Welcome to our dedicated page for Citigroup SEC filings (Ticker: C), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering Contingent Income Auto-Callable Securities maturing in July 2028 and linked to the common stock of The Walt Disney Company (DIS).
Capital structure & payment hierarchy
鈥� Unsecured, senior notes of Citigroup Global Markets Holdings Inc.; payments depend on the credit of both the issuer and Citigroup Inc.
鈥� Securities are not FDIC-insured and rank pari-passu with other senior unsecured debt.
Key economic terms
- Denomination: $1,000 per note; aggregate size to be set on pricing date (expected 18 Jul 2025).
- Maturity: 21 Jul 2028 (鈮� 3 years) unless automatically redeemed earlier.
- Contingent coupon: ≥2.50 % quarterly (鈮�10.00 % p.a.) paid only if DIS closes on each quarterly valuation date at or above the downsides threshold (80 % of initial price).
- Automatic early redemption: Beginning Oct 20 2025 and each quarter thereafter, if DIS closes 鈮� initial price, investors receive principal + that quarter鈥檚 coupon and the note terminates.
- Downside protection: None below the 80 % threshold. Final payment formula (if no call):
鈥� If DIS 鈮� threshold 鈥�> $1,000 + last coupon.
鈥� If DIS < threshold 鈥�> $1,000 + ($1,000 脳 share return). Principal loss is 1-for-1 with DIS decline and can reach 100 %. - Listing: None; secondary liquidity dependent on Citigroup Global Markets Inc. (CGMI) making a market.
- Estimated value: At least $920 (92 % of issue price) on pricing date, reflecting selling concessions ($22.50) and structuring fee ($5.00).
Illustrative scenarios
- If DIS 鈮� initial price on first valuation date: early redemption in 鈮�3 months; investor receives $1,025 (principal + 1 coupon).
- If DIS never 鈮� initial price but stays 鈮� threshold and closes at 90 % of initial on final date: investor receives $1,025 (principal + last coupon); coupons paid only on dates when DIS 鈮� threshold.
- If DIS closes at 0 on final date: investor receives $0 and loses entire investment.
Risk highlights
- Principal at risk; no guaranteed minimum repayment.
- Coupon is contingent; may receive few or zero payments.
- No upside participation in DIS appreciation beyond coupons.
- Credit risk of Citigroup entities.
- Liquidity risk; notes are unlisted and any market making is discretionary.
- Estimated value < issue price; bid-ask spread and secondary market rate likely lower note values after issuance.
Investor profile: Suited only for investors who (a) want high contingent income, (b) are tactically neutral-to-moderately bullish on DIS over the next three years, (c) can tolerate full principal loss and limited liquidity, and (d) understand tax complexity of prepaid forward treatment.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., has filed a 424(b)(2) preliminary pricing supplement for a new structured note: Contingent Income Callable Securities due July 2027. The unsecured senior notes are linked to the worst-performing of three U.S. equity indices鈥攖he Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX)鈥攁nd carry principal-at-risk features.
Key economic terms:
- Stated principal: $1,000 per note; aggregate amount TBD.
- Tenor: ~2 years (July 2025 鈥� July 2027) unless called earlier at issuer鈥檚 discretion on quarterly 鈥減otential redemption dates鈥� (first as soon as Oct 23 2025).
- Contingent coupon: 鈮�2.075% per quarter (鈮�8.30% p.a.) paid only if, throughout each observation period, none of the indices closes below 65 % of its initial level. A single breach (鈥渃oupon barrier event鈥�) eliminates that quarter鈥檚 payment.
- Downside threshold: 65 % of initial level. If, at final valuation, the worst index is below this level, repayment is $1,000 + $1,000脳index return, exposing investors to a 1-for-1 loss down to zero.
- Issuer call: Citigroup may redeem at par plus any due coupon; investors face reinvestment risk and truncated yield.
- Estimated value on pricing date: 鈮�$918 (< issue price), reflecting structuring & selling costs, hedging profit and Citi鈥檚 internal funding rate.
- Fees: $20 underwriting per note (incl. $15 dealer concession and $5 MSWM structuring fee).
- Listing: None; secondary liquidity relies solely on CGMI鈥檚 discretionary market-making.
Risk highlights (see 鈥淪ummary Risk Factors鈥�): potential 100 % principal loss; coupon uncertainty; exposure to each index鈥檚 idiosyncratic risk; adverse call timing; value erosion due to fees and bid-ask spreads; credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; uncertain tax treatment.
Investor profile: suitable only for investors seeking enhanced yield, prepared for high downside and liquidity risks, and comfortable with Citi credit exposure. The filing does not impact Citigroup鈥檚 common equity holders materially; it represents routine funding activity.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., intends to issue 13-month Autocallable Contingent Coupon Securities tied to the worst performer of the Nasdaq-100 Index (NDX) and the Russell 2000 Index (RTY).
The notes pay a contingent monthly coupon of at least 10.30% p.a. only when the worst performer鈥檚 closing value is 鈮� 75% of its initial level (coupon barrier). Beginning six months after issuance, the securities will be automatically called at par plus the coupon if the worst performer closes at or above its initial level on any monthly valuation date.
If the notes are not autocalled, principal repayment at maturity depends on the final worst-performer level: (i) return of full principal if the level is 鈮� 75% of initial; (ii) a dollar-for-dollar loss if it is below 75%, down to total loss at a -100% return. Investors receive no upside participation beyond coupons.
Hypothetical examples illustrate full redemption at $1,000 when worst-performer returns are down to -25%, but steep losses thereafter (e.g., $749.90 at -25.01%, $0 at -100%).
The securities are unsecured and subject to Citigroup credit risk, will not be exchange-listed, and are expected to price on 22 Jul 2025 with maturity on 27 Aug 2026. Key risks include potential total principal loss, coupon deferral, multi-underlying correlation risk, secondary-market illiquidity and uncertain U.S. tax treatment.
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