Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, senior, medium-term notes linked to an equally weighted basket of the iShares Silver Trust and the SPDR Gold Trust. The $1,000-denominated notes mature on July 1, 2027, pay no coupons, and will not be listed on any exchange.

Return profile: investors receive (i) $1,000 plus 200% of any positive basket performance, capped at a minimum 30% maximum return (exact cap set on the June 26, 2025 pricing date) or (ii) full principal if the basket is flat to down 10% at maturity. If the basket declines by more than 10% (final value < 90), repayment equals $1,000 × basket return, exposing investors to 1-for-1 downside and the potential for total loss of principal.

Key structural terms: initial basket value = 100; final barrier value = 90; upside participation = 200%; valuation date = June 28, 2027; CUSIP 17333LAB1. The indicative issuer-estimated value is ≥ $902, implying an initial value gap of at least 9.8% versus the $1,000 issue price. CGMI acts as principal underwriter, receiving up to $22.50 (2.25%) per note.

Risk considerations: no interim interest, dividends on the ETFs are forgone, liquidity is limited, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors also face model and valuation uncertainty, as secondary prices may be materially below the issuer-estimated value. The securities are unsuitable for investors unwilling to bear market risk on precious-metal ETFs or credit exposure to Citigroup.

Investor takeaway: the notes provide geared upside participation up to a preset cap with moderate (10%) downside buffer. They may appeal to investors with a moderately bullish view on a gold-silver basket over a two-year horizon but who can tolerate the possibility of significant losses and illiquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc. (ticker C), has filed a preliminary Rule 424(b)(2) pricing supplement for a new structured note offering titled “Barrier Securities Linked to the Russell 2000® Index”.

Key structural features

• Tenor: Approximately 13.5 months (Issue 3 Jul 2025 / Maturity 14 Aug 2026).
• Denomination: US$1,000 per security; securities are unsecured senior notes (Series N) and will not be listed on any exchange.
• Upside mechanics: Investors participate in 200% of any index appreciation, capped by a Maximum Return at Maturity ≥ 16.25% (≥ US$162.50 per note). All upside beyond the cap is forfeited.
• Downside protection: Principal is protected only if the Final Underlying Value ≥ 85% of the Initial Value (the Barrier). If the Russell 2000 closes below the barrier on the valuation date, holders are exposed to 1-for-1 downside and can lose their entire investment.
• Credit & liquidity: All payments rely on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; no FDIC or other governmental insurance. No active secondary market is promised.
• Pricing economics: Issue price US$1,000; variable underwriting fee up to US$20 (2.0%). Estimated value on pricing date expected to be ≥ US$919.50 (≈ 8% discount to issue price), reflecting dealer funding and hedging costs.

Illustrative payoff profile

• Upside Example A: Russell 2000 +5% ⇒ Investor receives US$1,100 (200% participation).
• Upside Example B: Russell 2000 +50% ⇒ Payout capped at US$1,162.50 (16.25% max return).
• Par Example: Index –5% (still above barrier) ⇒ Principal repaid; no gain.
• Downside Example: Index –70% ⇒ Investor receives US$300 (70% loss).

Investor considerations

• Appeals to investors seeking amplified but capped upside with conditional protection.
• Requires comfort with issuer credit risk and potential total loss if barrier breached.
• Opportunity cost: forfeiture of index dividends and any upside above the cap.

Because the filing does not disclose aggregate deal size and represents a routine structured-product issuance, no material impact to Citigroup’s consolidated financials is expected.

Citigroup Global Markets Holdings Inc. has filed a Preliminary Pricing Supplement (Form 424B2) for Callable Contingent Coupon Equity-Linked Securities maturing on 6 July 2029. The $1,000-denominated senior unsecured notes, fully and unconditionally guaranteed by Citigroup Inc., are linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices.

