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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JPMorgan Chase Financial Company LLC is offering Uncapped Buffered Return Enhanced Notes (the “notes�) fully and unconditionally guaranteed by JPMorgan Chase & Co. The preliminary pricing supplement (Rule 424(b)(2)) describes a five-year structured product linked separately to the Nasdaq-100 Index® (NDX), Russell 2000® Index (RTY) and S&P 500® Index (SPX). Payments are based on the performance of the least-performing index, not on an equal-weighted basket.
Key economic terms
- Upside participation: at least 1.336× any positive return of the least-performing index; the exact factor will be set on the pricing date (on or about 18 Jul 2025).
- Downside buffer: investors are protected against the first 20% decline of each index. Losses beyond the buffer are linear, exposing principal to a maximum 80% loss.
- Maturity: 23 Jul 2030; observation date 18 Jul 2030.
- Denomination: $1,000 minimum and integral multiples.
- Fees: selling commissions up to $41.25 per $1,000.
- Estimated value: approximately $940.40 today; final estimate disclosed at pricing but not below $900.
- CUSIP: 48136FVS8. The notes will not be listed on any exchange.
Payout mechanics
- If the final level of each index exceeds its initial level, payment = $1,000 + (Least-Performing Index Return × Upside Factor × $1,000). Because the product is uncapped, gains are unlimited.
- If any index finishes � its initial level but not lower by more than 20%, investors receive par.
- If any index falls by >20%, payment = $1,000 + [$1,000 × (Least-Performing Index Return + 20%)], resulting in up to 80% principal loss.
Illustrative examples (Upside Factor 1.336, buffer 20%): a 10% gain in the least-performing index yields a 13.36% total return ($1,133.60); a 40% decline produces a 20% loss ($800); a 60% decline produces a 40% loss ($600).
Risk disclosures highlight (i) credit exposure to both JPMorgan entities, (ii) lack of periodic interest or dividends, (iii) potential conflicts arising from JPMorgan’s hedging and secondary-market activities, (iv) liquidity risk because the notes are unlisted and any resale depends on J.P. Morgan Securities LLC’s bid, (v) estimated value below issue price, and (vi) U.S. tax treatment subject to confirmation; Section 871(m) is expected not to apply.
Indices overview (historic closes on 14 Jul 2025): NDX 22,855.63; RTY 2,249.729; SPX 6,268.56. Past performance is not indicative of future results.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Phoenix Securities maturing in August 2026 that are linked to the common stock of QUALCOMM Incorporated (QCOM). Each $1,000 note offers:
- Contingent quarterly coupons: at least 3.595% of face value (�14.38% annualised) payable only if QCOM’s closing price on the relevant valuation date is � 80% of the initial share price (the “coupon barrier�). Missed coupons may be “made up� if a later valuation date meets the barrier.
- Automatic early redemption: If on any of the three interim valuation dates (Oct 31 2025, Jan 30 2026, May 1 2026) QCOM closes � the initial share price, investors receive $1,000 plus the contingent coupon then due, ending the investment early (as soon as ~3 months after issue).
- Downside protection limited to a 20% buffer: At maturity, if not previously called and QCOM closes � 80% of the initial price, holders receive par plus the final coupon. If QCOM closes < 80%, repayment = $1,000 + [$1,000 × 1.25 × (share return + 20%)], exposing investors to amplified losses beyond the 20% buffer, with no minimum redemption amount.
- No upside participation: Investors do not benefit from any appreciation of QCOM shares or receive dividends.
Key structural parameters fixed on the pricing date (expected 18 Jul 2025) include the initial share price and therefore the coupon barrier (80% of initial) and final barrier (also 80%). The notes will not be listed; liquidity will depend on Citigroup Global Markets Inc. (CGMI) making a market, which it may suspend at any time.
Pricing & fees: Issue price $1,000; estimated value at least $935.50 (using Citigroup’s internal funding rate); underwriting/placement fee $10 per note. Investors in fiduciary accounts pay $990 with no fee. CGMI and J.P. Morgan entities will realise hedging and distribution profits in addition to the stated fee.
Principal risks highlighted include potential loss of the entire investment, contingent coupon uncertainty, credit risk of Citigroup, illiquidity, valuation spread versus estimated value, tax uncertainty (treated as prepaid forward with ordinary-income coupons) and complex adjustments for corporate actions or delisting. Historical QCOM price on 11 Jul 2025 was $157.46; a hypothetical barrier based on that price would be $125.97. The issuer stresses that high coupon levels reflect elevated expected volatility and risk.
