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Citigroup Inc SEC Filings

C NYSE

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.

Struggling to pinpoint Citi’s credit card loss trends or Basel III capital ratios inside a 300-page report? Citigroup’s multifaceted global banking model makes its disclosures some of the most intricate on EDGAR. That’s why we start with the toughest question investors ask: “How do I find the numbers that move Citi’s stock without reading every footnote?�

Stock Titan’s AI-powered summaries turn complexity into clarity. From a Citigroup quarterly earnings report 10-Q filing to a sudden Citigroup 8-K material events explained, our engine highlights net interest margin swings, trading VaR shifts, and segment revenue in plain English. Need executive pay details? Jump straight to the Citigroup proxy statement executive compensation section, already parsed for total compensation and incentive metrics.

Coverage is complete and immediate. Receive Citigroup Form 4 insider transactions real-time alerts the moment insiders trade. Dive deeper with Citigroup insider trading Form 4 transactions dashboards that map buying versus selling before earnings. Our platform also links each Citigroup annual report 10-K simplified summary to prior years so you can track trend lines without spreadsheets.

Common investor tasks become simple:

  • Compare card charge-offs quarter over quarter with one click.
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  • Flag Citigroup earnings report filing analysis before call transcripts are released.
Understanding Citigroup SEC documents with AI means less time hunting and more time acting on insight. Every form�10-K, 10-Q, 8-K, S-4, and more—is indexed, summarized, and updated in real time so you never miss a disclosure that matters.

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Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., plans to issue $1,000-denominated Market Linked Securities due July 20, 2028. The notes are linked to the lowest performing of Broadcom Inc. (AVGO) and NVIDIA Corporation (NVDA) and combine three key features: (1) a high contingent coupon, (2) a monthly autocall trigger, and (3) a 60% contingent downside buffer.

Income profile. Investors receive a contingent coupon of at least 15.90% per annum, paid monthly, provided the worst-performing stock closes at or above 60% of its starting value on the relevant calculation day. The embedded “memory� provision repays any missed coupons once the trigger is met on a later observation.

Autocall & maturity. Beginning October 2025, the notes will be automatically redeemed at par plus the current and any unpaid coupons if the worst performer is at or above its starting value on a calculation day. If not called, the principal repayment depends on the final observation (17 July 2028). At maturity, holders receive $1,000 only if the worst performer is â‰�60% of its starting value; otherwise they are repaid $1,000 multiplied by that stock’s performance factor, exposing investors to losses of up to 100%.

Key risks. Investors forgo any upside participation in either stock, face equity-market volatility, credit risk of Citigroup, and liquidity risk because the securities will not be exchange-listed. Citigroup estimates the initial value at �$913.50, materially below the $1,000 issue price, reflecting dealer fees and hedging costs.

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NewAmsterdam Pharma Company N.V. (ticker NAMSW) has filed a Form 144 indicating that affiliate NAP PoolCo B.V. intends to sell up to 1,433,193 ordinary shares through UBS Financial Services on or after 14 July 2025. Based on the filing’s stated market value of $30.9 million, the proposed sale represents roughly 1.3 % of the company’s 112.3 million shares outstanding, potentially expanding the public float.

The notice also discloses that the same seller disposed of 303,197 shares on 16 June 2025 for gross proceeds of $5.9 million. No additional information regarding 10b5-1 plans, pricing discounts or company performance was provided. Form 144 is a standard regulatory requirement for affiliates; however, the magnitude of the sale could create short-term share-price pressure and may signal insider monetisation.

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Prospect Capital Corporation (PSEC) intends to issue three new series of senior unsecured Prospect Capital InterNotes® under its shelf registration (File No. 333-269714):

  • 7.500% Notes due 7/15/2028 (CUSIP 74348GWF3)
  • 7.750% Notes due 7/15/2030 (CUSIP 74348GWG1)
  • 8.000% Notes due 7/15/2032 (CUSIP 74348GWH9)

Each tranche will be sold in $1,000 denominations at modest discounts to par (selling concessions 1.125% / 1.700% / 1.950%) and will accrue interest from the 7/24/2025 settlement date, payable semi-annually on 1/15 and 7/15, commencing 1/15/2026. The notes are callable at 100% of principal beginning 1/15/2026 and daily thereafter. A Survivor’s Option allows early repayment upon the death of the beneficial owner, subject to annual volume caps.

