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?�
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Key development: On 14 July 2025 GSK plc filed a Form 6-K reporting that the US FDA has accepted for review a supplemental application to extend the indication of its RSV vaccine, Arexvy, to adults aged 18-49 who have at least one risk factor for severe RSV.
Market opportunity: GSK estimates roughly 21 million US adults under 50 carry comorbidities such as COPD, asthma or heart disease that heighten RSV risk, materially enlarging the vaccine’s current target population (50+ at risk).
Clinical support: The filing is supported by Phase IIIb study NCT06389487 (n = 1,458). In adults 18-49 at increased risk, neutralising antibody titres met non-inferiority to those �60 years and safety/reactogenicity matched earlier Phase III data used for initial approval.
Regulatory timeline: FDA decision is expected in H1 2026. Parallel submissions are underway in the EU and Japan, signalling a coordinated global expansion strategy.
Strategic context: Arexvy already holds approval in >60 countries for adults �60 and in >50 markets for high-risk adults 50-59. Successful label expansion would secure first-mover advantage in an RSV segment with limited competition and could accelerate revenue growth.
Limitations: The announcement contains no sales guidance; commercial impact remains contingent on regulatory approval, ACIP recommendations and real-world uptake.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity-Linked Securities maturing 20 July 2028. The unsecured notes are linked to the worst performer among three equity indices: EURO STOXX 50, Russell 2000 and S&P 500. Each $1,000 note may pay a fixed contingent coupon of at least 2.00% per quarter (� 8.00% p.a.) if, on the relevant valuation date, the worst-performing index closes at or above 70% of its initial level (the “coupon barrier�).
Automatic early redemption may occur on any of ten scheduled valuation dates (Jan-2026 to Apr-2028) if the worst-performing index is at or above its initial level, in which case investors receive $1,000 plus the coupon for that quarter. Otherwise, the notes continue to the next observation date.
Principal repayment at maturity: if the notes are not called and the worst-performing index finishes � 70% of its initial level on the final valuation date (17 Jul 2028), investors receive full principal ($1,000) plus the final coupon. Should the index finish < 70%, repayment equals $1,000 × (1 + index return), exposing investors to a 1-for-1 downside below the 70% barrier and potentially resulting in total loss of principal and all coupons.
Key structural details:
- Issue price: $1,000; proceeds to issuer � $975 after maximum $25 underwriting fee.
- Estimated value on pricing date: � $910 per note (below issue price).
- Indices observed only on scheduled valuation dates—no interim protection.
- Notes are not listed; liquidity is expected to be limited to dealer bid.
- All cash flows subject to credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Principal risks highlighted include: possibility of losing up to 100% of principal, missed coupons if the worst index drops below 70%, heightened risk from a worst-of, multi-asset structure, potential early call limiting income, significant secondary-market discount, and complex U.S. tax treatment. The document stresses that the higher coupon compensates for these elevated risks.
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing a new structured note: “Autocallable Contingent Coupon Equity-Linked Securities Linked to the Worst Performing of Broadcom Inc. (AVGO) and Palo Alto Networks Inc. (PANW), due 26 Jan 2027.� The $1,000-denominated senior unsecured notes offer a contingent coupon rate of at least 10.25% p.a. (paid quarterly at �2.5625% per period) but only if, on the relevant valuation date, the worst-performing share closes at or above its coupon barrier of 59% of its initial level. Any skipped coupons can “catch up� if the barrier is later met, but coupons missed through final valuation are permanently forfeited.
Principal repayment is conditional. If the securities are not automatically called, holders receive at maturity:
- $1,000 plus final coupon if the worst-performing share is � its final buffer value (also 59% of initial).
- A fixed number of worst-performing shares (or cash equivalent) if the final level is <59% of initial. This may be worth far less than $1,000 and could be $0 if the share price collapses.
Automatic early redemption (autocall) is possible on any of five quarterly dates starting 16 Oct 2025 if the worst-performing share is � its initial level; investors then receive $1,000 plus the due coupon, ending the trade early and limiting upside.
Key initial terms (set 10 Jul 2025): AVGO initial $275.40, PANW initial $192.07; coupon/ buffer levels fixed at 59% of each. The preliminary estimated value on the pricing date is expected to be �$928.50, below the $1,000 issue price, reflecting distribution fees ($12.50) and internal funding spread.
