Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to Amazon.com stock, due March 25, 2027. The securities offer potential periodic contingent coupon payments at an 8.90% annualized rate, with a stated principal amount of $1,000 per security.

Key features include:

• Contingent coupon payments of 0.7417% per period if Amazon's closing price is above the barrier value of $136.299 (65% of initial value)
• Automatic early redemption if Amazon's stock price equals or exceeds initial value of $209.69 on any autocall date
• Risk of principal loss if final stock price is below barrier value, receiving shares or cash worth significantly less than principal
• Total offering size of $1,664,000 with estimated security value of $966.70, below issue price

The securities involve significant risks including potential loss of principal, no guaranteed coupon payments, and limited liquidity. All payments are subject to credit risk of Citigroup Global Markets Holdings and Citigroup Inc.

Citigroup Global Markets Holdings has issued $10 million in Autocallable Phoenix Securities linked to Thermo Fisher Scientific (TMO) stock, due June 25, 2026. These structured notes offer potential contingent coupon payments at 4.475% annualized, higher than conventional debt securities.

Key features include:

• Initial share price: $392.56 with coupon/barrier price at $333.676 (85% of initial)
• Automatic early redemption if TMO closes above initial price on any interim valuation date
• 15% downside buffer at maturity, but investors risk significant losses if TMO falls below buffer
• Contingent coupon payments only if TMO closes at/above barrier price on valuation dates

The estimated value is $996.60 per security, below the $1,000 issue price. The securities are not listed on any exchange and carry credit risk of Citigroup. CGMI receives a $1.00 underwriting fee per security, with JP Morgan acting as placement agent.

Citigroup Global Markets Holdings has filed a pricing supplement for Callable Equity Linked Securities tied to Tesla, due December 31, 2026. The securities offer high-yield coupon payments of at least 16.10% per annum, with a stated principal amount of $1,000 per security.

Key features include:

• Monthly coupon payments starting July 2025
• Callable by issuer from September 2025 to November 2026
• Principal at risk - investors may lose significant value if Tesla's stock falls below 50% of initial value
• No upside participation in Tesla stock appreciation
• Estimated security value at pricing date: minimum $927.00

Notable risks: potential loss of principal, limited liquidity (no exchange listing), and credit risk of Citigroup. The securities are designed for investors seeking high yield who can accept significant downside risk linked to Tesla's stock performance. Underwritten by CGMI with structuring fees up to $5.00 and marketing fees up to $3.75 per security.

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to the performance of Alphabet, DocuSign, and Intuitive Surgical, due June 24, 2027. The securities offer potential periodic contingent coupon payments at 17.00% per annum.

Key features include:

• Stated principal amount of $1,000 per security with total offering of $2,898,000
• Contingent coupon payments of 4.25% per quarter if worst-performing underlying is above its barrier value
• Automatic early redemption if worst-performing underlying closes at or above initial value on observation dates
• 60% downside protection barrier at maturity
• Risk of principal loss if worst-performing underlying falls below barrier at maturity

The estimated value of $961.20 per security is less than the issue price. Securities are unsecured obligations of Citigroup Global Markets Holdings, guaranteed by Citigroup Inc. Investors face credit risk and may receive significantly less than the principal amount at maturity.

Citigroup Global Markets Holdings has issued Autocallable Contingent Coupon Equity Linked Securities tied to the worst-performing stock among Alphabet, DocuSign, and Intuitive Surgical, due June 24, 2027. The securities offer potential periodic contingent coupon payments at an 18.40% annualized rate.

Key features include:

• Principal Amount: $1,000 per security with total issuance of $3,483,000
• Coupon Barrier: 60% of each underlying's initial value
• Automatic early redemption if worst-performing stock equals/exceeds initial value on observation dates
• Risk of principal loss if worst-performing stock falls below 60% barrier at maturity
• Estimated value of $975.10 per security, below issue price

The securities expose investors to downside risk of the worst-performing stock without participation in upside gains or dividends. All payments are subject to Citigroup's credit risk and the securities have limited liquidity with no exchange listing.