Citigroup Inc. (NYSE: C) filed a Form 8-K dated July 15, 2025 to disclose that it has released its financial results for the quarter ended June 30, 2025. The filing itself contains no financial metrics; instead, it incorporates three exhibits:
- Exhibit 99.1 � the full earnings press release (with CEO commentary treated as “furnished� rather than “filed�).
- Exhibit 99.2 � the detailed Quarterly Financial Data Supplement.
- Exhibit 99.3 � a list of securities registered under Section 12(b).
The 8-K was signed by Controller & Chief Accounting Officer Nicole Giles. No other operational updates, transaction details, or quantitative earnings data are provided in the body of the report.
Luda Technology Group Limited ("LUD") filed a Form 6-K covering a single corporate action completed on 14 July 2025. The company entered into a Warrant Cancellation Agreement with Pacific Century Securities, LLC. In exchange for a cash payment of US$201,750, Pacific Century surrendered warrants that entitled the holder to purchase up to 134,500 ordinary shares of LUD.
This transaction immediately removes the potential issuance of those shares, thereby reducing prospective dilution to existing shareholders. The filing does not disclose the total shares outstanding, so the exact percentage reduction cannot be calculated from the document. The agreement is attached as Exhibit 10.1.
Beyond the warrant cancellation, the report contains standard safe-harbor language outlining risks such as macroeconomic conditions, supply-chain pressures, PRC regulatory changes, and other operational uncertainties. No additional financial statements, earnings data, management changes, or significant transactions are included.
Offering overview: Morgan Stanley Finance LLC (MSFL) is issuing $970,000 aggregate principal amount of Contingent Income Auto-Callable Securities linked to Salesforce, Inc. (CRM) common stock. The $1,000-denominated notes mature on 14-Jul-2028 and are fully and unconditionally guaranteed by Morgan Stanley but are unsecured and senior obligations.
Key economic terms:
- Annual contingent coupon: 11.75%, payable quarterly only if CRM closes � the Coupon Barrier ($180.649, 70 % of initial level) on the relevant observation date.
- Auto-call: Beginning 13-Oct-2025, if CRM closes � the Call Threshold ($258.07, 100 % of initial level) on any of 11 determination dates, investors receive principal plus the coupon and the note terminates.
- Principal at risk: If not called and the Final Level on 11-Jul-2028 is < the Downside Threshold ($180.649), repayment equals principal × (Final / Initial), exposing holders to a full 1-for-1 loss, potentially to $0.
- Estimated value: $969.30 (96.93 % of issue price), reflecting structuring & hedging costs and MS’s own funding rate.
Timeline & cash-flow mechanics: First coupon/auto-call assessment occurs three months post-issuance; thereafter quarterly to April-2028. If never auto-called, coupon for the final observation (if earned) is paid at maturity together with principal or loss-adjusted amount.
Investor considerations:
- Appeals to income-oriented investors comfortable with single-stock exposure and potential capital loss.
- No participation in CRM upside beyond contingent coupons.
- No exchange listing; liquidity depends on MS & Co. making a market.
- All payments subject to Morgan Stanley credit risk; MSFL holds no independent assets.
Cost & distribution: Investors pay a 2 % sales commission ($20 per note). Selected dealers receive the commission; MS & Co. acts as agent and faces FINRA Rule 5121 conflicts due to affiliate status.
Risk highlights: Absence of principal protection, possibility of receiving no coupons, early redemption reinvestment risk, secondary-market values likely below par, uncertain U.S. tax treatment (prepaid financial contract assumption), and Section 871(m) considerations for non-U.S. holders.
Offering overview: Morgan Stanley Finance LLC (MSFL) is issuing $970,000 aggregate principal amount of Contingent Income Auto-Callable Securities linked to Salesforce, Inc. (CRM) common stock. The $1,000-denominated notes mature on 14-Jul-2028 and are fully and unconditionally guaranteed by Morgan Stanley but are unsecured and senior obligations.
Key economic terms:
- Annual contingent coupon: 11.75%, payable quarterly only if CRM closes � the Coupon Barrier ($180.649, 70 % of initial level) on the relevant observation date.
