CITIGROUP INC 424B Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, autocallable medium-term senior notes linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, each with a $1,000 stated principal amount and maturing on August 19, 2031 unless redeemed earlier.

The notes pay no interest and do not guarantee principal repayment. On scheduled valuation dates from August 17, 2027 through August 14, 2031, the notes are automatically redeemed if the worst performing index is at or above its initial value, paying $1,000 plus a premium of at least 9.35% on the first valuation date, rising to at least 46.75% on the final valuation date. If held to maturity and not called, investors receive $1,000 plus the final premium if the worst index is at or above its initial value; $1,000 if it is below its initial value but at or above 70% of that value; or $1,000 plus the index return of the worst index (downside 1-for-1) if it finishes below the 70% barrier, which can result in a total loss.

The issue price is $1,000, including up to a $41.25 underwriting fee, with estimated value on the pricing date of at least $900. The notes are subject to the credit risk of both issuers, limited or no secondary market liquidity, complex payoff features, and uncertain U.S. tax treatment expected to follow a prepaid forward contract approach.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due July 17, 2028. Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 0.8042% per period (about 9.65% per year) only if, on the relevant valuation date, the worst performing of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index is at or above its coupon barrier.

Both the coupon barrier and final barrier for each index are set at 70% of its initial value. If not called and the worst-performing index on the final valuation date is at or above its final barrier, investors receive $1,000 plus any final coupon; if it is below, the payoff is $1,000 plus the index return of that worst-performing index, which can reduce repayment to zero. The issuer may redeem the notes in whole on specified dates at $1,000 plus any due coupon. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $921 per security versus the $1,000 issue price, and CGMI will receive an underwriting fee of up to $22.25 per security.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of Bank of America Corporation and Morgan Stanley, maturing on February 17, 2028.

The notes have a $1,000 stated principal amount and pay a contingent coupon of 2.875% of principal per valuation period (an annual rate of 11.50%) only if, on the relevant valuation date, the worst-performing stock is at or above its coupon barrier, set at 60% of its initial value. Missed coupons can be recaptured later if the barrier is subsequently met, but may be lost entirely if it is never met.

Beginning November 13, 2026, the notes are automatically called if the worst performer is at or above its initial value on an autocall date, returning $1,000 plus the coupon. If not redeemed and the worst performer finishes below its 60% final barrier, investors receive shares (or cash) of that stock worth less than principal and possibly zero, with no final coupon. Estimated value on the pricing date is expected to be at least $931 per note versus a $1,000 issue price, reflecting embedded costs and dealer compensation.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable securities linked to the worst performing of the Russell 2000®, S&P 500® and S&P MidCap 400® indices, as Medium-Term Senior Notes, Series N, due August 19, 2031.

The notes have a $1,000 stated principal amount, pay no interest and may be automatically redeemed on scheduled valuation dates starting February 16, 2027 if the worst performing index is at or above its initial level, in which case investors receive $1,000 plus a fixed premium (from at least 5.025% initially up to at least 50.25% on the final valuation date). If not redeemed early, at maturity investors receive $1,000 plus the final premium if the worst performer is at or above its initial level, $1,000 if it is below the initial level but at or above 75.00% of that level, or a loss matching the negative return of the worst performer if it is below the barrier, down to possible total loss of principal.

The issue price is $1,000 per note, with up to $30.50 per note as underwriting fee and at least $910.50 estimated value on the pricing date. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and the notes are expected to have limited or no liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing medium-term senior unsecured equity-linked notes tied to the worst performer of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index, maturing August 31, 2028, in $1,000 denominations.

The notes pay a contingent coupon of at least 1.0125% of principal per observation period (at least 12.15% per annum) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. If this condition is not met, no coupon is paid for that period.

If not called earlier on specified redemption dates, maturity repayment depends solely on the worst-performing index. If its final level is at or above 70% of its initial level, investors receive $1,000 plus any final coupon; otherwise repayment is $1,000 plus $1,000 times that index’s return, exposing investors to losses up to total principal.

The issuer may redeem the notes early at par plus any due coupon. Notes are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, limited liquidity, complex U.S. tax treatment and an initial estimated value (expected to be at least $936) that is below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity linked securities due August 30, 2029, with a $1,000 stated principal amount per security. The notes are linked to the worst performing of the Russell 2000® Index, the S&P 500® Index and the State Street® Utilities Select Sector SPDR® ETF.

