Instacart, Inc.(Maplebear Inc.) SEC Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Phoenix Medium-Term Senior Notes (Series N) linked to the common stock of Eli Lilly & Co. (LLY), maturing in July 2026.

Key economics: Each $1,000 note may pay a 3.9125% quarterly contingent coupon (≈ 15.65% annualized) whenever LLY’s closing price on an interim or final valuation date is at least 80% of the initial share price (the “coupon barrier”). Missed coupons can be caught up if a later valuation date meets the barrier. If on any interim valuation date LLY closes at or above the initial price, the note is automatically redeemed for $1,000 plus the current coupon. Absent early redemption, maturity payment equals: (i) $1,000 + coupon if the final price is ≥ 80% of initial; or (ii) $1,000 + $1,000 × 1.25 × (share return + 20%) if the final price is below 80%. Investors therefore absorb losses beyond a 20% buffer with 1.25× leverage and could lose their entire principal.

Structural details: Pricing and issue dates are expected 3 & 9 July 2025, respectively; interim valuation dates fall in Oct-25, Jan-26 and Apr-26; CUSIP 17333LGE9. Notes are unsecured, unsubordinated and unlisted; liquidity will rely solely on dealer willingness. Estimated value on pricing date is projected at ≥ $936.50, below the $1,000 issue price, reflecting dealer margins and hedge costs. CGMI earns a $10 underwriting fee per note (waived for fiduciary accounts); J.P. Morgan entities act as placement agents.

Principal risks: investors face (1) credit risk of Citigroup entities; (2) possible loss of some or all principal if LLY falls > 20% at final valuation; (3) non-payment of coupons if barriers are breached; (4) early redemption risk limiting upside and reinvestment options; (5) limited or no secondary market; (6) tax uncertainty, including potential 30% withholding for non-U.S. holders. The product affords no participation in LLY dividends or upside beyond coupon receipts.

Maplebear (CART) Chief Product Officer Daniel Danker reported a significant insider transaction on June 18, 2025. The executive sold 10,035 shares at a weighted average price of $43.44 per share, with individual transaction prices ranging from $43.12 to $43.95.

The sale was executed through a pre-planned Rule 10b5-1 trading plan established on February 28, 2025, which provides a safe harbor from insider trading allegations. Following the transaction, Danker maintains direct ownership of 480,227 shares of Maplebear common stock.

This transaction was reported via Form 4 filing and executed in compliance with SEC regulations. The sale was processed through an attorney-in-fact, Bradley Libuit, who signed the filing on June 20, 2025.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol C), is marketing Autocallable Barrier Securities linked to the worst performer among the Nasdaq-100, Russell 2000 and S&P 500 indices. The $1,000-denominated notes mature on 2 Aug 2028, unless they are automatically redeemed on the first valuation date (29 Jul 2026). Early redemption is triggered if the worst-performing index closes at or above its initial level, paying investors the principal plus a 12.25 % premium (≥ $1,122.50 per note). If not redeemed, investors receive at maturity:

• Upside exposure: 200 % participation in any index appreciation, based solely on the worst performer.
• Contingent principal protection: Full return of principal if the worst performer is above the 70 % barrier (30 % downside threshold).
• Uncapped loss: If the worst performer ends below the barrier, repayment is reduced 1 % for every 1 % decline, down to zero.

The securities pay no coupons, will not be listed on an exchange, and carry credit risk of both the issuer and guarantor. The expected underwriting fee is up to $30 per note; estimated value on pricing is ≥ $901, reflecting dealer margins and hedging costs. The internal funding rate used to calculate this estimate is lower than Citigroup’s secondary-market rate, implying initial value friction for holders.

Key risks highlighted include: multi-underlying correlation risk, lack of liquidity, potential total loss of principal, and uncertain U.S. tax treatment (prepaid forward contract assumption). The note’s performance is path-dependent on two observation dates only, increasing sensitivity to market volatility near those dates. Because the product is sized for retail distribution, its financial impact on Citigroup is immaterial, but investors should weigh the enhanced upside against significant downside and liquidity constraints.