Key structural terms

• Contingent Coupon: at least 0.8458% per month (≥ 10.15% p.a.) paid only if, on the relevant valuation date, the worst performing index closes ≥ 70% of its initial level (the “coupon barrier”).
• Principal at Risk: at maturity investors receive $1,000 only if the worst performer remains ≥ 70% of its initial level; otherwise redemption equals $1,000 plus performance of that index, exposing holders to losses up to 100% of principal.
• Issuer Call: Citigroup may redeem the notes in whole on any of the 43 specified quarterly “potential redemption dates” (first possible call 30 Sep 2025) at $1,000 plus accrued coupon.
• Credit Exposure: payments rely on Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the notes are not FDIC-insured and will not be exchange-listed.
• Estimated Value: at least $934.00 per note on the pricing date, below the $1,000 issue price; CGMI will receive up to $7.50 underwriting fee per note.

The structure offers a high potential yield relative to conventional Citigroup debt but carries elevated market, reinvestment (call), and credit risks, as well as limited liquidity.

Citigroup Global Markets Holdings has filed a prospectus supplement for Barrier Securities linked to the S&P 500® Index, due July 6, 2029. These structured notes offer modified exposure to S&P 500 performance with the following key features:

• Principal Amount: $1,000 per security
• Upside Participation Rate: 110% with maximum return capped at 55.75%
• Downside Protection: Principal protected unless S&P 500 falls below 85% of initial value
• No periodic interest payments

Key risks include potential loss of principal if the index falls below barrier level, capped upside potential, no dividend participation, and credit risk of Citigroup. The estimated value at pricing ($900.00) is less than issue price, with $27.50 underwriting fee per security. Securities will not be listed on any exchange, potentially limiting liquidity.

Citigroup Global Markets Holdings has announced new Barrier Securities linked to the S&P 500® Index due August 14, 2026. These structured notes offer modified exposure to S&P 500 performance with the following key features:

• Principal Amount: $1,000 per security
• Upside Participation Rate: 200% with maximum return capped at 11.25%
• Downside Protection: Principal protected unless S&P 500 falls below 85% of initial value
• Key Dates: Prices June 30, 2025; Issues July 3, 2025; Matures August 14, 2026

Notable risks include potential loss of principal if the index falls below the barrier level, no interest payments, and no dividend benefits. The securities' estimated value at pricing will be at least $947.50 per security, below the issue price. Citigroup Global Markets Inc. will receive an underwriting fee of up to $20.00 per security. These notes are not bank deposits and lack FDIC insurance protection.

Citigroup Global Markets Holdings announces Autocallable Buffered Equity-Linked Notes tied to NVIDIA stock performance. The notes, fully guaranteed by Citigroup, feature potential automatic call after 6-7 months if NVIDIA stock equals/exceeds initial value, paying 11.90-14.00% premium. If not called, at 12-month maturity, notes pay 23.80-28.00% premium if stock is above 90% of initial value. Below 90%, investors lose approximately 1.1111% for every 1% decline beyond 10% buffer. Maximum return capped at $1,238-$1,280 per $1,000 principal. Notes carry credit risk of Citigroup, offer no interest payments, and estimated value at trade date between $963.50-$983.50 per note, below $1,000 issue price.

Citigroup Global Markets Holdings has issued $6 million in Autocallable Phoenix Securities linked to the SPDR S&P 500 ETF Trust (SPY), due June 24, 2026. These structured notes offer potential contingent coupon payments at a 1.025% rate per payment period.

Key features include:

• Contingent coupon payments if SPY closes at or above 90% of initial price ($537.777)
• Automatic early redemption if SPY closes at or above initial price ($597.53) on any interim valuation date
• 10% downside buffer at maturity
• If SPY falls below buffer at maturity, investors lose more than 1% for each 1% decline beyond buffer

The securities are priced at $1,000 per unit with an estimated value of $996.70. Risk factors include potential loss of principal, no direct participation in SPY upside, credit risk of Citigroup, and limited liquidity. The securities are not bank deposits and not FDIC insured.