- Auto-call: Beginning 13-Oct-2025, if CRM closes � the Call Threshold ($258.07, 100 % of initial level) on any of 11 determination dates, investors receive principal plus the coupon and the note terminates.
- Principal at risk: If not called and the Final Level on 11-Jul-2028 is < the Downside Threshold ($180.649), repayment equals principal × (Final / Initial), exposing holders to a full 1-for-1 loss, potentially to $0.
- Estimated value: $969.30 (96.93 % of issue price), reflecting structuring & hedging costs and MS’s own funding rate.
Timeline & cash-flow mechanics: First coupon/auto-call assessment occurs three months post-issuance; thereafter quarterly to April-2028. If never auto-called, coupon for the final observation (if earned) is paid at maturity together with principal or loss-adjusted amount.
Investor considerations:
- Appeals to income-oriented investors comfortable with single-stock exposure and potential capital loss.
- No participation in CRM upside beyond contingent coupons.
- No exchange listing; liquidity depends on MS & Co. making a market.
- All payments subject to Morgan Stanley credit risk; MSFL holds no independent assets.
Cost & distribution: Investors pay a 2 % sales commission ($20 per note). Selected dealers receive the commission; MS & Co. acts as agent and faces FINRA Rule 5121 conflicts due to affiliate status.
Risk highlights: Absence of principal protection, possibility of receiving no coupons, early redemption reinvestment risk, secondary-market values likely below par, uncertain U.S. tax treatment (prepaid financial contract assumption), and Section 871(m) considerations for non-U.S. holders.
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing an unlisted structured note—“Autocallable Contingent Coupon Equity-Linked Securities� (Series N)—linked to the worst performer of the Nasdaq-100 Index and the S&P 500 Index. The preliminary 424B2 prospectus supplement details a $1,000 par security that combines periodic contingent coupons with significant downside and credit risk.
Key commercial terms
- Maturity: 26 Apr 2027 (�21 months of potential valuation dates; final valuation 21 Apr 2027).
- Contingent coupon: �0.70% of par per monthly observation (�8.40% p.a.) paid only if the worst underlying closes �70% of its initial level on the relevant valuation date.
- Barriers: 70% of initial level acts as both the coupon trigger and the final principal protection threshold.
- Autocall feature: Automatic redemption at $1,000 + coupon if, on any of nine scheduled autocall dates (Jul 2026–Mar 2027), the worst underlying � its initial level.
- Principal repayment: � 100% if worst underlying �70% at final valuation. � Otherwise: par × (1 + worst underlying return), exposing investors to a 1-for-1 downside and potential total loss.
- Issue price / estimated value: $1,000 vs. an estimated value of �$942.00 (�94.2% of par). Underwriting fee up to $2.50 per note.
- Liquidity / listing: No exchange listing; secondary market, if any, only via CGMI.
- Credit: Unsecured senior obligations of CGMHI, fully guaranteed by Citigroup Inc.
Illustrative pay-offs show that investors may: (i) receive high coupons if both indices remain above the 70% barrier, (ii) be called early—capping returns—if indices rebound above initial levels, or (iii) suffer steep capital losses if the worst index closes <70% at maturity.
Material risk highlights
- Principal is not protected; maximum loss is 100%.
- Coupon payments are contingent; missing any observation below the barrier forfeits that month’s income.
- Volatility and low correlation between the two large-cap indices increase the probability of barrier breaches.
- Credit exposure to Citigroup and its subsidiary; note pricing embeds a 5.8% (�$58) initial discount vs. issue price plus up-front fees.
- Lack of liquidity and potential wide bid–ask spreads.
- Uncertain U.S. tax treatment; payments likely taxed as ordinary income.
These notes may interest yield-seeking investors comfortable with equity downside risk and Citigroup credit exposure, but they are unsuitable for conservative portfolios requiring principal protection or liquidity.
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) plans to issue Autocallable Contingent Coupon Equity-Linked Securities tied to NVIDIA Corporation (NVDA), maturing 28 Jan 2027.
- Structure: $1,000 par, unsecured senior notes. Investors may receive quarterly contingent coupons of �2.7113 % per quarter (� �10.85 % p.a.) if NVDA’s closing price on the relevant valuation date is � the coupon barrier (55 % of initial).
- Autocall: On any valuation date that is also a potential autocall date (first on 24 Oct 2025), if NVDA � initial price, the notes are redeemed at $1,000 plus the current coupon and any unpaid coupons.
