[8-K] OmniAb, Inc. Reports Material Event

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering $250,000 of Autocallable Contingent Coupon Equity-Linked Securities tied to the common stock of Alnylam Pharmaceuticals, Inc. (ALNY). The notes are part of the issuer’s Medium-Term Senior Notes, Series N, and are offered under a 424(b)(2) prospectus supplement.

Economics

• Denomination: $1,000 per security.
• Issue price: $1,000; estimated value on the pricing date: $964.60 (reflects distribution/hedging costs and internal funding rate).
• Underwriting fee: up to $20 (2.0%) per note; net proceeds to issuer: $980.
• Initial underlying value (ALNY close 30-Jun-2025): $326.09.

Coupon mechanics

• Quarterly contingent coupon of 3.00% of par (12.00% p.a.) paid only if ALNY’s closing price on the relevant valuation date is ≥ the coupon barrier of $195.654 (60 % of initial value).
• If the barrier is breached, that coupon period pays $0; missed coupons are not recaptured.

Autocall feature

• On each valuation date from 30-Sep-2025 to 30-Mar-2028, the notes autocall at par (plus coupon) if ALNY ≥ initial value. Early redemption shortens the maximum coupon horizon.

Principal repayment at maturity (6-Jul-2028)

• If not previously called and final ALNY price ≥ final barrier of $195.654 (60 % of initial): receive par plus final coupon.
• If final price < barrier: receive $1,000 × (1 + underlying return), exposing investors to full downside, potentially zero.

Risk profile

• No principal protection; up to 100 % loss possible.
• High probability of missed coupons if ALNY stays below the 60 % threshold.
• Credit exposure to Citigroup Global Markets Holdings Inc. and guarantor Citigroup Inc.
• No listing; secondary market liquidity depends solely on CGMI.
• Tax treatment uncertain; issuer intends to treat coupons as ordinary income.

Key dates: Pricing 30-Jun-2025; Issue 3-Jul-2025; first valuation/autocall 30-Sep-2025; maturity 6-Jul-2028.

The product targets investors seeking enhanced income versus conventional Citi debt but who can tolerate equity risk in a single biotech name, potential illiquidity, and complex tax treatment.

Positive

• 12 % contingent coupon offers income potential well above Citi’s conventional debt of similar maturity.
• 60 % downside barrier provides limited cushion versus full ALNY exposure.
• Citigroup Inc. guarantee backs payments, adding investment-grade credit support.

Negative

• Full principal loss if ALNY falls more than 40 % at final valuation.
• Coupons are conditional; any valuation date below barrier cancels that period’s payment.
• Automatic call can truncate income stream if ALNY recovers, capping upside.
• Estimated value (96.46 % of par) highlights 3.5 % embedded costs at inception.
• No exchange listing limits liquidity; secondary bids depend solely on CGMI discretion.
• Single-stock concentration in a volatile biotech elevates idiosyncratic risk.

Insights

Structured Products Analyst

TL;DR High 12 % headline yield, but downside to zero and likely early call make risk-adjusted return modest.

The note’s 12 % contingent coupon looks attractive, yet the 60 % barrier means only moderate downside protection. ALNY is a mid-cap biotech with historical volatility above 40 %, increasing odds of barrier breaches and missed coupons. Because autocall triggers at the initial price, any meaningful rebound in ALNY will redeem the note early, capping income. The estimated value (96.46 % of par) indicates a 3.5 % structuring cost, typical for retail notes. Overall impact on Citi is negligible; for investors the risk/return trade-off is neutral to slightly negative.

Risk Analyst

TL;DR Concentration in a single volatile biotech plus unsecured Citi credit adds significant tail risk.

Investors face three stacked risks: (1) market – ALNY price swings could eliminate coupons and principal; (2) liquidity – no exchange listing and discretionary CGMI market-making; (3) credit – unsecured claim on Citi Group. The 40 % buffer (100 %-60 %) may seem ample, but biotech drawdowns of 50-60 % are not uncommon. Internal funding rate pricing and bid-ask spreads further erode exit values. From a portfolio perspective, the note is best suited for speculative yield enhancement, not core fixed income.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2025

OMNIAB, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware			001-40720			98-1584818
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

5980 Horton Street, Suite 600
Emeryville
CA			94608
(Address of principal executive offices)			(Zip Code)

(510) 250-7800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			OABI			The Nasdaq Global Market
Warrants to purchase common stock			OABIW			The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07.    Submission of Matters to a Vote of Security Holders.

    OmniAb, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on June 17, 2025. Set forth below are the final voting results for the actions taken by the shareholders at the Annual Meeting.

Proposal 1. The election of two directors to serve as Class III directors for a three-year term to expire at the 2028 Annual Meeting of Shareholders. The following two Class III directors were elected by the votes indicated:

			For			Withheld			Broker Non-Votes
Carolyn R. Bertozzi, Ph.D.			36,153,128			31,275,065			16,933,628
John Higgins			53,835,964			13,592,229			16,933,628

Proposal 2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment was ratified by the votes indicated:

For			Against			Abstain			Broker Non-Votes
84,233,643			110,544			17,634			0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			OMNIAB, INC.
Date: June 18, 2025			By:			/s/ Charles S. Berkman
			Name:			Charles S. Berkman
			Title:			Chief Legal Officer and Secretary

FAQ

What is the coupon rate on Citigroup7s ALNY-linked notes?

The notes pay a 3.00 % quarterly contingent coupon, equivalent to 12.00 % per annum, when ALNY closes at or above $195.654 on the valuation date.

How does the automatic early redemption work?

On each scheduled valuation date starting 30-Sep-2025, if ALNY 3E= the initial $326.09, the notes are called at $1,000 plus the due coupon.

What happens at maturity if ALNY falls below the 60 % barrier?

Holders receive $1,000 × (1 + underlying return); a 70 % drop would return $300, while a 100 % drop would return $0.

Is the principal protected by FDIC insurance?

No. The securities are unsecured obligations of Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., and are not FDIC-insured.

Why is the estimated value ($964.60) lower than the issue price?

It reflects underwriting fees, hedging costs and the issuer7s internal funding rate; these embedded costs reduce the economic value to investors.

Will the notes trade on an exchange?

No. No listing is planned; any secondary liquidity will be provided, if at all, by CGMI on a discretionary basis.