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. (C), guaranteed by Citigroup Inc., is offering unsecured notes linked to the S&P 500® Index with a stated principal amount of $1,000 per security, maturing on May 30, 2028.
At maturity, if the index ending value is at or above the starting value of 6,705.12, investors receive $1,000 plus a contingent fixed return of 18.30%, capped at $1,183 per security. If the index falls but stays at or above the threshold value of 6,034.608 (a 10% buffer), principal is returned. Below the threshold, principal is reduced 1-for-1 beyond the 10% buffer, with up to 90% loss of principal.
The notes pay no interest, do not provide dividends or index rights, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The public offering price is $1,000, while the estimated value on the pricing date is $955.70 per security, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The notes will not be listed, and any secondary market may be limited.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue autocallable Phoenix medium-term senior notes linked to the S&P 500® Index, maturing in January 2027. Each note has a $1,000 stated principal amount and offers a contingent coupon of at least 2.0875% per period if the index is at or above a coupon barrier set at 90% of the initial index level. Missed coupons can be “caught up” later if the barrier is met.
The notes are automatically redeemed early if, on any interim valuation date, the S&P 500 closes at or above its initial level, paying $1,000 plus the applicable contingent coupon. If held to maturity and not called, investors receive $1,000 plus the final coupon if the index is at or above a final barrier also at 90% of the initial level. Below that barrier, principal is exposed to losses beyond a 10% buffer using a buffer rate of approximately 111.111%, and repayment can fall to zero.
The securities will not be listed on any exchange. CGMI acts as underwriter and expects an estimated value of at least $933 per note on the pricing date, below the $1,000 issue price. The product carries complex market, credit and tax risks, including potential 30% withholding on coupon payments to certain non‑U.S. investors.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities tied to Advanced Micro Devices, Inc. (AMD) with a total issue size of $650,000 and a stated principal of $1,000 per note.
The notes pay a contingent coupon of $50.375 per period (a 20.15% annual rate) only if AMD’s closing price on the relevant valuation date is at or above the coupon barrier of $123.678, equal to 60.00% of the initial value of $206.13. Missed coupons can be paid later if the barrier is met, but can be lost entirely. The notes may be automatically called on specified dates if AMD is at or above the initial value, returning principal plus the applicable coupon and ending future payments.
If not called, maturity payment depends on AMD on the final valuation date. If AMD is at or above the final barrier of $123.678, investors receive principal back (plus any final coupon). If it is below, repayment is $1,000 plus $1,000 times AMD’s return, which can reduce principal to zero. The notes are not listed, carry credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have an estimated value of $974.70 per note below the $1,000 issue price, and involve complex risk and tax considerations.
Citigroup Global Markets Holdings Inc. is issuing $607,000 of unsecured Market Linked Notes, fully and unconditionally guaranteed by Citigroup Inc. These medium-term senior notes, in $1,000 denominations, mature on May 30, 2029 and pay no periodic interest. Instead, the payoff depends on a 50%/50% basket of the EURO STOXX 50® Index and the S&P 500® Index.
At maturity, investors receive at least the $1,000 principal per note, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If the basket ending value is above its starting value, the notes pay 100% of the basket’s percentage gain, capped at a maximum return of 20.45%, so the maturity amount cannot exceed $1,204.50 per note. The public offering price is $1,000 per note, while the estimated value on the pricing date is $950.20, reflecting selling, structuring and hedging costs. The notes will not be listed on any exchange and may have limited or no liquidity before maturity.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Equity Linked Securities tied to Oracle Corporation (ORCL), with a stated principal of $1,000 per security and total proceeds to the issuer of $2,574,475 on a $2,650,000 issue. The notes pay a fixed coupon of 2.8075% per quarter of principal (an annual rate of 11.23%), but investors give up dividends and any upside in Oracle’s share price.
The securities may be automatically redeemed on specified dates from November 2026 through August 2028 if Oracle’s closing value is at or above the initial level of $197.03, returning $1,000 plus the coupon. If not called, principal repayment at maturity in November 2028 depends on Oracle’s final price versus a barrier of $118.218 (60% of the initial value). A finish below this barrier causes a 1-for-1 loss with Oracle’s decline, down to a total loss of principal (excluding the final coupon).
The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, and may have little or no liquidity. The estimated value on the pricing date is $955.20 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs and the use of an internal funding rate. The filing also highlights complex and uncertain U.S. tax treatment, especially for Non-U.S. Holders.
Citigroup Inc. is offering callable fixed rate notes due November 28, 2028. Each note has a stated principal amount of $1,000 and pays a fixed interest rate of 4.00% per year, with interest paid semi-annually on May 28 and November 28, starting May 28, 2026, using a 30/360 day-count convention.