Risks highlighted: (1) up to 100% capital loss if the worst performer drops >41%; (2) no guarantee of any coupon; (3) credit risk of both CGMHI and Citigroup Inc.; (4) liquidity risk—no exchange listing and discretionary secondary market only through CGMI; (5) potential conflicts as CGMI is issuer, underwriter, calculation agent and hedger; (6) complex U.S. tax treatment and potential 30% withholding for non-U.S. investors; (7) estimated value and secondary bid likely well below issue price due to hedging costs and bid–ask spread.
For investors seeking enhanced yield relative to plain-vanilla Citigroup senior debt, the note provides double-digit income potential and 41% downside buffer, but only by taking correlated single-stock equity risk, autocall truncation risk and issuer credit exposure. The security is therefore suitable solely for sophisticated investors who can tolerate equity-level volatility and illiquidity for up to 18 months.
Lexaria Bioscience Corp. (NASDAQ: LEXX) Q3 FY-2025 Form 10-Q highlights
- Revenue: $174 k for the quarter (+107% y/y); $532 k for nine months (+40% y/y). 98% of YTD sales stem from two IP-licensing customers.
- Profitability: Q3 net loss widened to $3.79 m (-113% y/y). Nine-month net loss rose to $9.21 m (-155% y/y) as R&D spending accelerated to $6.36 m (+356%). Basic/diluted loss per share: $0.53 YTD.
- Cash & Liquidity: Cash fell to $4.59 m from $6.50 m at FY-2024 year-end. Operating cash burn YTD: $7.81 m (vs $3.07 m prior year). Company raised $6.05 m net via two registered direct offerings and limited ATM activity, boosting shares outstanding to 19.56 m (+24%).
- Balance Sheet: Total assets declined 24% to $6.74 m; equity fell 33% to $5.17 m. Working capital: $4.32 m. Warrants outstanding: 7.30 m (WAEP $3.75); options: 1.48 m (WAEP $2.29).
- Going Concern: Management states “substantial doubt� about ability to continue operations beyond 12 months without additional capital, though current cash is expected to last through Q3 FY-2026.
- Pipeline Progress: DehydraTECH drug-delivery platform advanced with multiple GLP-1 studies:
- Completed 9-subject tirzepatide pilot; reported 47% fewer adverse events vs Zepbound®.
- Finished dosing in 5-arm 12-week Australian Phase 1b (semaglutide, tirzepatide, CBD); results expected Q4 CY-2025.
- Finished 10-subject liraglutide pilot; 23% fewer AEs vs Saxenda®.
- Obese-rat study and biodistribution work ongoing.
- Financings & Capital Markets: Oct-2024 $5 m gross (shares @ $3.06) with 4.55 m five-year warrants; Apr-2025 $2 m gross (shares @ $1.00) plus 70 k warrants.
- Customer & Segment Data: Two customers account for 100% of revenue; business segments: Intellectual Property, B2B Production, R&D, Corporate.
Outlook: Lexaria plans further clinical work under its GLP-1/CBD programs and a Phase 1b hypertension study (FDA IND cleared but unfunded). Continuation is contingent on securing additional equity, debt or partnership funding; otherwise, cost-cutting or asset sales may ensue.
Synopsys, Inc. (SNPS) filed a Form 8-K on July 14, 2025 to furnish a press release (Exhibit 99.1) under Item 8.01 � Other Events. The filing states only that the release relates to the proposed acquisition of Ansys and incorporates the release by reference; the text of the release itself is not included in the 8-K.
The report contains standard forward-looking-statement and no-offer disclaimers, highlighting typical closing risks such as regulatory approvals, legal proceedings, integration challenges and business disruptions. No financial results, guidance, or new transaction terms are disclosed.
Accordingly, the 8-K serves an administrative purpose—placing the press release into the public record—without providing additional quantitative or qualitative information that would alter Synopsys� investment thesis.
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering Callable Contingent Coupon Equity-Linked Securities maturing 21 July 2027. The unsecured notes are linked to the worst performer of three U.S. equity indices � the Dow Jones Industrial Average, the Russell 2000 and the S&P 500. Each $1,000 note may pay a quarterly contingent coupon of at least 0.7375 % (� 8.85 % p.a.) only if, on the relevant valuation date, the worst-performing index closes at or above 70 % of its initial level (the coupon barrier). Coupons are forgone for any period in which this test fails.
The issuer may call the notes in whole on any of six potential redemption dates beginning 16 January 2026. If called, investors receive $1,000 plus the applicable coupon, ending further upside from coupon accrual.
At maturity, provided the notes were not called, repayment depends on the final level of the worst-performing index relative to a 90 % “final buffer�:
- If worst performer � 90 % of its initial level � investor receives full principal ($1,000) plus any final coupon.
