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 face-value Autocallable Contingent Coupon Equity Linked Securities tied to Marvell Technology, Inc. stock, maturing December 22, 2027. The notes pay a contingent coupon of 3.75% per quarter (15.00% per annum) only if Marvell’s closing value on each valuation date is at or above a coupon barrier set at 57.00% of the initial share price; missed coupons can be paid later if the barrier is subsequently met. Starting June 17, 2026, the notes are automatically called if Marvell’s value is at or above its initial level, paying $1,000 plus due coupons.
If not called and the final share value is below the 57.00% final barrier, investors receive Marvell shares (or cash equivalent) worth less than $1,000 and could lose their entire investment, with no minimum repayment. The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and may have limited liquidity. The estimated value on the pricing date is expected to be at least $905.50 per security, below the $1,000 issue price, reflecting fees, hedging costs and Citi’s internal funding rate.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering principal-at-risk contingent income callable securities linked to the S&P 500® Index. Each security has a stated principal amount of $1,000 and pays a 2.00% quarterly contingent coupon (8.00% per annum) only if, on the relevant valuation date, the index closes at or above 80.00% of its initial level, the coupon barrier.
The notes are callable in whole by the issuer on quarterly dates starting about three months after issuance, at $1,000 plus any due coupon, which can limit the maximum term. If the securities are not redeemed early and the final index level is at or above 80.00% of the initial level, investors receive $1,000 per security plus any final coupon. If the final index level is below this downside threshold, repayment is reduced one-for-one with the index decline, and the amount repaid can be significantly less than $800 and may be zero.
The issue price is $1,000 per security, including a $15.00 underwriting fee, of which $10.00 is a selling concession and $5.00 a structuring fee. Citigroup currently expects the estimated value on the pricing date to be at least $925.50 per security. The notes will not be listed on any exchange, may trade at a discount in any secondary market, and involve complex U.S. federal tax and withholding considerations, including possible 30% withholding on coupons for certain non‑U.S. holders.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term senior autocallable securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, scheduled to mature on December 31, 2035 unless called earlier. Each security has a $1,000 stated principal amount, pays no interest and can be automatically redeemed on scheduled valuation dates starting in 2026 if the index closing value is at or above its initial level, paying $1,000 plus a fixed premium that begins at 19.00% of principal and steps up over time to 190.00% on the final valuation date.
If the securities are not called and at maturity the index is at or above 60.00% of its initial level, investors receive $1,000 plus the premium for the final valuation date; if it is below that barrier, they receive $1,000 plus $1,000 times the index return, giving 1-to-1 downside exposure and the possibility of losing their entire investment. The underlying index is described as highly risky, with up to 500% leveraged exposure to S&P 500 futures, an implicit financing cost and a 6% per annum decrement that can significantly drag on performance. The notes will not be listed, secondary liquidity may be limited, all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., the issue price is $1,000 including a $50 underwriting fee, and the estimated value on the pricing date is expected to be at least $850 per security.
Citigroup Global Markets Holdings Inc. is issuing principal-at-risk medium-term senior notes, Series N, linked to the 7-year GBP SONIA ICE swap rate (SONIA CMS7), fully and unconditionally guaranteed by Citigroup Inc. Each security has a £1,000 stated principal amount, an issue price of 100.00% of principal, and is scheduled to mature on March 18, 2026, using a valuation date of March 16, 2026.
At maturity, holders receive a sterling payment tied to the SONIA CMS7 rate versus a 3.819% strike. If the rate on the valuation date is at or above the strike, the payment equals the maximum of £1,240.04167 per security, a 24.004167% total return. If it is below the strike, the amount decreases according to a specified formula, but not below the minimum of £240.04167, resulting in a possible total return as low as -75.995833%.
The securities will not be listed on any securities exchange, and liquidity will depend on Citigroup Global Markets Inc., which is not obligated to maintain a market or provide bid prices. Citigroup currently expects the estimated value on the pricing date to be between £970.00 and £1,000.00 per security, reflecting internal funding and hedging assumptions. The documentation highlights complex U.S. federal tax treatment, with the securities expected to be treated as prepaid financial contracts, and notes specific suitability and prohibited-transaction considerations for plans subject to ERISA and similar rules.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity linked securities tied to Advanced Micro Devices, Inc. stock in $1,000 denominations, scheduled to mature on January 3, 2029. The notes pay a contingent coupon of at least 3.375% of principal per period (equivalent to at least 13.50% per year) only when AMD’s closing price on the prior valuation date is at or above a coupon barrier set at 60% of its initial value, with missed coupons potentially paid later if the barrier is met on a future valuation date.