The offering is being marketed by InspereX (purchasing agent) with Citigroup and RBC Capital Markets as agents. Net proceeds (after concessions) were not disclosed in dollar terms but will be used for general corporate purposes.

Capital structure implications: As of 2/8/2023, PSEC had $1.9 billion of unsecured senior debt and $0.7 billion of secured debt outstanding. The new issuance will add incremental fixed-rate leverage at coupons materially above the company’s prior 3.7%â€�6.4% public notes, signalling a higher cost of capital environment. Management recently refinanced its $342.9 million 3.706% 2026 notes—tendering $135.7 million and redeeming the remaining $207.2 million—thus eliminating that maturity but replacing it with higher-coupon paper.

Recent portfolio activity: Between May 29 and July 1, 2025, PSEC sold $324.6 million (cost basis) of subordinated structured notes for $74.6 million in gross proceeds, extended $39.6 million of first-lien financing to National Property REIT Corp. and received $19 million in repayments. On 6/30/2025 the company closed the acquisition of QC Holdings, Inc., investing $55 million in senior secured debt and $22.3 million in common equity.

Company profile: PSEC is an externally managed BDC with $7.9 billion in assets and 130 portfolio companies/CLO positions as of 12/31/2022. The performing interest-bearing portfolio yielded 12.9% (10.3% overall). The credit facility (outstanding $744.7 million on 2/8/2023) is secured and structurally senior to the new notes.

Key investor considerations:

  • High coupons (7.5%-8.0%) increase interest expense but lock in fixed funding before the Federal Reserve’s next rate cycle shift.
  • Notes rank pari passu with existing unsecured obligations and are effectively subordinated to secured debt.
  • Indenture contains limited protective covenants; no change-of-control put or financial maintenance tests.
  • Liquidity events—callable at par after 6 months—introduce reinvestment risk if rates fall.
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Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering unsecured Market-Linked Securities (Medium-Term Senior Notes, Series N) that combine a high potential coupon with significant principal risk. The notes are auto-callable monthly from October 2025 through June 2028 and mature on July 20 2028 unless earlier redeemed.

  • Underlying stocks: Broadcom Inc. (AVGO) and NVIDIA Corporation (NVDA). All calculations reference the lowest-performing underlying on each determination date.
  • Contingent coupon: Paid monthly at a rate set on the pricing date, at least 15.90% p.a. (â‰�1.325% per month). A coupon is paid only if the lowest-performing underlying closes at or above its Coupon Threshold (60 % of its starting value). Missed coupons can be recovered (memory feature) if the threshold is later satisfied.
  • Automatic early redemption: If, on any potential autocall date, the lowest-performing underlying closes at or above its Starting Value, each note is redeemed at par plus the applicable coupon and any unpaid coupons.
  • Principal repayment at maturity: If not called, investors receive par only if the lowest-performing underlying on the final calculation day is at or above its Downside Threshold (60 % of its starting value). Otherwise, repayment equals par multiplied by that underlying’s Performance Factor, exposing investors to a 1:1 loss down to zero.
  • Issue price / estimated value: Public offering price is $1,000; Citigroup estimates the fair value at â‰� $913.50, reflecting fees (underwriting discount up to 2.325 %) and internal funding costs.
  • Credit & liquidity: Payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The notes are not listed; secondary liquidity is expected to be limited and dealer-driven.
  • Risk highlights: Investors face full downside exposure below the 60 % barrier, may receive few or no coupons, forgo all dividends on AVGO and NVDA, and confront complex U.S. tax treatment and potential 30 % withholding for non-U.S. holders.

The structure targets yield-seeking investors comfortable with equity risk in two highly volatile semiconductor names and willing to trade upside participation for a high contingent income stream. Suitability hinges on tolerance for principal loss, understanding of correlation risks between the two underlyings, and the ability to hold until maturity.

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Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering Autocallable Contingent Coupon Equity-Linked Securities linked to the S&P 500® Index (SPX). The unsecured senior notes will be issued on 15 Jul 2025, have a stated principal of $1,000 each and will mature on 13 Jul 2028 unless automatically redeemed earlier.