Beginning November 28, 2026, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates. The notes are not listed on any securities exchange. For most investors the issue price is $1,000 per note, while eligible institutional and fee-based advisory accounts may pay between $994 and $1,000 per note. Citigroup Global Markets Inc. receives an underwriting fee of up to $6.00 per note.
The notes are intended to qualify as TLAC-eligible instruments, meaning losses in a Citigroup bankruptcy would be borne by shareholders first and then unsecured creditors, including holders of these notes. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup guaranteeing payments, which can affect default rights and tax treatment. The notes are treated as fixed rate debt without original issue discount for U.S. federal income tax purposes.
Citigroup Inc. is offering callable fixed rate notes due November 28, 2035, in $1,000 denominations. The notes pay a fixed interest rate of 4.90% per year, with interest paid semi-annually on May 28 and November 28, beginning May 28, 2026, using a 30/360 day-count convention.
Citigroup may redeem the notes at its option, in whole but not in part, at 100% of principal plus accrued interest on the 28th day of February, May, August and November starting in May 2027. The notes are not listed on any securities exchange, and Citigroup Global Markets Inc., acting as underwriter and affiliate, receives an underwriting fee of up to $15.00 per note, with an issue price generally at $1,000 per note (or between $985.00 and $1,000 per note for certain institutional and fee-based accounts).
The notes are intended to qualify as TLAC-eligible debt, meaning that in a Citigroup Inc. bankruptcy losses would be imposed on shareholders first and then on unsecured creditors, including holders of these notes. A wholly owned subsidiary may assume Citigroup’s obligations under the notes subject to conditions, after which certain Citigroup bankruptcy or covenant events would not trigger default. Citigroup and its affiliates may engage in hedging and may profit from these activities, and CGMI may temporarily support secondary market prices for about six months after issuance.
Citigroup Inc. is offering callable fixed rate notes maturing on November 28, 2045 with a stated principal amount of $1,000 per note. The notes pay a fixed annual interest rate of 5.30%, with interest paid semi-annually on May 28 and November 28, starting May 28, 2026, calculated on a 30/360 day-count basis.
Beginning November 28, 2030, Citigroup may redeem the notes at its option, in whole but not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are intended to qualify as TLAC-eligible debt, meaning that in a Citigroup bankruptcy, losses would be borne by shareholders and then unsecured creditors, including these noteholders. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup guaranteeing payments, which can change default and covenant protections.
The notes will not be listed on any securities exchange. The issue price is generally $1,000 per note, with eligible institutional and fee-based advisory investors paying between $980 and $1,000 per note. Citigroup Global Markets Inc. acts as underwriter and may receive an underwriting fee of up to $20 per note, and its expected hedging profits create a temporary upward adjustment in secondary prices for about six months after issuance.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Step Down Trigger Autocallable Notes linked to the KraneShares CSI China Internet ETF (KWEB). The notes have a $10.00 stated principal amount, aggregate proceeds of $2,892,500.00, and a fixed call return rate of 15.60% per annum. They may be automatically called quarterly if KWEB’s closing price is at or above the initial price of $37.74, or at or above the downside threshold of $30.19 (80% of the initial price) on the final valuation date, paying call prices up to $13.12 at maturity.
If the notes are not called and KWEB finishes below the downside threshold on the final valuation date, repayment is reduced dollar-for-dollar with the decline in KWEB, potentially to zero, so investors can lose their entire investment. The notes pay no interest, do not pass through ETF dividends, will not be listed on an exchange, and have an initial estimated value of $9.582 per note, below the issue price. All payments depend on the creditworthiness of the issuer and guarantor.
Citigroup Inc. (C) is offering callable fixed rate senior notes due November 28, 2040, in denominations of $1,000 per note. The notes pay a fixed interest rate of 5.125% per annum, with interest paid semi-annually on May 28 and November 28, starting May 28, 2026, using a 30/360 day-count convention. At maturity, holders receive $1,000 per note plus any accrued and unpaid interest, unless the notes are redeemed earlier.
Beginning on November 28, 2030, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates. The notes are intended to qualify as TLAC-eligible, meaning losses in a Citigroup Inc. bankruptcy would be borne by shareholders first and then unsecured creditors, including noteholders. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup guaranteeing payments, and events of bankruptcy at Citigroup alone would not trigger default if a successor issuer has assumed the notes. The notes will not be listed on any exchange, and CGMI will act as underwriter, earning up to $20 per note in underwriting fees.