Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), announced a primary offering of callable contingent coupon equity‑linked securities tied to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500. Each $1,000 security may pay a contingent coupon of at least 0.725% per period (at least 8.70% per annum) if, on the relevant valuation date, the worst‑performing index is at or above its coupon barrier set at 70.00% of its initial value. The issuer may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon.

If not called, at maturity on October 28, 2027, investors receive $1,000 if the worst‑performing index is at or above its final barrier (70.00%). Otherwise, repayment is reduced one‑for‑one with the index decline, potentially to zero, and no coupon is paid. The notes are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and may have limited liquidity. The issue price is $1,000 per security, the underwriting fee is up to $21.50, proceeds to issuer are at least $978.50 per security, and the estimated value on the pricing date is expected to be at least $921.00 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a preliminary 424(b)(2) for Callable Contingent Coupon Equity Linked Securities tied to the worst of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the S&P 500 Index, due October 26, 2028.

The notes pay a contingent coupon of at least 0.7792% per period (about 9.35% per annum) only if the worst-performing index on each valuation date is at or above its 70% coupon barrier. Principal is protected only if, at final valuation, the worst performer is at or above its 60% final barrier; otherwise repayment falls one-for-one with the decline of that index. The issuer may call the notes on specified dates for $1,000 plus any due coupon.

The issue price is $1,000 per security and the estimated value on the pricing date is expected to be at least $923.50. The notes will not be listed and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc. is offering unsecured, autocallable Medium‑Term Senior Notes (guaranteed by Citigroup Inc.) linked to the worst performer of the Nasdaq‑100, Russell 2000, and S&P 500, due October 29, 2030. The securities do not pay interest and may redeem early at set premiums if, on a valuation date before maturity, the worst‑performing index is at or above its initial value.

Each $1,000 security pays a premium of at least 8.58% on October 27, 2026, escalating by schedule to at least 42.90% on October 24, 2030 if conditions are met. At maturity, if not redeemed, you receive $1,000 plus the final premium if the worst performer is at or above its initial value; $1,000 if it is below initial but at or above its 70% barrier; or a 1‑for‑1 loss if below the barrier.

Denomination is $1,000; pricing date October 24, 2025; issue date October 29, 2025. Estimated value on the pricing date is expected to be at least $888 per security. Underwriting fee is up to $41.25 per security, with per‑security proceeds to the issuer of $958.75 (assuming the maximum fee). The notes will not be listed and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc. is offering $1,379,000 of Autocallable Contingent Coupon Equity Linked Securities linked to Advanced Micro Devices, Inc. (AMD), fully and unconditionally guaranteed by Citigroup Inc., due November 19, 2026.

The notes pay a 1.05% contingent coupon per month (equivalent to 12.60% per annum) only if AMD’s closing value on the prior valuation date is at or above the coupon barrier/final barrier of $138.39 (59.00% of the initial value). They are subject to automatic early redemption on specified dates from April 16, 2026 through October 16, 2026 if AMD is at or above the initial value of $234.56, paying $1,000 plus the coupon.

If not called and AMD is below the final barrier at maturity, holders receive 4.26330 AMD shares per note (or cash equivalent), which may be worth significantly less than $1,000 and could be zero; no upside participation or dividends. Issue price is $1,000 per note, with an underwriting fee up to $21.50 and proceeds to issuer of $978.50; the estimated value on pricing is $937.10. The notes are unsecured, subject to the credit risk of the issuer and guarantor, and will not be listed.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to NVIDIA Corporation. The notes pay a 3.20% quarterly contingent coupon (12.80% per annum) only if NVDA’s closing value on the applicable valuation date is at or above the coupon barrier.

The initial underlying value is $181.81; the coupon barrier and final barrier are each $109.086 (60.00% of initial). The notes may be automatically called on specified dates if NVDA is at or above the initial value, returning $1,000 per note plus the coupon. If held to maturity on October 19, 2028 and NVDA is at or above the final barrier, investors receive $1,000; if below, the payoff equals $1,000 + ($1,000 × underlying return), which can be significantly less than principal, down to zero. The notes are unsecured, subject to the credit risk of Citigroup entities, and will not be listed.