Income mechanics: Investors receive a contingent coupon of 1.80 % per quarter (7.20 % p.a.) on each payment date only if, on the immediately preceding valuation date, the index closes at or above the coupon barrier set at 70 % of the initial index level (4,396.322). Missed coupons can be recovered if the barrier is met on a subsequent valuation date. No coupons are due if the barrier is never met.

Autocall feature: On eight scheduled “potential autocall datesâ€� from 10 Jul 2026 onward, the notes will be automatically called at $1,000 plus the relevant coupon if SPX is at or above the initial level of 6,280.46. Early redemption caps the maximum holding period and limits future coupon accrual.

Principal repayment: If the notes are not called, redemption value depends on the final index level measured on 10 Jul 2028. â€� If SPX is â‰� the final barrier (70 % of initial), holders receive the full principal (and any due coupon). â€� If SPX is < the final barrier, repayment equals $1,000 × (1 + index return). A decline of 30 % or more yields a proportional loss of principal down to zero.

Key terms at a glance:

  • Initial index level: 6,280.46 (10 Jul 2025)
  • Coupon/final barrier: 4,396.322 (70 % of initial)
  • Issue price: $1,000; estimated value: $992.60
  • Listing: None; secondary market only through CGMI, without obligation
  • Credit: Direct senior obligation of Citigroup Global Markets Holdings Inc. and irrevocably guaranteed by Citigroup Inc.

Risk highlights: Holders face (i) equity downside risk below the 70 % barrier, (ii) contingent income uncertainty, (iii) early-call reinvestment risk, (iv) absence of SPX dividends, (v) potential limited liquidity and bid-ask spreads, and (vi) issuer/guarantor credit risk. The estimated value is lower than the issue price due to internal funding and hedging costs, and no underwriting fee is payable.

The notes are aimed at investors seeking enhanced yield relative to plain-vanilla Citi debt, who are moderately bullish to neutral on U.S. large-cap equities, and who can tolerate the possibility of significant capital loss and limited secondary liquidity.

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UBS AG is marketing preliminarily a new 5-year Step Down Trigger Autocallable Note linked to the least-performing of the Russell 2000® (RTY) and S&P 500® (SPX) indices, with scheduled maturity on 23 July 2030. The $1,000-denominated notes offer a fixed 8.40% per-annum call return (up to 42.0% total) if automatically called. Quarterly observations begin after 12 months; on each date the note is redeemed at the rising “call priceâ€� provided the closing level of each index meets its “step-downâ€� call threshold (100% of the initial level at the first observation, gradually falling to 70% by final valuation). If called, investors receive principal plus the accrued call return and the deal terminates early.

Downside mechanics: If the note is not called, investors are fully exposed to the index with the worst performance. Should the final level of any index fall below 70% of its initial level, the repayment equals $1,000 × (1 + underlying return of the least-performing index), resulting in loss of principal on a one-for-one basis and a potential 100% loss. There are no periodic coupons and no participation in index upside beyond the fixed call return.

Key economic terms:

  • Principal: $1,000 per note
  • Term: ~5 years (subject to early call)
  • Call return rate: 8.40% p.a.; maximum call price $1,420 if called at maturity
  • Downside/Final call threshold: 70% of initial index levels
  • Estimated initial value: $941â€�$971 (94.1%â€�97.1% of issue price)
  • Underwriting discount: $2.50; projected marketing fee up to $7.50
  • Issuer/Guarantor: UBS AG (unsubordinated, unsecured obligations)

Material risks highlighted: (i) significant loss of principal if neither index stays above its 70% threshold, (ii) exposure to the least-performing index amplifies risk versus single-index structures, (iii) credit risk of UBS, (iv) limited or no secondary market; notes will not be exchange-listed, (v) estimated fair value below issue price reflects fees, hedging and internal funding spread, (vi) complex U.S. tax treatment and potential FATCA / §871(m) withholding.

Investor profile: suitable only for investors who understand structured products, can tolerate full capital loss, expect both indices to remain above stepped-down thresholds on at least one observation date, and do not need liquidity before maturity.

