[144] Halozyme Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is issuing Medium-Term Senior Notes in the form of Autocallable Contingent Coupon Equity-Linked Securities linked to Tesla, Inc. The notes are offered at $1,000 par, mature on 29 June 2028 and have an aggregate face amount of $1.186 million.

Income potential: Quarterly contingent coupons of 1.1125 % (13.35 % p.a.) are paid only when Tesla’s closing price on each valuation date is ≥ the coupon barrier of 50 % of the initial level ($163.775). Missed coupons “accrue” and are payable if the barrier is later satisfied.

Autocall feature: Beginning 26 Dec 2025, the notes are automatically redeemed at $1,000 + coupon if Tesla closes ≥ its initial level ($327.55) on any of 30 scheduled valuation dates, cutting off future coupons.

Principal repayment: • If not called and Tesla’s final price is ≥ the final barrier (50 % of initial), holders receive par. • If it is below the barrier, investors receive $1,000 × (1 + return), fully exposing them to downside, with a potential loss of the entire investment and forfeiture of unpaid coupons.

Pricing & fees: Issue price $1,000; estimated value $948.10 (≈5.2 % discount). Underwriting fee is 4.5 % ($45 per note), with proceeds of $955 to the issuer. Notes are unsecured, unsubordinated and not listed; liquidity will rely on the underwriter’s informal market.

Key risks include Tesla share volatility, early redemption limiting upside, barrier breach leading to principal loss, liquidity constraints and the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Positive

• 13.35 % contingent coupon offers significantly higher potential income than conventional Citi senior notes of similar tenor.
• 50 % coupon barrier with memory feature allows recovery of missed coupons if Tesla rebounds, smoothing cash-flow variability.
• Issuer call at par plus coupon provides capital return if Tesla holds or exceeds initial level, reducing long-dated exposure.
• Full guarantee by Citigroup Inc. places the notes at senior unsecured level rather than at subsidiary-only risk.

Negative

• Principal is fully exposed below 50 % barrier, creating potential for 100 % loss at maturity.
• Estimated value ($948.10) sits 5.2 % below issue price, embedding an immediate negative mark-to-market for investors.
• Unsecured credit risk of Citigroup; payment depends on issuer and guarantor solvency.
• Automatic early redemption limits upside, calling the notes precisely when Tesla strength would benefit holders.
• No exchange listing and small size hinder secondary-market liquidity.

Insights

Structured Products Analyst

TL;DR 13.35 % conditional income, 50 % barrier, high downside and call risk; neutral credit event for Citi, complex risk for retail buyers.

The note offers an above-market conditional yield by transferring substantial market risk to investors. A 50 % barrier on a volatile underlying like Tesla is relatively deep, but historical drawdowns show material breach probability. Automatic call mechanics favor the issuer by capping coupon outlay if Tesla performs well. The 5.2 % valuation discount and 4.5 % fee illustrate embedded costs. From Citigroup’s standpoint the deal is margin-accretive and does not materially change leverage; for investors the instrument is suitable only for those with a constructive-to-sideways Tesla view and appetite for equity downside.

Fixed Income Portfolio Manager

TL;DR High coupon attractive, but zero upside participation and unsecured credit exposure make overall risk/reward balanced to slightly negative.

Relative to plain-vanilla Citi senior debt, the note lifts headline yield from ≈5 % to 13 % but introduces binary coupon logic and equity risk. Because the securities are senior unsecured, noteholders rank pari passu with Citi’s other senior creditors; any Tesla decline below 50 % converts equity beta directly into principal loss. Liquidity is limited—no exchange listing—and secondary bids typically reflect the issuer’s internal model, often below intrinsic value. Impact on Citi is immaterial; issuance size is small and spreads align with typical structured-note economics. I classify the event as investor-specific, not market-moving.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue - 6th Floor New York NY 10017	240000	12756000	123221000	06/20/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	06/20/2025	Stock Option Exercise	Issuer			240000	06/20/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What contingent coupon rate do Citigroup’s Tesla-linked notes pay?

They pay 1.1125 % quarterly, equivalent to 13.35 % per annum, but only if Tesla’s price is at or above the 50 % coupon barrier on each valuation date.

When can the securities be automatically called?

Beginning 26 Dec 2025 and on 29 scheduled dates thereafter, the notes are called at $1,000 + coupon if Tesla closes at or above its initial level of $327.55.

Is principal protected at maturity?

No. If Tesla’s final price is below the final barrier of 50 %, investors suffer the full underlying decline and may lose their entire principal.

Why is the estimated value only $948.10 versus the $1,000 issue price?

The difference reflects the $45 underwriting fee and the issuer’s internal funding spread and hedging costs; it is not a measure of market value.

Are these notes insured or exchange-listed?

No. The securities are uninsured, unsecured and will not be listed; liquidity depends on Citigroup Global Markets Inc.’s secondary market making.