Citigroup Inc SEC Filings

Citigroup Global Markets Holdings has filed a pricing supplement for Callable Contingent Coupon Equity Linked Securities due July 1, 2027, linked to the performance of the Russell 2000 Index, S&P 500 Index, and Utilities Select Sector SPDR Fund.

Key features of the securities include:

• $1,000 stated principal amount per security
• Potential contingent coupon payments at approximately 8.35% per annum, subject to the performance of the worst-performing underlying
• Issuer callable feature beginning September 29, 2025
• 70% coupon barrier and 60% final barrier levels
• Risk of principal loss if worst-performing underlying falls below final barrier

Notable risks include potential loss of principal, no guaranteed coupon payments, and credit risk of Citigroup. The estimated value of the securities on pricing date will be at least $929.50 per security, below the issue price of $1,000. CGMI will receive an underwriting fee of up to $6.50 per security.

Citigroup Global Markets Holdings is offering Autocallable Securities linked to Home Depot due June 29, 2028. Key features include:

• Principal Amount: $1,000 per security
• Automatic Early Redemption: Occurs if Home Depot's closing value equals/exceeds initial value on valuation dates
• Premium Payments: 11.75% (Year 1), 23.50% (Year 2), 35.25% (Year 3)
• Downside Risk: If final value is below 60% barrier, investors lose 1% for every 1% decline in underlying

Notable risks include potential loss of principal, no interest payments, limited liquidity, and credit risk of Citigroup. The estimated value ($909.00) is less than the issue price ($1,000). Securities offer no dividend participation and limited upside potential compared to direct stock ownership.

Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to NVIDIA Corporation, due June 29, 2028. The securities, guaranteed by Citigroup, offer potential periodic contingent coupon payments at an annualized rate of at least 14.80%.

Key features include:

• Stated principal amount of $1,000 per security
• Contingent coupon payments of at least 3.70% quarterly if NVIDIA's closing value is above the coupon barrier
• Automatic early redemption if NVIDIA's closing value exceeds initial value on any potential autocall date
• Downside risk if final value is below 60% of initial value, with potential for significant loss of principal
• No participation in NVIDIA's upside potential or dividends

The estimated value ($921.00 per security) will be less than the issue price. CGMI receives an underwriting fee of up to $20.00 per security. These structured notes carry significant risks including potential loss of principal and limited liquidity.

Citigroup Global Markets Holdings has filed a prospectus supplement for Callable Contingent Coupon Equity Linked Securities tied to Monolithic Power Systems, due June 29, 2027. The securities offer:

• A $1,000 stated principal amount per security with potential periodic contingent coupon payments at an annualized rate of at least 14.15%
• Payments are subject to the underlying stock price meeting or exceeding the coupon barrier value (50% of initial value)
• Citigroup has call rights for mandatory redemption on specified dates
• Significant downside risk: If final underlying value is below barrier value (50% of initial), investors receive shares/cash worth potentially less than principal

Key features include no dividend participation, limited liquidity, and full guarantee by Citigroup Inc. The estimated value at pricing ($944.50) is below the issue price, with CGMI receiving an $18.50 underwriting fee per security. This structured note carries significant risks including potential loss of principal and missed coupon payments.

Citigroup Global Markets Holdings has announced new Autocallable Securities linked to the Energy Select Sector SPDR Fund, due June 29, 2028. These medium-term senior notes offer unique features compared to conventional debt securities:

Key characteristics include:

• Principal Amount: $1,000 per security
• Automatic Early Redemption feature if the underlying fund value meets or exceeds initial value
• Premium Payment Structure: Tiered premiums of 13.15% (2026), 26.30% (2027), and 39.45% (2028)
• Downside Risk Protection until 70% of initial value, below which 1:1 losses apply

Notable risks include no interest payments, potential principal loss, limited liquidity, and credit risk of Citigroup. The estimated value at pricing date will be at least $909.50 per security, below the issue price. CGMI will receive an underwriting fee of up to $22.50 per security.