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ASL Strategic Value Fund, LP (an Avadel Pharmaceuticals plc [NASDAQ: AVDL] shareholder holding an undisclosed but “significant� stake) has filed a PX14A6G exempt solicitation urging fellow investors to vote AGAINST all Company-nominated directors at the 29 July 2025 Annual General Meeting.

Key accusations:

  • Vote-count discrepancies: ASL claims five years of “staggering inconsistenciesâ€� that systematically favor management, citing 2 million “AGAINSTâ€� votes allegedly uncounted in 2024 and mathematically impossible 99.73 % support reported in 2023 despite >1 % of shares the fund says were not voted.
  • Board independence & compensation concerns: Directors labelled “independentâ€� allegedly received undisclosed option grants for interim operating roles, raising conflict-of-interest questions.
  • LUMRYZ launch execution: Third-party patient-hub issues are said to be hampering on-boarding, with calls to clarify vendor selection, continued use and potential conflicts.
  • Strategic alternatives: ASL proposes distribution of a contingent value right (CVR) tied to six lawsuits against Jazz Pharmaceuticals—one asserted by Avadel’s CEO to be potentially worth >US$1 billion—and urges the Board to hire bankers to explore a sale.

Demands: (1) vote AGAINST all directors; (2) appoint an independent election monitor subject to shareholder approval.

The filing is not a proxy solicitation; ASL will not accept proxy cards and is footing all associated costs. The fund frames the campaign as a response to perceived governance failures that, in its view, have damaged revenue, earnings and share price.

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The Bank of Nova Scotia (BNS) is issuing $1.355 million of Autocallable Contingent Coupon Notes (Series A) linked to Alphabet Inc. Class A shares (GOOGL).

  • Structure: Unsubordinated, unsecured senior notes; not CDIC/FDIC-insured; subject to BNS credit risk.
  • Tenor: Trade Date 11-Jul-2025; maturity 14-Jul-2028 (â‰�3 years) unless automatically called.
  • Coupons: 10.25% p.a. paid quarterly ($25.625 per $1,000) only if GOOGL â‰� 70% of Initial Value ($126.13) on each observation date. Coupons are not guaranteed.
  • Autocall: If on any quarterly Call Observation Date GOOGL closes â‰� Initial Value ($180.19), note is called at par plus the due coupon; no further payments.
  • Principal repayment: â€� If not called and Final Value â‰� Barrier (70% of initial), pay 100% principal.
    � If Final Value < Barrier, repay $1,000 + ($1,000 × Return), exposing investor to up to 100% loss.
  • Pricing economics: Issue price 100%; initial estimated value 96.724% ($967.24) due to internal funding rate and selling costs; underwriting commission 2%.
  • Liquidity: No listing; secondary market, if any, only through Scotia Capital (USA) Inc.; prices may include a bid/ask spread and be below estimated value, especially after a ~4 month temporary reimbursement period.
  • Key risks disclosed: contingent coupons may never be paid; full downside exposure below barrier; limited upside (no participation in Alphabet appreciation); credit risk of BNS; potential conflicts of interest; tax uncertainty (pre-paid derivative treatment assumed); FATCA / Section 871(m) considerations.
  • Minimum purchase: $1,000 (integral multiples thereafter); CUSIP 06419DBD4.
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National Rural Utilities Cooperative Finance Corporation (NRUC) filed a Rule 424(b)(3) pricing supplement for the issuance of Medium-Term Notes, Series D. The specific supplement (No. 10290) covers a single certificated note with the following key terms:

  • Principal amount: US $100,000, issued at 100% of par.
  • Coupon: 4.30% fixed, payable semi-annually on January 15 and July 15; record dates January 1 and July 1.
  • Original issue date: 15 July 2025; maturity: 15 May 2026 (â‰�10-month tenor).
  • Redemption: none (bullet maturity).
  • Agent’s commission: none disclosed, indicating direct placement.
  • Form: certificated (not book-entry).
  • The Series D programme allows unlimited aggregate principal issuance; this $100k note represents a negligible portion of potential capacity.