- Principal repayment: � If final price � final barrier (55 % of initial): return of par plus final coupon.
� If final price < final barrier: investors receive NVDA shares (or cash) worth 55 % or less of par, potentially zero. - Key dates: Pricing 24 Jul 2025; Issue 29 Jul 2025; six valuation dates; maturity 28 Jan 2027.
- Pricing economics: Issue price $1,000; estimated value �$929.50 (� 6.9 % discount); underwriting fee $15.
- Credit & liquidity: Payments depend on Citigroup Global Markets Holdings Inc. & Citigroup Inc. credit. Notes will not be exchange-listed; secondary market—if any—provided solely by CGMI, with expected bid-ask spread and early three-month price support.
- Risk highlights: � Up to 100 % principal loss if NVDA declines <55 %. � Coupons are contingent; none paid if barrier breached on a valuation date. � Autocall may cap upside and force reinvestment risk. � Tax treatment uncertain; U.S. investors likely treated as prepaid forward plus ordinary income coupons; non-U.S. holders face 30 % withholding. � Estimated value below issue price reflects fees, hedging costs and internal funding rate.
Overall, the note offers enhanced income contingent on NVDA price stability but carries substantial equity downside, issuer credit and liquidity risks typical of structured products.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering five-year Barrier Securities linked to the worst performer among the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index. These senior unsecured notes (Series N) carry a $1,000 stated principal amount, price on 18 Jul 2025, settle on 23 Jul 2025 and mature on 23 Jul 2030.
The notes pay no coupons. Your cash flow depends solely on the index performance measured once, on the valuation date:
- Upside: If the worst performing index finishes above its initial level, investors receive principal plus 180 % (minimum) participation in that index’s gain.
- Par repayment: If the worst performer ends � initial but � 70 % of initial (the barrier), only the $1,000 principal is returned.
- Downside: Should the worst performer close below 70 % of its initial level, principal is reduced 1-for-1 with the index loss. A 70 % decline yields $300; complete loss is possible.
Key structural terms: the barrier is fixed at 70 % of each index’s initial level; upside participation is to be set on pricing (� 180 %). The securities will not be listed; liquidity will rely on Citigroup Global Markets Inc. making a discretionary secondary market. Estimated value on pricing is expected to be � $949, i.e., at least 5.1 % below issue price, reflecting selling & hedging costs and Citi’s internal funding rate. Underwriting fee is up to $7.50 per note; net proceeds � $992.50 per note.
Risk highlights include: full downside exposure below the 70 % barrier; no interim interest; dependence on a single-day observation; multi-underlying structure increases probability of one index breaching the barrier; credit risk of CGMHI/Citigroup; limited or no secondary market; and uncertain U.S. tax treatment (pre-paid forward contract assumption, possible Section 871(m) implications for non-U.S. holders).
The product suits investors seeking leveraged equity exposure with partial contingent protection who can tolerate illiquidity, credit risk and potential full loss of capital, and who are indifferent to dividends foregone on the indices.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term senior buffer securities linked to the S&P 500® Index. The notes will be issued on 5 Aug 2025, mature on 5 Aug 2027, and are sold in $1,000 denominations.
Key economics: (1) Upside participation 200% of any positive index move, capped by a maximum return set on pricing (� 16.75%, or � $167.50 per note). (2) Downside buffer: first 10% index decline is protected; losses beyond 10% are passed through point-for-point. (3) No coupons, no dividends, no early call.
Initial valuation: Citigroup expects the estimated value on the pricing date to be at least $915.50 (� 91.6% of issue price) due to embedded costs and its internal funding rate. Underwriting fee is up to $22.50 (2.25%) per note; proceeds to issuer at least $977.50.
Liquidity & credit: Notes will not be listed; any secondary market will be made solely by CGMI on a best-efforts basis and may be discontinued. All payments are subject to the senior unsecured credit risk of both the issuer and Citigroup Inc.
Risk highlights (excerpt of PS-4 & PS-5): potential for significant principal loss, limited upside versus direct equity exposure, valuation and market-making conflicts, and uncertain U.S. tax treatment (pre-paid forward contract assumption; Section 871(m) analysis pending).
Investor profile: suitable only for investors who (i) seek 2-year exposure to the S&P 500 with a 10% buffer, (ii) can tolerate capped gains and amplified downside after the buffer, (iii) are comfortable with illiquidity and issuer credit risk, and (iv) do not require current income.