- If worst performer < 90 % � principal is reduced 1 % for every 1 % decline beyond the 10 % buffer: Redemption = $1,000 × [1 + (index return + 10 %)]. Maximum loss equals nearly full principal.
Key terms: pricing date 16 July 2025; issue price $1,000; estimated value � $935 (below issue price); underwriting fee up to $7.50; CUSIP 17333LMQ5; unlisted; secondary market, if any, only through CGMI.
Principal risks highlighted by the issuer include:
- Credit risk of Citigroup Global Markets Holdings Inc. and guarantor Citigroup Inc.
- Loss of principal if worst performer falls > 10 %.
- Coupons are not fixed; investors may receive few or none.
- Early redemption limits income potential and reinvestment options.
- No participation in index upside and no dividend entitlement.
- Illiquidity � no exchange listing and discretionary secondary market making.
- Estimated value is below issue price due to fees, hedging costs and internal funding rate.
Investors must also consider tax uncertainty (pre-paid forward characterization not yet confirmed by IRS) and heightened volatility/ correlation risk from a three-index “worst-of� structure. The product is therefore suited only for investors comfortable with equity-market downside, issuer credit exposure and limited liquidity in exchange for a potentially attractive contingent yield.
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering Callable Contingent Coupon Equity-Linked Securities maturing 21 July 2027. The unsecured notes are linked to the worst performer of three U.S. equity indices � the Dow Jones Industrial Average, the Russell 2000 and the S&P 500. Each $1,000 note may pay a quarterly contingent coupon of at least 0.7375 % (� 8.85 % p.a.) only if, on the relevant valuation date, the worst-performing index closes at or above 70 % of its initial level (the coupon barrier). Coupons are forgone for any period in which this test fails.
The issuer may call the notes in whole on any of six potential redemption dates beginning 16 January 2026. If called, investors receive $1,000 plus the applicable coupon, ending further upside from coupon accrual.
At maturity, provided the notes were not called, repayment depends on the final level of the worst-performing index relative to a 90 % “final buffer�:
- If worst performer � 90 % of its initial level � investor receives full principal ($1,000) plus any final coupon.
- If worst performer < 90 % � principal is reduced 1 % for every 1 % decline beyond the 10 % buffer: Redemption = $1,000 × [1 + (index return + 10 %)]. Maximum loss equals nearly full principal.
Key terms: pricing date 16 July 2025; issue price $1,000; estimated value � $935 (below issue price); underwriting fee up to $7.50; CUSIP 17333LMQ5; unlisted; secondary market, if any, only through CGMI.
Principal risks highlighted by the issuer include:
- Credit risk of Citigroup Global Markets Holdings Inc. and guarantor Citigroup Inc.
- Loss of principal if worst performer falls > 10 %.
- Coupons are not fixed; investors may receive few or none.
- Early redemption limits income potential and reinvestment options.
- No participation in index upside and no dividend entitlement.
- Illiquidity � no exchange listing and discretionary secondary market making.
- Estimated value is below issue price due to fees, hedging costs and internal funding rate.
Investors must also consider tax uncertainty (pre-paid forward characterization not yet confirmed by IRS) and heightened volatility/ correlation risk from a three-index “worst-of� structure. The product is therefore suited only for investors comfortable with equity-market downside, issuer credit exposure and limited liquidity in exchange for a potentially attractive contingent yield.
TAO Synergies Inc. (formerly Synaptogenix, Inc.) has filed a Form S-3 shelf registration to permit the resale of up to 5,044,850 shares of common stock on behalf of existing security-holders.
The shares comprise:
- 1,919,016 shares issuable on conversion of 5,500 Series D Convertible Preferred Shares (initial conversion price $3.00).
- 1,833,333 shares underlying Investor Warrants (exercise price $3.00; five-year term).
- 1,200,000 shares underlying Consultant Warrants with exercise prices of $4.00�$12.00 and staggered vesting over 12 months.
- 92,500 shares underlying Placement Agent Warrants (exercise price $3.00).
The resale registration is required under a June 9 2025 Registration Rights Agreement tied to a recent private placement. TAO Synergies will receive no proceeds from the resale itself; however, full cash exercise of all warrants would deliver approximately $14.9 million in gross proceeds, which the company intends to deploy for general working capital and acquisition of TAO tokens for its cryptocurrency treasury strategy.
Capital structure impacts
The Series D Preferred accrues a 5 % cash dividend (15 % upon a Triggering Event) and must be redeemed in quarterly installments beginning September 30 2025 at 107 % of the amortisation amount. The conversion and warrant terms include full-ratchet, price-based anti-dilution adjustments. Issuance above 19.99 % of outstanding common stock is subject to Nadaq shareholder approval by September 1 2025 and customary beneficial-ownership caps.