Hogan Lovells US LLP provided a standard legal opinion confirming that, upon proper execution and receipt of consideration, the note will be a valid and binding obligation of NRUC, subject to customary bankruptcy and equitable principles under District of Columbia cooperative law and New York law.

The filing is routine, adds minimal incremental debt, and does not alter NRUC’s capital structure or credit profile in any meaningful way.

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Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $1.456 million of unsecured Medium-Term Senior Notes, Series N linked to the S&P 500® Index, maturing 13 August 2026. Branded as â€�10% Buffer Securitiesâ€�, the notes pay no coupons; instead, principal repayment is contingent on index performance.

Economic terms

  • Principal: $1,000 per note
  • Upside: 110% participation in index gains, capped at $132 (+13.2%)
  • Downside: 10% buffer; losses beyond â€�10% are absorbed 1-for-1
  • Initial index value: 6,280.46 (10 Jul 2025)
  • Valuation date: 10 Aug 2026 (single observation)
  • Issue price vs. model value: $1,000 vs. $989.60 (â‰�1.0% premium)
  • Underwriting fee: up to $4.40 (0.44%)
  • Listing: None; secondary liquidity relies on dealer bidding
  • Credit: Senior unsecured claim on the issuer; fully and unconditionally guaranteed by Citigroup Inc.

Pay-off profile

  • Index rise â‰� â‰�12%: redemption = $1,000 + 110% of gain
  • Index rise > â‰�12%: redemption capped at $1,132
  • Index change 0% to â€�10%: full principal returned
  • Index fall > 10%: investor loses the percentage decline beyond 10%

Risk highlights include potential principal loss, zero interim income, capped upside, dependence on one valuation date, credit exposure to Citigroup, model value below offering price, limited liquidity, dealer conflicts in pricing/hedging, and uncertain U.S. tax treatment.

Distribution & proceeds: Citigroup Global Markets Inc. is sole underwriter, earning up to 0.44% plus hedging profits; net proceeds to issuer � $995.60 per note.

The notes suit investors seeking modest equity-linked appreciation with a 10% protective buffer, and who are comfortable sacrificing dividends, liquidity, and unlimited upside in exchange for capped participation and credit risk to Citigroup.

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FAQ

What is the current stock price of Citigroup (C)?

The current stock price of Citigroup (C) is $94 as of July 22, 2025.

What is the market cap of Citigroup (C)?

The market cap of Citigroup (C) is approximately 161.1B.

What are the primary business segments of Citigroup?

Citigroup organizes its operations into five key segments: services, markets, banking, US personal banking, and wealth management. Each segment targets distinct client needs ranging from corporate cross-border banking to individual financial solutions.

How does Citigroup generate revenue?

Revenue is generated through a diversified model that includes cross-border banking services, investment banking and trading operations, as well as a robust suite of personal banking and wealth management offerings. This multi-segment approach ensures diverse income streams.

What services does Citigroup offer to multinational corporations?

Citigroup provides multinational corporations with comprehensive financial services including cross-border banking, currency risk management, and tailored capital market solutions. Its global network ensures access to localized expertise with international reach.

How is Citigroup structured to serve both corporate and retail clients?

The company separates its operations into specialized segments such as corporate banking for business clients and US personal banking for individual consumers. This dual structure allows for precise and tailored financial services that meet varying client demands.

What distinguishes Citigroup from its competitors in global finance?

Citigroup is distinguished by its extensive global network and diversified service offerings, which range from complex investment banking to accessible retail financial products. Its integrated approach to risk management and technological innovation further enhances its competitive positioning.

How does Citigroup incorporate technology into its financial services?

Citigroup leverages advanced analytics, secure digital platforms, and innovative transaction processing systems to deliver efficient and reliable financial solutions. This commitment to technology integration helps streamline operations and maintain robust risk management.

What role does regulatory compliance play in Citigroup's operations?

Given the heavily regulated nature of the financial industry, Citigroup has established comprehensive risk management and internal control systems. These frameworks ensure adherence to global regulatory standards and help maintain operational integrity and client trust.
Citigroup Inc

NYSE:C

C Rankings

C Stock Data

161.08B
1.83B
1.01%
76.85%
1.81%
Banks - Diversified
National Commercial Banks
United States
NEW YORK