Issue price is $1,000 per security; estimated value $954.20. Underwriting fee is $27.50 per security. Total offering size is $525,000, with proceeds to issuer of $510,562.50.

Citigroup Global Markets Holdings Inc. launched a $4,663,250 offering of Trigger Autocallable Contingent Yield Notes, fully and unconditionally guaranteed by Citigroup Inc. The notes pay a 10.90% per annum contingent coupon quarterly if the least performing of the Nasdaq-100 Index (NDX) and Russell 2000 Index (RTY) closes on the valuation date at or above its coupon barrier. Each note is issued at $10; the estimated value is $9.92 per note.

The notes may be automatically called beginning April 17, 2026 if the least performing underlying is at or above its initial level, paying principal plus that quarter’s coupon. If not called, at maturity on October 22, 2030, investors receive principal plus the final coupon only if the least performing underlying is at or above its 70% downside threshold; otherwise, repayment falls in line with the decline, up to a total loss. Initial levels: NDX 24,817.95; RTY 2,452.173. Payments depend on issuer and guarantor credit.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering $2,692,000 of Autocallable Contingent Coupon Equity Linked Securities tied to the worst performer of the Russell 2000 and S&P 500. The notes pay a contingent coupon of 1.9775% per period (7.91% per annum) only if the worst-performing index on the prior valuation date is at or above its 75% coupon barrier. The securities may be automatically redeemed on specified dates if the worst performer is at or above its initial value.

The stated principal is $1,000 per note; the estimated value is $959.70 per note on the pricing date. If not called and the worst performer finishes below its 75% final barrier at maturity, repayment is reduced one-for-one with the index decline, down to zero. Underwriting fee is up to $25 per note, with proceeds to issuer of $975 per note (total proceeds $2,624,700). The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and carry risks including skipped coupons, early redemption, and loss of principal.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering primary Autocallable Contingent Coupon Equity Linked Securities tied to APA Corporation, totaling $3,297,000 in issue price. Each $1,000 security pays a contingent coupon of 2.835% per quarter (11.34% per annum) only if APA’s closing value is at or above the coupon barrier of $11.50 (50% of the initial $23.00). The notes may be automatically called on scheduled dates if APA closes at or above the initial value, returning $1,000 plus the applicable coupon.

If not called, maturity on October 19, 2028 pays $1,000 if APA’s final value is at or above $11.50; otherwise, the payoff is $1,000 plus the underlying return, which can reduce repayment to zero. The securities are unsecured, not listed, and subject to the credit risk of both issuers. The estimated value is $939.30 per security, below the $1,000 issue price. Underwriting fees total $82,425, with $3,214,575 in proceeds to the issuer.

Citigroup Global Markets Holdings Inc. plans to offer Contingent Income Auto‑Callable Securities linked to the SPDR S&P 500 ETF Trust (SPY), due October 2026 and fully guaranteed by Citigroup Inc. These principal‑at‑risk notes pay a 1.2417% monthly contingent coupon (approximately 14.90% per annum) only if SPY’s closing price on each valuation date is at or above the downside threshold, set at 90.00% of the initial share price (a 10.00% buffer).

The notes are auto‑callable on monthly potential redemption dates when SPY is at or above the initial share price, returning $1,000 plus the applicable contingent coupon (including any previously unpaid coupons). If held to maturity and SPY is at or above the downside threshold, holders receive $1,000 plus the contingent coupon; otherwise, repayment is reduced by a leveraged downside formula and can be significantly less than $1,000, up to total loss.

The securities will not be listed. The issue price is $1,000 per note, and the issuer expects an estimated value of at least $949.50 on the pricing date. CGMI is underwriter; it receives an $1.00 underwriting fee per $1,000, with a $0.50 selling concession and a $0.50 structuring fee to Morgan Stanley Wealth Management.