, 2029. Each security has a $1,000 stated principal amount, pays no interest and does not guarantee principal repayment.
At maturity, if the index is above its initial value, investors receive $1,000 plus 200.00% of the index gain, capped by a maximum return that will be at least $300.00 per security (at least 30.00% of principal). If the index is flat or down but not below 85.00% of its initial level, investors receive $1,000. If the final index value is below 85.00% of the initial value, repayment is reduced 1-to-1 with the index loss, down to zero.
The securities will not be listed on an exchange and may have limited or no liquidity. The estimated value on the pricing date is expected to be at least $900.00 per security, below the $1,000 issue price, and CGMI will receive an underwriting fee of up to $25.00 per security. Investors bear the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. and will not receive dividends from the underlying index.