Strategic pivot
Management has repositioned the company around a crypto-treasury model focused on staking the Bittensor network’s TAO token. Recent corporate actions include a name/ticker change (to “TAOX� on Nasdaq) and the formation of a Bryostatin asset monetisation committee.
Key risks highlighted
- Material dilution from conversion of preferred stock and exercise of warrants.
- Dependence on volatile TAO token prices; crypto-market downturns could impair asset values and liquidity.
- Operational, custodial, staking and regulatory uncertainties associated with crypto holdings.
- Quarterly cash outflows for preferred redemptions and 5 % dividends.
The last reported TAOX share price on July 11 2025 was $8.95, implying that the $3.00 conversion and exercise prices are deeply in-the-money for selling shareholders, which could accelerate resale once the registration becomes effective.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol C), is offering Callable Contingent Coupon Equity-Linked Securities maturing on 24 Jun 2027. The notes are linked to the worst-performing of three U.S. equity indices—the Nasdaq-100 Technology Sector Index, Russell 2000 Index and S&P 500 Index—and give investors:
- Contingent coupons: at least 0.6667% per month (~8.00% p.a.) payable only if, on the relevant valuation date, the worst-performing index closes � 70 % of its initial level (the “coupon barrier�).
- Callable feature: the issuer may redeem the notes monthly from Oct 2025 onward at $1,000 plus any accrued coupon, limiting upside duration.
- Principal at risk: at maturity investors receive $1,000 only if the worst-performing index is � 60 % of its initial level (the “final barrier�). Otherwise, repayment is reduced dollar-for-dollar with index loss, potentially to $0.
- Issue price / fees: $1,000 face; estimated value on pricing date � $919; underwriting fee up to $17.25 (1.725%).
- Liquidity & listing: no exchange listing; any secondary market will be made solely at Citigroup’s discretion.
Key risks highlighted include loss of principal below the 60 % barrier, missed coupons when the worst index is < 70 %, issuer call risk, multiple-underlying “worst-of� exposure, credit risk of Citigroup, limited liquidity and uncertain tax treatment (possible 30 % withholding for non-U.S. holders).
The product targets yield-seeking investors who can tolerate equity downside, complex payoff mechanics and issuer credit exposure in exchange for a conditional high coupon.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering Autocallable Contingent Coupon Equity-Linked Securities linked to Eli Lilly and Company (LLY). The $1,000-denominated senior notes mature on 27 July 2028, unless automatically redeemed earlier.
Income profile. On each scheduled quarterly valuation date, investors will receive a contingent coupon of at least 3.0375 % ($30.375), equivalent to a minimum 12.15 % annualised rate, only if LLY’s closing price is � the Coupon Barrier (70 % of the initial price). Missed coupons are not recoverable.
Autocall feature. Beginning 26 Jan 2026 and on every subsequent valuation date except the final one, the notes will be automatically redeemed at par plus the coupon if LLY’s closing value is � its initial value. Early redemption can occur as soon as six months after issuance, capping the maximum holding period and coupon stream.
Principal at risk. If the notes are not called and LLY ends below the Final Barrier (70 % of initial) on 24 Jul 2028, repayment is $1,000 + ($1,000 × Underlying Return). Investors therefore lose 1 % of principal for each 1 % that LLY declines beneath the barrier, down to zero.
Key economics and costs. Issue price: $1,000; underwriting fee: up to $28; net proceeds: $972. Citigroup estimates the fair value at $909, reflecting embedded selling, structuring and hedging costs. The securities will not be listed, and secondary liquidity depends solely on Citigroup Global Markets Inc.
Risk highlights. (i) Up to 100 % capital loss if LLY falls �30 % by final valuation; (ii) coupons are not guaranteed; (iii) automatic redemption may truncate high-yield potential; (iv) credit exposure to Citigroup Global Markets Holdings Inc. and Citigroup Inc.; (v) product complexity, illiquidity and potentially adverse tax treatment. The preliminary supplement includes extensive risk factors and notes that Citigroup reports Q2 2025 earnings on 15 Jul 2025, before pricing.
Illustrative scenarios. Hypothetical tables show that a $110 final price (�10 %) delivers $1,030.375, while a $30 final price (�70 %) returns $300; a total loss occurs if LLY closes at $0.
The documents referenced (product supplement EA-04-10, prospectus supplement & prospectus dated 7 Mar 2023) should be reviewed in full before investing.