[Form 4] Acushnet Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity-Linked Securities (Series N) maturing 21 Jan 2028. The $1,000-denomination notes are linked to the worst performer of three underlyings: the Nasdaq-100 Index, the SPDR S&P Regional Banking ETF (KRE) and the VanEck Gold Miners ETF (GDX).

Key Economics

• Contingent Coupon: ≥1.2833% of par per monthly observation (≥15.40% p.a.), paid only when the worst performer’s closing value is ≥70% of its initial level (the coupon barrier).
• Principal at Maturity: • 100% of par if the worst performer is ≥60% of its initial value (the final barrier). • Otherwise, par × (1 + worst return), exposing investors to a one-for-one loss below –40%; the redemption value can be zero.
• Issuer Call: Citigroup may redeem at par plus accrued coupon on any monthly date from 16 Jan 2026 to 16 Dec 2027 (24 possible calls) with three business-day notice.
• Issue Price: $1,000; estimated value: ≥$921.50 (8% discount) based on Citi’s models and internal funding rate.
• Liquidity: Not listed; CGMI intends, but is not obliged, to make a secondary market and may suspend quotes at any time.
• Credit: Unsecured senior debt of Citigroup Global Markets Holdings Inc. with full and unconditional guarantee from Citigroup Inc.

Risk/Reward Profile

• High headline yield is contingent; missing a single barrier observation cancels that month’s coupon.
• Downside exposure is concentrated in the worst performer; losses begin if any underlying falls >40% at final valuation.
• Issuer call risk caps upside and may occur when coupons have been attractive to investors.
• Investors face issuer/guarantor credit risk, lack of listing, model-based estimated value below par and potential bid-ask spreads.

Illustrative Outcomes

• If all monthly observations stay ≥70%, investors earn ≈15.40% p.a. and may be called early at par.
• If final worst performer is 50% of initial, maturity payment is $500 and no final coupon.
• If worst performer ends ≥60% but <70%, principal is repaid but the final coupon is forfeited.

Investor Suitability: Complex, high-risk structure appropriate only for investors who (1) can analyze multi-asset correlations, (2) are comfortable with potential loss of principal, (3) seek above-market contingent income, and (4) accept early-call and liquidity risk.

Positive

• High contingent coupon of ≥15.40% annualized, significantly above comparable senior debt yields.
• Dual barriers (70%/60%) provide limited protection against moderate market declines.
• Issuer call at par locks in gains if markets remain stable, reducing tail-risk horizon.
• Full and unconditional Citigroup Inc. guarantee on payments.

Negative

• Potential loss of up to 100% principal if worst performer falls more than 40% at maturity.
• Coupons are not guaranteed; a single barrier breach cancels that month’s income.
• Issuer call risk caps upside, likely invoked when the structure is performing well for investors.
• Estimated value ($≥921.50) below issue price, indicating an 8% embedded cost.
• No exchange listing or liquidity commitment, creating exit-price uncertainty.
• Exposure to three low-correlated underlyings raises probability of at least one substantial decline.

Insights

Structured Products Analyst

TL;DR: High contingent yield offset by worst-of downside and call risk; neutral overall.

The note offers a headline coupon ≥15.4% p.a. if the worst performer remains above 70% each month. Barriers at 70% / 60% are typical for Citi’s yield-enhanced series. The issuer retains a 24-month rolling call option, likely exercised if markets are benign, which limits investors’ ability to earn the full stream of coupons. Estimated value is at least $921.50 (≈92% of issue price), consistent with similar structures. From a pricing standpoint, investors pay roughly an 8% premium to models, compensated only if several coupons are earned. Because the payoff is linked to three divergent underlyings—tech, regional banks and gold miners—correlation is low, increasing the probability that at least one index breaches 60% over 2.5 years. I classify the net impact as neutral: attractive income for tactical investors but meaningful capital risk.

Risk Analyst

TL;DR: Asymmetric loss profile, low liquidity, multi-asset volatility—overall negative for conservative investors.

The structure embeds short put options on three volatile assets with no upside participation, effectively selling deep-out-of-the-money protection in exchange for conditional coupons. Historical drawdowns of KRE and GDX exceed 40% with regularity, and a single breach dictates losses irrespective of the other assets’ performance. Downside is magnified by issuer credit exposure and absence of principal protection. The call feature skews returns further in the issuer’s favor: Citi redeems when conditions are favorable, leaving investors exposed when conditions deteriorate. Add the 8% model premium, unlisted status and potential tax uncertainty, and the risk-adjusted profile screens unfavorable.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yoon Keun Chang Kevin

(Last) (First) (Middle)

MISTO HOLDINGS CORP.

SEONGBUK-GU BOMUN-RO 35

(Street)

SEOUL M5 02873

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Acushnet Holdings Corp. [ GOLF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/10/2025		D		953,406(1)	D	$65.5633	29,523,653	I	See footnote(2)
Common Stock								20,801	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares sold to Acushnet Holdings Corp. pursuant to the Stock Repurchase Agreement dated December 17, 2024.

2. These shares are held directly by Magnus Holdings Co., Ltd., a subsidiary of Misto Holdings Corp. The reporting person is the President and Chief Executive Officer of Misto Holdings Corp. and may be deemed to be the beneficial owner and have voting and dispositive power with respect to the shares held by Magnus Holdings Co., Ltd. The reporting person disclaims beneficial ownership over the shares of Issuer common stock held by Magnus Holdings Co., Ltd., except to the extent of his pecuniary interest therein.

	/s/ Chad M. Van Ess, as attorney-in-fact	07/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is the coupon rate on Citigroup’s 2028 contingent coupon notes (C)?

The notes pay a monthly coupon of ≥1.2833% of par, equivalent to ≥15.40% per annum, only if the worst performer’s value is ≥70% of its initial level on the related observation date.

How much principal protection do the Citigroup equity-linked securities provide?

At maturity you receive full par only if the worst performer is ≥60% of its initial value; below that, repayment declines one-for-one with the underlying’s loss and can be zero.

When can Citigroup call the securities early?

The issuer may redeem the notes in whole on any monthly payment date from 16 Jan 2026 to 16 Dec 2027, paying $1,000 plus the accrued coupon.

Why is the estimated value ($921.50) lower than the $1,000 issue price?

The gap reflects dealer hedging costs, structuring fees and Citi’s internal funding rate; it represents the model value before distribution expenses and profit.

Are the securities listed or easily tradable?

No. The notes will not be listed on any exchange. CGMI may provide bid quotes at its discretion, but secondary market liquidity is not guaranteed.

What credit exposure do investors have with these Citigroup notes?

All payments depend on the senior unsecured obligations of Citigroup Global Markets Holdings Inc. and the guarantee of Citigroup Inc.; a default could result in loss regardless of underlying performance.