[144] Entrada Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering Autocallable Contingent Coupon Equity-Linked Securities tied to the worst performer of the Dow Jones Industrial Average (DJIA) and the S&P 500 Index. The unsecured senior notes have a $1,000 face value, price on 25 Jul 2025, settle on 30 Jul 2025 and mature on 28 Jul 2028, unless called earlier.

Income mechanics: Investors may receive a contingent coupon of at least 2.075% per quarter (≥ 8.30% p.a.) on each payment date only if the worst-performing index closes at or above 70 % of its initial level (the “coupon barrier”) on the preceding valuation date. No coupon is paid when this test fails.

Autocall feature: Starting 27 Oct 2025 and at every subsequent quarterly valuation date (11 potential dates), the notes are automatically redeemed at $1,000 plus the coupon if the worst-performing index is at or above its initial level. Early redemption shortens the investment horizon and caps the total coupons an investor can earn.

Principal repayment: If not called, final payoff depends solely on the worst-performing index on 25 Jul 2028:

• At/above 70 % of initial: return of full principal plus final coupon.
• Below 70 % of initial: principal is reduced 1 % for every 1 % decline in that index (e.g., a 40 % drop results in $600 back; an 80 % drop results in $200).

There is no principal protection; investors can lose all capital.

Key structural terms:

• Indices: DJIA & S&P 500 (price return versions; no dividends).
• Barrier level: 70 % of each index’s initial close for both coupon and principal tests.
• Listing: None; secondary market liquidity depends on Citigroup Global Markets Inc. (CGMI), which may discontinue quotes at any time.
• Estimated value on pricing date: ≥ $943.50 (≈ 5.7 % below issue price), reflecting distribution/hedging costs and Citi’s internal funding rate.
• Dealer compensation: CGMI will pay selected dealers up to $4.00 per note from its expected hedging profit; no traditional underwriting fee is charged.
• CUSIP/ISIN: 17333LJV8 / US17333LJV80.

Risk highlights:

• Significant downside exposure if either index falls > 30 % by maturity.
• Coupons are not guaranteed; multiple missed coupons lower the effective yield.
• Early call risk limits positive carry if indices rise.
• Credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; payment depends on their ability to perform.
• Liquidity risk due to absence of listing; resale may be at substantial discount.
• Tax treatment uncertain; Citi intends to treat the notes as prepaid forward contracts with ordinary-income coupons.

Insights

Structured Products Analyst

TL;DR High coupon potential but 100 % principal at risk and callable early; suitable only for yield seekers who can absorb equity downside.

The note offers an above-market headline coupon (≥ 8.30 % p.a.) by tying payments to two large-cap U.S. equity indices and inserting a 70 % barrier. Because payoff references only the worst performer, dispersion risk is elevated: one index sell-off cancels coupons and erodes principal. The quarterly autocall mechanism front-loads Citigroup’s ability to refinance; if equities drift upward, investors’ life-to-maturity yield shrinks as the note is redeemed early. Conversely, in bearish or volatile markets, coupons can disappear and capital loss accelerates below the final barrier. Estimated value is roughly 94 % of face, signalling a 6 % embedded cost. Overall return profile skews negatively for buy-and-hold investors without a tactical view on equity stability.

Risk Analyst

TL;DR Product converts equity tail risk into fixed-income form; limited liquidity, full credit exposure to Citi.

Investors trade senior unsecured Citi credit for equity downside. The 70 % soft protection leaves a 30 % cushion, but historical drawdowns for DJIA and S&P 500 show multiple events breaching that level. Coupon suspension risk is amplified by quarterly observation dates; missing even one period materially lowers realised yield. Liquidity is dealer-driven only, with bid–ask spreads likely widening in stressed conditions. From a portfolio standpoint, these notes concentrate index correlation and issuer credit risks in a single instrument, making them inappropriate for capital-preservation mandates.

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	TD Securities (USA) LLC 1 Vanderbilt Ave New York NY 10017	6935	52025.37	37953417	07/09/2025	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	03/29/2021	Venture Investment	Entrada Therapeutics, Inc.			6935	03/29/2021	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
5AM Opportunities I, L.P. 4 Embarcadero Center, Suite 3110 San Francisco CA 94111	Common	06/27/2025	19265	133121.15
5AM Opportunities I, L.P. 4 Embarcadero Center, Suite 3110 San Francisco CA 94111	Common	06/30/2025	6422	43751.16
5AM Opportunities I, L.P. 4 Embarcadero Center, Suite 3110, San Francisco CA 94111	CXommon	07/01/2025	6422	45741.34

144: Remarks and Signature

Remarks

Date of Notice

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)