Welcome to our dedicated page for CITIGROUP SEC filings (Ticker: C), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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.
Offering Overview: Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., plans to issue Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities linked to Amazon.com, Inc. common stock, maturing on 22 Jan 2027.
Key Terms:
- Denomination: $1,000 per note; multiples of $1,000.
- Pricing date: 18 Jul 2025; Issue date: 23 Jul 2025; Calculation day: 19 Jan 2027; Maturity: 22 Jan 2027.
- Contingent fixed return: at least 21% ($≥210) if Amazon’s ending value is ≥85% of the starting value (threshold).
- Threshold value: 85% of starting value; if ending value falls below this level, repayment equals principal plus the underlying return, exposing investors to up to 100% loss.
- Maximum payoff is capped at ~$1,210; no participation in Amazon gains beyond this level.
- No periodic coupons or dividends.
- Estimated value on pricing date: ≥$912, lower than the $1,000 public offering price.
- Underwriting discount up to 2.575% ($25.75); net proceeds to issuer $974.25 per note.
- Unsecured obligations subject to Citigroup credit risk; not FDIC-insured and not exchange-listed, implying limited liquidity.
Risk Highlights: Investors sacrifice upside beyond 21%, accept full downside below a 15% decline, and rely on Citigroup’s creditworthiness. The complex structure suits investors willing to hold to maturity and tolerate principal loss.
Materiality: Transaction appears to be a routine structured-note issuance; no material change to Citigroup’s overall financial condition is disclosed.
Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to Marvell Technology, due June 29, 2028. The securities, priced at $1,000 per unit with total offering of $6.97 million, feature potential periodic contingent coupon payments at 15.00% per annum.
Key features include:
- Contingent coupon payments of 3.75% quarterly if underlying stock closes at/above barrier value (50% of initial value)
- Automatic early redemption if stock closes at/above initial value on any autocall date
- Principal protection at maturity if final stock value is at/above barrier value
- Risk of significant loss if stock closes below barrier value at maturity
Notable risks: No guaranteed coupon payments, potential loss of principal, limited liquidity, and credit risk of Citigroup. The estimated value ($967.70) is less than the issue price, with $25.00 underwriting fee per security.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity-Linked Securities linked to NVIDIA Corporation common stock, maturing on July 1, 2030. The securities are unsecured senior notes (Series N) and will not be listed on any exchange.
Key economic terms:
- Stated principal: $1,000 per security; total offering $800,000.
- Contingent coupon: 2.60 % per quarter (10.40 % p.a.) paid only if NVIDIA’s closing price on the relevant valuation date is ≥ the Coupon Barrier.
- Coupon Barrier & Final Barrier: $93.012 (60 % of the $155.02 initial price).
- Automatic early redemption: Occurs on any of 16 scheduled autocall dates (starting 6/26/2026) if NVIDIA’s price is ≥ the initial price; investors receive $1,000 plus the applicable coupon.
- Downside protection: None below the Final Barrier. If the final price is < 60 % of the initial, repayment is $1,000 × (Underlying Return), exposing investors to full downside below the barrier and potential loss of entire principal.
- Estimated value: $946.30, 5.4 % below the $1,000 issue price, reflecting dealer margin and hedging costs.
- Underwriting fee: Up to $33.50 per note (3.35 %); net proceeds $966.50 per $1,000.
Risks: Investors face issuer and guarantor credit risk, limited liquidity (no listing, secondary market only on a best-efforts basis), the possibility of receiving no coupons, and substantial principal loss if NVIDIA falls > 40 % from the initial level at final valuation. A positive performance in NVIDIA could shorten the investment via autocall, capping total return.
This structured note targets income-seeking investors willing to assume equity, barrier and call risks in exchange for a potential double-digit yield.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $5 million of unlisted Autocallable Contingent Coupon Equity-Linked Securities tied to Alphabet Inc. Class A shares. Each $1,000 note offers a contingent coupon of 0.7958% monthly (≈9.55% p.a.), paid only if Alphabet’s closing price on the relevant valuation date remains at or above the 80% coupon barrier ($138.832). Missed coupons accumulate and may be repaid if the barrier is later met.
An automatic early redemption feature is triggered when Alphabet closes at or above the initial price ($173.54) on any of 34 scheduled “potential autocall” dates starting 26 Sep 2025. If triggered, investors receive $1,000 plus the due coupon, terminating any further upside.
If not redeemed early, the notes mature on 28 Jun 2028. Principal is protected only if Alphabet’s final value is ≥80% of the initial price. Otherwise, repayment equals $1,000 × (Final Value ÷ Initial Value), exposing investors to a 1:1 downside that can result in total loss of principal and forfeiture of unpaid coupons.
Key mechanics:
- Issue price: $1,000; estimated value: $970 (3% discount).
- Underwriting fee: up to $25 per note; proceeds to issuer $975 per note.
- Credit risk: unsecured obligations of Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc.
- Liquidity: No exchange listing; secondary market, if any, at issuer’s discretion.
The product offers elevated yield potential but couples it with significant equity, call and credit risks, making it suitable only for investors who can absorb loss of principal and deferred income.
Citigroup Global Markets Holdings has issued $2.485 million in Autocallable Phoenix Securities linked to CrowdStrike Holdings (CRWD) stock, due June 28, 2029. These structured notes offer potential contingent coupon payments of 3.025% per payment period, subject to underlying stock performance.
Key features include:
- Securities will automatically redeem if CRWD's stock price equals or exceeds the initial price of $494.09 on any interim valuation date
- Contingent coupon payments only occur if stock price stays above barrier price of $296.454 (60% of initial price)
- Principal protection until final barrier price of $296.454; below this, investors face direct exposure to CRWD stock losses
- Estimated value of $967.60 per security is below issue price of $1,000, reflecting embedded costs
The offering includes a $25.00 underwriting fee per security, with J.P. Morgan Securities acting as placement agent. These securities carry credit risk from both Citigroup Global Markets Holdings and Citigroup Inc. as guarantor.
Citigroup Global Markets Holdings has issued $203,000 in Autocallable Market-Linked Securities tied to the Citi Dynamic Asset Selector 5 Excess Return Index, due June 30, 2032. These unsecured debt securities, guaranteed by Citigroup, offer potential automatic early redemption with premiums ranging from 7% to 42% if index performance meets threshold levels.
Key features include:
- No regular interest payments
- Automatic early redemption if index exceeds premium thresholds on valuation dates
- 100% upside participation rate at maturity if not called early
- Principal protection at maturity if index doesn't appreciate
The underlying index dynamically allocates between S&P 500 futures and 10-year Treasury futures based on market regime signals. The estimated value per security is $915.70, below the $1,000 issue price. CGMI receives an underwriting fee of up to $42.50 per security. Investors face credit risk from both Citigroup entities and potential limited liquidity.