Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured market-linked notes tied to the S&P 500 Futures Excess Return Index, due November 1, 2028. The notes pay no interest and repay based on index performance from the initial to final value.

Each note has a $1,000 stated principal. Upside participation is 100%, subject to a maximum return at maturity set on the pricing date and at least $500 per note (50%). On declines, losses match the index depreciation, capped by a maximum loss at maturity of $50 (5%). If the index is flat or down at valuation, you could receive less than principal, subject to that 5% cap.

The notes will not be listed. The estimated value on the pricing date is expected to be at least $923 per note, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. CGMI, as underwriter, may pay selected dealers up to $5.00 per note and other service providers up to $4.50 per note. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and investors forgo dividends on the underlying index.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities tied to the worst of the Nasdaq‑100, Russell 2000, and S&P 500, due October 28, 2027. The notes pay a contingent coupon at a rate of at least 10.80% per annum when the worst performing index on a valuation date is at or above its 80% coupon barrier.

The notes may be automatically called on specified dates beginning April 24, 2026 if the worst performing index is at or above its initial level, returning $1,000 per note plus the related coupon (and any previously unpaid contingent coupons). If not called, at maturity investors receive $1,000 if the worst index is at or above its 70% final barrier; otherwise repayment is reduced one-for-one with the decline of the worst index. Issue price is $1,000 per security; underwriting fee up to $4; proceeds $996 per security. The estimated value on the pricing date is expected to be at least $939 per security. The notes will not be listed and are subject to the credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., filed a preliminary 424(b)(2) pricing supplement for Autocallable Barrier Securities linked to the Russell 2000 Index, due October 31, 2030. The notes do not pay interest and may redeem early at set premiums if the index closes at or above its initial value on scheduled valuation dates.

The stated principal amount is $1,000 per security; CGMI acts as underwriter with a fee of up to $23.50 per security. The issuer expects an estimated value of at least $912.50 on the pricing date. Early redemption premiums are 10.15% (2026), 20.30% (2027), 30.45% (2028), and 40.60% (2029). If held to maturity, investors receive par plus the greater of the final-date premium (25.00%) or 100% participation in index appreciation; par is repaid if the index is down but at or above the 75% barrier. Below the barrier, losses match the index decline one-for-one.

The securities will not be listed and are subject to the credit risk of the issuer and guarantor. Investors do not receive dividends on the underlying.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured, autocallable barrier securities linked to the EURO STOXX 50 Index, due October 31, 2030. The notes pay no interest and may be automatically redeemed after any valuation date if the index closes at or above its initial value.

Automatic redemption would return $1,000 plus a premium of 10.30%, 20.60%, 30.90% or 41.20% on the 2026–2029 dates. If held to maturity: if the final index value is at or above the initial value, holders receive $1,000 plus the greater of a 30.00% premium or 100.00% of index appreciation; if below the initial but at or above the 75.00% barrier, $1,000 is repaid; if below the barrier, losses match the index decline 1-for-1.

The issue price is $1,000 per security (fee-based accounts: $976.50), with an underwriting fee of up to $23.50 and estimated value of at least $914.50 per security. The notes will not be listed and are subject to the credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100, Russell 2000, and S&P 500. The notes pay a contingent coupon of at least 8.90% per annum (2.225% per quarter) only if, on each valuation date, the worst-performing index closes at or above its coupon barrier, set at 60% of its initial value. The securities mature on November 8, 2028, unless redeemed earlier at the issuer’s option on designated dates, at which point holders receive $1,000 plus any due coupon.

Each security is issued at $1,000, with an underwriting fee of up to $5 and per-security proceeds to the issuer of $995. The estimated value on the pricing date is expected to be at least $937.50 per security. If not called, the maturity payment depends on the final value of the worst-performing index: principal is returned only if it is at or above its 60% final barrier; otherwise, repayment is reduced one-for-one with the index decline and can be zero. The securities are unsecured, subject to the credit risk of the issuer and guarantor, pay no dividends, and will not be listed on an exchange.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, senior structured notes linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index, and the S&P 500 Index, due October 27, 2028. The notes pay a contingent coupon of at least 8.00% per annum, paid quarterly only if the worst performing index on the prior valuation date is at or above 65% of its initial value.

The issuer may call the notes on specified dates, returning $1,000 per note plus any due coupon. If held to maturity and the worst performing index is at or above its 65% final barrier, investors receive $1,000; otherwise, repayment is reduced by the index’s decline and could be zero. The notes are not listed and are subject to the credit risk of the issuer and guarantor.

Issue price is $1,000 per note, with an underwriting fee of up to $7 and minimum per‑note proceeds of $993 to the issuer. The estimated value on the pricing date is expected to be at least $931.50 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), filed a 424(b)(2) preliminary pricing supplement for Callable Contingent Coupon Equity Linked Securities tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500, due November 5, 2029.

The notes target a contingent coupon of at least ~8.45% per annum, paid only if the worst‑performing index on each valuation date is at or above its coupon barrier (70% of initial). At maturity, if not called and the worst performer is at or above its final barrier (60%), holders receive $1,000; otherwise principal is reduced 1:1 with the worst performer’s decline, potentially to zero. The issuer may redeem in whole on specified dates by paying $1,000 plus any coupon.

The notes are unsecured, subject to the credit risk of the issuer and guarantor, and will not be listed. Per security figures: issue price $1,000, underwriting fee up to $7.50, and estimated value at least $929. CGMI acts as underwriter and may engage in hedging and make a market, though liquidity is not assured.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, equity‑linked, callable contingent coupon securities tied to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500, maturing on October 28, 2027. The notes may be called on specified potential redemption dates.

The stated principal is $1,000 per security. Contingent coupons equal to at least 0.8667% per period (approximately at least 10.40% per annum) are paid only if the worst performing index on the relevant valuation date is at or above its 75.00% coupon barrier. At maturity, if not redeemed, investors receive $1,000 if the worst performer is at or above its 65.00% final barrier; otherwise, the payoff is $1,000 plus $1,000 multiplied by that index’s return, which can reduce repayment to zero.

The securities will not be listed. CGMI is underwriter and receives up to $6.50 per security; proceeds to issuer are $993.50 per security. The estimated value on the pricing date is expected to be at least $936.50 per security. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a 424(b)(2) pricing supplement for callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500, due October 31, 2030.

The notes pay a contingent coupon of at least 0.5917% per period (≈7.10% per annum) only if the worst-performing index on each valuation date is at or above its coupon barrier. Both the coupon barrier and final barrier for each index are set at 70% of its initial value. If not called and the worst-performing index finishes below its final barrier at maturity, principal is reduced 1-for-1 with the decline and can be zero; if at or above, investors receive $1,000 plus any final coupon.

The issuer may redeem in whole on specified dates, paying $1,000 plus any due coupon. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and will not be listed. Issue price is $1,000 per note, with up to a $43 underwriting fee and $957 per-note proceeds to the issuer. The estimated value on pricing is expected to be at least $890.50 per note.