Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity-Linked Securities maturing on July 11, 2030. The notes are linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Dynamic Participation Index.

Coupon mechanics: Investors may receive a monthly contingent coupon of 0.5833 % of principal (≈ 7.00 % p.a.) only when, on the relevant valuation date, the worst-performing underlying closes at or above 80 % of its initial value. Missed coupons are not recovered.

Autocall feature: Starting with the valuation date on July 7, 2026 and on every subsequent monthly valuation date, the notes are automatically redeemed at $1,000 plus the coupon if the worst performer is at or above its initial level, potentially truncating future coupons.

Principal repayment: • If the notes are not called and, on the final valuation date (July 8, 2030), the worst performer is at or above 85 % of its initial value, investors receive full principal.
• Below that 15 % buffer, repayment is reduced by the percentage decline beyond 15 % (1 % loss of principal for every additional 1 % drop).

Key terms: Stated principal $1,000; Pricing date July 7 2025; Issue date July 10 2025; CUSIP 17333LAG0. The securities will not be listed on any exchange. Estimated value on the pricing date is expected to be ≥ $894.50, below the $1,000 issue price, reflecting dealer compensation and hedging costs. CGMI acts as underwriter, receiving up to $37.50 per note.

Risks highlighted: credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; potential loss of principal beyond 15 % decline; possibility of receiving no coupons; limited liquidity; automatic call limits upside; investors do not participate in dividends or index appreciation.

Citigroup Global Markets Holdings is offering Autocallable Contingent Coupon Equity Linked Securities tied to the worst-performing stocks of Mara Holdings and MicroStrategy, due June 28, 2028. Key features include:

• Principal Amount: $1,000 per security
• Contingent Coupon Rate: Minimum 40.25% per annum (3.3542% per period), paid only if worst-performing underlying is above its coupon barrier
• Downside Risk: Principal at risk if worst-performing underlying falls below 50% of initial value at maturity
• Early Redemption: Automatic call feature if worst-performing underlying closes at or above initial value on any potential autocall date
• Key Protection Levels: 60% coupon barrier, 50% final barrier of initial underlying values

The securities offer higher potential yields than conventional debt but carry significant risks including potential loss of principal, no dividend participation, and credit risk of Citigroup. Estimated initial value will be at least $900 per security, below the issue price of $1,000.

Citigroup Global Markets Holdings has issued Market Linked Securities due June 29, 2026, linked to the performance of Advanced Micro Devices (AMD) and NVIDIA Corporation. The securities offer a contingent fixed return of 16.60% ($166.00 per $1,000 principal) at maturity.

Key features:

• Principal at risk structure tied to the worst-performing of the two underlying stocks
• Threshold value set at 60% of starting value (AMD: $76.26, NVIDIA: $86.472)
• If lowest performing stock stays above threshold, investors receive principal plus 16.60% return
• If lowest performing stock falls below threshold, investors face direct exposure to losses
• No periodic interest payments or participation in underlying stock appreciation beyond fixed return

The estimated value is $965.30 per security, below the $1,000 offering price. The securities are subject to the credit risk of Citigroup and will not be listed on any exchange, limiting liquidity. Total offering amount is $1,696,000.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Equity-Linked Securities linked to the worst performer of the Nasdaq-100 Index and the S&P 500 Index. The notes, issued under the Medium-Term Senior Notes, Series N programme, are unsecured senior obligations and will not be listed on an exchange.

Key economics: Each $1,000 note pays a fixed monthly coupon of 0.6792% (≈8.15% p.a.). Beginning 18 Dec 2025 and on eleven subsequent monthly observation dates, the notes will be automatically redeemed at $1,000 plus the coupon if the worst-performing index is at or above its initial level. If never called, the final payoff on 23 Dec 2026 equals:

• $1,000 (plus final coupon) if the worst-performing index closes ≥70% of its initial level (barrier protection).
• $1,000 × (1 + index return) if the worst performer is <70%, exposing investors to uncapped downside and potential total loss of principal.

Deal statistics: Issue size $1.571 million; underwriting fee up to $2.50 per note (0.25%); net proceeds $1.567 million. Citigroup’s internal model values the notes at $987.90, $12.10 below the $1,000 issue price, reflecting dealer spread and funding costs.

Risk highlights: Investors forgo dividends and any upside above par, face early-call reinvestment risk, credit risk of both the issuer and guarantor, and limited secondary market liquidity. The 70% barrier provides only partial protection; material index declines will directly erode repayment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Callable Contingent Coupon Equity-Linked Securities (Series N) tied to the worst performer of three major U.S. equity indices: the Nasdaq-100, Russell 2000 and S&P 500. The $1,000-denominated notes mature on 22 Dec 2026 unless the issuer exercises its right to redeem early on any of five scheduled dates from Sep 2025 to Sep 2026. Investors receive a 10.00% p.a. contingent coupon (0.8333% monthly) only if, on the related valuation date, the worst-performing index is at or above 70 % of its initial level (the “coupon barrier”). If the worst performer is below that level, the coupon for that period is forfeited.

At maturity, provided the security has not been called, the principal is returned in full only if the worst performer is at or above its 70 % final barrier. Otherwise, repayment equals $1,000 plus the worst performer’s percentage return—exposing investors to a dollar-for-dollar loss down to zero. No upside participation is offered beyond coupon receipt.

• Issue size: $185,000 (185 securities).
• Issue price: $1,000; estimated value: $980.80 (reflects structuring & hedging costs).
• Underwriting fee: up to $6.50 per security (0.65%).
• CUSIP / ISIN: 17333KBM8 / US17333KBM80.
• Liquidity: No exchange listing; any secondary market is solely at the dealer’s discretion.
• Credit exposure: senior, unsecured obligations of Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc.

Key risks highlighted include potential loss of up to 100 % of principal, uncertainty of coupon payments, issuer call risk, lower estimated value versus issue price, limited liquidity, tax ambiguity and reliance on Citi’s creditworthiness. The multi-underlying “worst-of” structure increases downside probability because poor performance by any single index triggers coupon loss and potential principal impairment.

The product targets yield-seeking investors who can tolerate equity-market risk, issuer credit risk and lack of liquidity in exchange for an above-market conditional coupon.

Citigroup Global Markets Holdings has issued Market Linked Securities tied to NVIDIA Corporation stock, due August 20, 2026. These structured notes offer unique features combining upside potential with downside protection:

• Leveraged Upside: 150% participation in NVIDIA's price gains, capped at 33% maximum return ($1,330 per $1,000 principal)
• Downside Buffer: 15% protection against price declines
• Risk Features: Investors face 1:1 losses beyond the 15% buffer, potentially losing up to 85% of principal
• Key Terms: $3.95M total offering, $1,000 per security, Starting Value: $144.12, Threshold Value: $122.502

The securities offer no periodic interest payments or dividends and are subject to Citigroup's credit risk. The estimated value ($974.20) is less than the offering price ($1,000), with Wells Fargo Securities acting as distribution agent receiving a 2.26% commission.