The securities can be automatically redeemed on specified dates starting June 29, 2026 if AMD’s closing value is at or above its initial level, returning $1,000 per note plus the applicable coupon and any unpaid coupons, which would end further income. If not called and AMD’s final value is at or above the 60% final barrier, investors receive full principal; below that level, repayment is reduced in proportion to AMD’s decline and can fall to zero. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any exchange, may have limited or no secondary market, and have an estimated value on the pricing date expected to be at least $884 per $1,000 note, lower than the $1,000 issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Trigger Autocallable Contingent Yield Notes linked to the N Nasdaq‑100, Russell 2000 and S&P 500 indices. The notes pay a quarterly contingent coupon of 8.60% per annum (or $0.215 per $10 note) only if the least performing index on each valuation date is at or above 70% of its initial level. Starting March 12, 2026, if the least performing index is at or above its initial level on a valuation date, the notes are automatically called and return the $10 principal plus that period’s coupon.
If the notes are not called, at maturity on December 14, 2028 investors receive $10 plus the final coupon only if the least performing index is at or above its 70% downside threshold; otherwise repayment is reduced in line with that index’s loss, down to a possible 100% loss of principal. The notes are unsecured obligations, fully guaranteed by Citigroup Inc., with an issue price of $10 per note and a total offering of $3,000,000. The estimated value at pricing is $9.744 per note, they are not exchange‑listed, and secondary liquidity may be limited.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing 5-year Citi Green Bond Trigger GEARS notes at $10 per security, for an aggregate offering of $3,000,000. The notes are linked to an unequally weighted basket of five equity indices: EURO STOXX 50 (40%), Nikkei 225 (25%), FTSE 100 (17.5%), Swiss Market Index (10%) and S&P/ASX 200 (7.5%).
If the basket return at maturity is positive, investors receive $10 plus the basket return multiplied by 1.49. If the basket return is zero or negative but the final basket level is at or above 75% of the initial basket level, investors receive their $10 principal back. If the final basket level is below this downside threshold, repayment is $10 × (1 + basket return), giving full exposure to losses and the potential for a total loss.
The securities pay no coupons, do not pass through dividends from index constituents, are unsecured and unsubordinated, and carry the credit risk of both the issuer and guarantor. Net proceeds are earmarked for financing or refinancing assets that meet Citigroup’s Green Bond Eligibility Criteria under its Green Bond Framework.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities due December 24, 2030, linked to the worst performer of the Russell 2000® Index, the S&P 500® Index and the VanEck® Semiconductor ETF.
Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 0.6667% of principal per period (equivalent to a contingent coupon rate of approximately at least 8.00% per annum) when the worst-performing underlying on the relevant valuation date is at or above 55.00% of its initial value. If the worst-performing underlying on certain scheduled dates is at or above its initial value, the notes are automatically called at $1,000 plus the coupon.
If the notes are not called and on the final valuation date the worst-performing underlying is below 60.00% of its initial value, principal is reduced one-for-one with that decline, and repayment can be far below $1,000, potentially zero. The securities are unsecured, not listed, carry 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 $877.00 per security versus the $1,000.00 issue price, reflecting an underwriting fee of up to $41.25 and structuring and hedging costs.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $12,000,000 of Autocallable Phoenix Securities linked to NIKE, Inc. common stock. Each note has a $1,000 principal amount and matures on December 16, 2026, unless redeemed earlier.
The notes pay a contingent coupon of 1.5334% of principal on scheduled dates only if NIKE’s share price is at or above the coupon barrier of $52.632, which is 80% of the initial share price of $65.79. If on any interim valuation date NIKE closes at or above the initial share price, the notes are automatically called at $1,000 plus the due coupon, ending future payments.
If not called, and NIKE’s final price is at or above the $52.632 final barrier, holders get $1,000 plus any due coupon. If the final price is below the barrier, principal is reduced using a 20% buffer and a 125% downside rate, and investors can lose most or all of their investment. The notes are not listed, the estimated value at pricing was $997.50 per $1,000, and they carry issuer and guarantor credit risk as well as complex tax and withholding considerations.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Upturn Securities linked to United Parcel Service, Inc. (UPS), each with a stated principal amount of $1,000 and maturing on March 16, 2027.
At maturity, if the UPS share price (final underlying value) is above the initial value of $100.48, investors receive $1,000 plus a return calculated at a 500.00% upside participation rate, capped at a maximum return of $364.40 per security (a total of 36.44%). If the final value is at or below the initial value, investors receive a fixed number of UPS Class B shares based on an equity ratio of 9.95223 (or, at the issuer’s election, their cash value), which can result in a significant loss, up to a total loss of principal.
The securities will not be listed on any exchange, and liquidity will rely on the underwriter, Citigroup Global Markets Inc. The total offering size is $906,000.00, with an underwriting fee of $25.00 per security and an initial estimated value of $953.80 per security, reflecting hedging and funding costs.