Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. plans to issue unsecured Dual Directional Barrier Securities linked to the S&P 500 Futures Excess Return Index, due November 29, 2029. These notes pay no interest and return at maturity depend on index performance from pricing to valuation.

Each security is issued at $1,000 with a participation rate of at least 110% on gains. If the index declines but remains at or above the final barrier of 60% of the initial value, the maturity payment increases by the absolute decline. If the index finishes below the barrier, losses match the index decline on a 1-to-1 basis, up to total loss of principal. The pricing date is November 25, 2025; issue date December 1, 2025; valuation date November 26, 2029.

CGMI acts as underwriter with a fee of up to $10 per security; per-security proceeds to the issuer are $990. The estimated value on the pricing date is expected to be at least $915 per security. The notes will not be listed and are subject to the credit risk of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-per-note Barrier Securities linked to Microsoft Corporation, documented via a 424B2. The total issue is $600,000, with a $15 underwriting fee per security and $591,000 in proceeds to the issuer. The notes will not be listed on any exchange.

Key terms: initial MSFT value $513.58 on the strike date, a 90.00% barrier at $462.222, and 150.00% upside participation, capped at a $225.80 maximum return (22.58%) per security. At maturity on November 2, 2026: if MSFT finishes above its initial value, repayment equals principal plus leveraged return up to the cap; if at or below initial but at or above the barrier, repayment is $1,000; if below the barrier, holders receive 1.94712 MSFT shares per note (or cash equivalent) based on the final value, which can be significantly less than principal.

Dates: strike October 17, 2025, pricing October 23, 2025, issue October 30, 2025, valuation October 23, 2026, maturity November 2, 2026. The estimated value is $986.70 per security at pricing.

Citigroup Inc. (C) filed an amended Form 4 for Chair & CEO Jane Fraser. On 10/22/2025, she received 259,605.4 deferred shares at $0, bringing her beneficial ownership to 886,023.62 shares.

She was also granted 1,000,000 employee stock options with a $96.3 exercise price, expiring on 10/22/2035. Both awards vest in three equal annual installments beginning on October 22, 2028, and none is eligible for immediate sale.

The amendment clarifies the option grant is 1,000,000 options and notes an additional 55,000 options were approved to be formally granted in 2026 and will be reported then.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity‑linked securities tied to the worst of the Nasdaq‑100, Russell 2000, and S&P 500, maturing on October 5, 2027.

The notes pay a contingent coupon of at least 0.725% per period (annualized 8.70%) only if, on the relevant valuation date, the worst performing index is at or above its 70% coupon barrier of initial value. At maturity, if not previously called, holders receive $1,000 if the worst index is at or above its 70% final barrier; otherwise, the payoff is $1,000 plus $1,000 times the worst index return, which can result in a substantial loss up to zero. The issuer may call the notes on specified dates for $1,000 plus any due coupon.

The notes are unsecured and subject to the credit risk of the issuer and guarantor, will not be listed, and may have limited liquidity. The issue price is $1,000 per security, with an underwriting fee up to $22.25 and proceeds to issuer $977.75 per security. The issuer expects an estimated value on the pricing date of at least $920 per security. Non‑U.S. holders may face 30% withholding on coupons.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering unsecured Upturn Securities linked to the SPDR S&P Regional Banking ETF (KRE) under a 424(b)(2) preliminary pricing supplement. These notes pay no interest and return an amount at maturity based on KRE’s performance from the pricing date to the valuation date. They provide 500.00% upside participation, capped by a maximum return of $280.00–$310.00 per $1,000 (28.00%–31.00%). If KRE declines, losses are 1-for-1, up to total loss of principal.

Key terms: stated principal amount $1,000 per security; pricing date October 31, 2025; issue date November 5, 2025; valuation date April 30, 2027; maturity date May 5, 2027. Payment examples show full downside exposure and upside capped at the maximum return. The securities will not be listed and are subject to the credit risk of both the issuer and guarantor.

Underwriting and valuation: per-security issue price $1,000; underwriting fee $25; proceeds to issuer $975. Estimated value on the pricing date is expected to be at least $912.50 per security, reflecting selling, structuring, and hedging costs and the issuer’s internal funding rate. Fee-based advisory accounts may be charged $975–$980 per security. Investors will forgo dividends on KRE and may face limited or no liquidity before maturity.

Citigroup Inc. (C) reported a Form 4 for Chair & CEO Jane Fraser detailing equity awards granted on 10/22/2025.

Fraser received 259,605.4 shares of deferred stock at $0 under the 2019 Stock Incentive Plan. She was also granted 1,055,000 employee stock options with a $96.3 exercise price, expiring on 10/22/2035. Both the deferred stock and options vest in three equal annual installments beginning on 10/22/2028, and none of the award is eligible for immediate sale.

Following the transaction, Fraser directly beneficially owned 886,023.62 shares of Citigroup common stock.

Citigroup Inc. (C) disclosed a one-time equity award to CEO Jane Fraser, comprising Restricted Stock Units with a grant-date value of $25 million and 1.055 million Citigroup stock options. The RSUs and options vest and become exercisable on a pro‑rata basis following the third, fourth, and fifth anniversaries of the grant date, with the exercise price set by the closing share price on the grant date and vesting conditioned on continued employment.

The award is subject to standard forfeiture and clawback provisions and Citi’s Stock Ownership Commitment, requiring Ms. Fraser to retain 75% of net vested shares while serving as an executive officer or director, and 50% for one year after executive officer service ends. Citi also filed a press release noting Ms. Fraser’s appointment as Chair of the Board and John Dugan as Lead Director.

Citigroup Global Markets Holdings Inc. filed a preliminary 424(b)(2) pricing supplement for autocallable contingent coupon equity-linked securities due October 30, 2028, fully and unconditionally guaranteed by Citigroup Inc. The notes reference the worst performing of Alphabet (GOOG), Amazon (AMZN), Apple (AAPL) and Microsoft (MSFT).

The notes pay a 2.50% quarterly contingent coupon (10.00% p.a.) only if, on the relevant valuation date, the worst-of is at or above its 65% coupon barrier. Missed coupons may be paid later if the condition is met. The notes are automatically called on scheduled dates if the worst-of is at or above its initial value, returning $1,000 plus the coupon. If not called, at maturity investors receive $1,000 if the worst-of is at or above its 55% final barrier; otherwise, repayment is $1,000 plus the worst-of return, which can be significantly less and may be zero.

Issue price is $1,000 per note, underwriting fee $28.50, and proceeds to issuer $971.50 per note. The estimated value on the pricing date is expected to be at least $884 per note. The notes will not be listed and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.