Citigroup Global Markets Holdings has filed a pricing supplement for Autocallable Contingent Coupon Equity Linked Securities tied to Micron Technology, maturing August 6, 2026. Key features include:

• Principal amount of $1,000 per security with potential contingent coupon payments at approximately 13.40% per annum
• Payments contingent on Micron's stock price staying above barrier value of 56% of initial value
• Automatic early redemption if stock price equals/exceeds initial value on specified dates
• Risk of principal loss if final stock price falls below barrier value
• Estimated security value at pricing will be minimum $920.50, below issue price

Notable risks include potential loss of principal, no dividend participation, limited liquidity, and credit risk of Citigroup. The securities offer higher potential yield than conventional debt but with significant downside risk tied to Micron's stock performance. CGMI will receive up to $21.50 underwriting fee per security plus potential hedging profits.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., has filed a 424(b)(2) pricing supplement for $500,000 aggregate principal of Autocallable Phoenix Securities linked to Constellation Energy Corporation common stock (ticker CEG). These unsecured, senior medium-term notes (Series N) may run to July 2, 2026 but can be redeemed early on any of three interim valuation dates if CEG’s closing price is at or above the $308.01 initial share price.

Contingent coupon mechanics: investors receive a 4.375% quarterly coupon (annualized ≈17.5%) only when the relevant CEG share price is ≥ the $200.207 coupon barrier (65% of initial). Missed coupons are deferred and paid in arrears if a later observation meets the barrier, but are forfeited if the barrier is missed on all subsequent dates, including the final valuation date.

Principal repayment: if not called, maturity payment depends on the final share price (FSP). • If FSP ≥ final barrier ($200.207): investors receive par plus the final coupon. • If FSP < final barrier: repayment equals $1,000 + $1,000 × 153.846% × (FSP return + 35%). Because the buffer only covers the first 35% decline, investors face linear downside thereafter and may lose their entire investment.

Additional terms: issue price $1,000; estimated value $993.10; underwriting and placement fees waived; CUSIP 17333KCY1; unlisted; credit exposure to both Citigroup Global Markets Holdings Inc. and Citigroup Inc. Key risks highlighted include coupon uncertainty, principal loss beyond 35% buffer, lack of liquidity, and full reliance on Citi creditworthiness.

Timing: strike June 16 2025; pricing June 17 2025; issue June 23 2025. Interim valuation dates: Sep 29 2025, Dec 29 2025, Mar 30 2026; final valuation Jun 29 2026. Contingent coupon payment dates are three business days post-observation; maturity July 2 2026, subject to postponement.

The offering is small relative to Citi’s balance sheet and carries no material underwriting revenue, signalling limited financial impact for shareholders.

Citigroup Global Markets Holdings Inc. (the “issuer”), a wholly owned subsidiary of Citigroup Inc., is offering $560,000 aggregate principal amount of unsecured, unsubordinated Medium-Term Senior Notes, Series N, designated as Autocallable Phoenix Securities linked to the common stock of Constellation Energy Corporation (ticker “CEG”). All payments are fully and unconditionally guaranteed by Citigroup Inc.

Investment mechanics: Each security has a $1,000 stated principal amount and will pay, on each scheduled contingent coupon date, a contingent coupon of 3.825% of principal—but only if the closing price of CEG on the relevant valuation date is at least 65% of the initial share price ($308.01). Missed coupons are not forfeited if the stock subsequently recovers above the barrier; they are paid in arrears on the first later date when the price condition is satisfied. However, if the condition is never met, the unpaid coupons expire.

Autocall feature: On any of the three interim valuation dates (29-Sep-2025, 29-Dec-2025, 30-Mar-2026), the notes will be automatically redeemed for $1,000 plus the due coupon if CEG closes at or above the initial share price. Automatic redemption caps upside and can shorten the investment horizon.

Protection structure: If the notes remain outstanding to the 29-Jun-2026 final valuation date, principal repayment depends on CEG’s closing price. A 35% buffer applies; if the final price is at or above the 65% final barrier ($200.207), investors receive full principal plus the contingent coupon. If it is below the barrier, repayment equals $1,000 + [$1,000 × 153.846% × (share return + 35%)], resulting in loss of principal—and potentially total loss—proportionate to the decline beyond the buffer. Investors do not receive dividends or any upside participation in CEG stock.

Valuation & distribution: The issue price is $1,000 per note ($990 for fiduciary accounts). The estimated value, based on Citigroup Global Markets Inc. (CGMI) proprietary models, is $983, implying an initial value shortfall relative to price. CGMI acts as underwriter and receives a $10.00 fee per security; J.P. Morgan entities act as placement agents and share in that fee except on sales to fiduciary accounts. The securities will not be listed on any exchange, and secondary liquidity, if any, will depend on dealer willingness to purchase.

Risk highlights: Investors face (i) credit risk of both the issuer and Citigroup Inc.; (ii) price risk of CEG shares leading to missed coupons, early redemption or principal loss; (iii) liquidity risk from the lack of listing; and (iv) structural risk arising from the discrepancy between the issue price and the estimated value. The notes are not bank deposits and are not insured by the FDIC or any government agency.