Citigroup Global Markets Holdings has filed a prospectus supplement for Market Linked Securities due June 29, 2028, linked to Marvell Technology stock performance. These auto-callable securities offer:

• Monthly contingent coupon payments at least 14.85% per annum if the underlying stock closes at or above 60% of its starting value
• Memory feature allowing recovery of previously missed coupon payments
• Automatic early redemption if stock closes at or above starting value on any monthly observation date from September 2025
• Principal protection at maturity if stock closes at or above 50% of starting value

Key risks include potential loss of principal if stock closes below 50% of starting value at maturity, credit risk of Citigroup, and limited liquidity as securities won't be exchange-listed. Initial offering price is $1,000 per security with estimated value of at least $910.50. Wells Fargo Securities will act as selling agent with up to 2.325% commission.

Citigroup Global Markets Holdings has issued Callable Equity Linked Securities tied to the performance of three major indices: Nasdaq-100, Russell 2000, and S&P 500, due December 24, 2026. The securities offer an attractive 7.80% annual coupon rate but come with significant risks.

Key features include:

• Principal amount: $1,000 per security
• Monthly coupon payments of 0.65%
• Callable by issuer monthly from June 2026 to November 2026
• Final barrier value set at 65% of initial index values

Notable risks: Investors may lose significant principal if any index falls below its barrier value at maturity. Payment is determined by the worst-performing index. The estimated value ($983.70) is less than the issue price. Securities are subject to Citigroup's credit risk and may have limited liquidity. Total offering size is $520,000 with CGMI receiving up to $6.50 per security in underwriting fees.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Enhanced Barrier Digital Securities linked to the common stock of Stanley Black & Decker, Inc. (SWK). The notes are unsecured, senior obligations with a $1,000 stated principal amount, priced on 20 Jun 2025, issued on 25 Jun 2025, and maturing on 23 Jul 2026. They pay no coupons and are not listed on any exchange.

Return profile:

• If the final underlying value is ≥ $38.73 (60% of the initial value of $64.55), investors receive $1,140 (principal + fixed digital return of 14%).
• If the final value is < $38.73, investors receive 15.49187 shares of SWK (or cash equivalent). This exposes holders to the full downside of SWK; the redemption value could be significantly below par and may be zero.

Key structural features:

• Initial underlying value: $64.55; Barrier: $38.73.
• Estimated value at pricing: $978.80 (≈ 97.9% of issue price), reflecting dealer margin and funding cost.
• Underwriting fee: up to $11 (1.1%) per note; selling concession $10; structuring fee up to $1.
• Credit exposure to both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; product is not FDIC-insured.

Investor trade-offs:

• Upside cap: maximum total return is 14%, even if SWK appreciates substantially.
• Downside risk: 1-to-1 share exposure below the 60% barrier; potential complete loss of principal.
• No dividends: investors forgo SWK dividend yield during the 13-month term.
• Liquidity: no exchange listing; secondary market, if any, will be limited and at issuer’s discretion.

Overall, the note suits investors who are moderately bullish-to-neutral on SWK over the next year, seek a defined payoff, and accept both issuer credit risk and the possibility of significant capital loss below the 60% barrier.

Citigroup Global Markets Holdings has announced Autocallable Securities linked to the performance of the Nasdaq-100 Index, S&P 500 Index, and VanEck Semiconductor ETF, due June 25, 2030. The securities, with a stated principal amount of $1,000 per unit, offer potential automatic early redemption with premiums ranging from 10.20% to 51.00%.

Key features include:

• No regular interest payments
• Automatic early redemption if worst-performing underlying meets or exceeds initial value on valuation dates
• 60% downside protection barrier at maturity
• Full principal loss possible if worst-performing underlying falls below barrier

Initial underlying values are set at: Nasdaq-100 (21,626.39), S&P 500 (5,967.84), and VanEck Semiconductor ETF ($260.27). The estimated value per security is $916.80, below the issue price of $1,000. The offering includes an underwriting fee of up to $41.25 per security to CGMI.