On each valuation date, investors receive a contingent coupon of at least 0.9208% of principal (about 11.05% per annum) only if the worst performing underlying is at or above 70% of its initial value. If, at final valuation, the worst performing underlying is below its 70% final barrier, principal is reduced 1% for each 1% decline and may fall to zero.

The issuer may redeem the notes in whole on specified potential redemption dates at $1,000 plus any due coupon. The issue price is $1,000, including a $5.00 underwriting fee and $995.00 in proceeds to the issuer, with an estimated initial value of at least $926.50 per security, all payments subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities with a stated principal of $1,000 per security, linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, and maturing on August 29, 2029.

Investors may receive a contingent coupon of at least 0.5875% per period (at least 7.05% per annum) only if, on each valuation date, the worst performing index is at or above its coupon barrier; otherwise, no coupon is paid. The notes may be automatically redeemed on specified dates starting February 24, 2027 if the worst performing index is at or above its initial level, in which case investors receive $1,000 plus the applicable coupon.

If not called, at maturity investors receive $1,000 per note if the worst performing index is at or above its final barrier; otherwise they receive $1,000 plus the index return of the worst performer, which can result in a significant loss of principal, potentially down to zero. The issue price is $1,000, with an underwriting fee of up to $29.50 and minimum proceeds to the issuer of $970.50 per note; the issuer expects an estimated value of at least $912.00. The securities involve complex risks, including issuer and guarantor credit risk and uncertain U.S. tax treatment with potential 30% withholding for certain non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Enhanced Barrier Digital Securities linked to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 Indexes, maturing on February 3, 2028. Each security has a stated principal amount of $1,000 and pays no interest.

At maturity, if the worst performing index finishes at or above 70% of its initial level (its final barrier value), investors receive $1,162 per security, a fixed digital return of 16.20%, regardless of how far any index has risen. If the worst performer finishes below its barrier, repayment falls 1% for every 1% decline from its initial level, with losses up to 100% of principal.

The notes are subject to the credit risk of both issuers, provide no dividends or voting rights, and may have limited or no secondary market. The issue price is $1,000 per security, including an underwriting fee of up to $8.75, while the estimated value on the pricing date is $986.30, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, due September 5, 2031. Each security has a $1,000 stated principal amount.

The notes pay a 1.1792% contingent coupon per period (about 14.15% per annum) only if, on the relevant valuation date, the index is at or above 75% of its initial level; missed coupons can be paid later if the barrier is subsequently met. The notes are autocallable on specified dates if the index is at or above its initial level, in which case investors receive $1,000 plus applicable coupons. If not called, principal repayment depends on the final index level: full principal is returned if the index is at or above 80% of its initial level; below that, investors incur losses beyond the 20% buffer, with 1‑for‑1 downside exposure beyond the buffer and potential loss of most of the investment.

The issue price is $1,000 per security, including up to $10.00 underwriting fee, with at least $990.00 in proceeds to the issuer per security and an estimated value of at least $877.50 based on Citigroup Global Markets Inc.’s models. The filing highlights significant product, index, market, credit, and tax risks, including the possibility of no coupons, substantial principal loss and early redemption at a model-based fair value if certain index modifications occur.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, with a stated principal of $1,000 per security and maturity on August 29, 2031, subject to automatic early redemption.

The notes pay a contingent coupon of 1.3042% per month (about 15.65% per year) only if, on the relevant valuation date, the index is at or above 75% of its initial level; missed coupons are "memory"-paid on a later date if the barrier is again met. The notes may be automatically called on specified dates if the index is at or above its initial level, returning $1,000 plus due coupons.

If not called, at maturity investors receive $1,000 per note if the final index level is at least 60% of the initial level; otherwise the payoff is $1,000 plus $1,000 times the index return, exposing investors to substantial principal loss and possibly a total loss. The issue price is $1,000, including up to $45 underwriting fee, with at least $955 in proceeds to the issuer and an estimated initial value of at least $850 based on internal models. The underlying index is complex, uses leverage up to 500%, includes a 6% annual decrement and other costs, and may significantly underperform the S&P 500 Index. The securities carry issuer and guarantor credit risk and feature complex U.S. tax and non-U.S. withholding considerations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering buffered autocallable securities with a stated principal of $1,000 per security linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, maturing on August 29, 2031.

The notes may be automatically redeemed on scheduled valuation dates from 2027 to 2031 if the index closes at or above its initial value, paying $1,000 plus a fixed premium that starts at 18.8500% and rises to 94.2500% of principal on the final valuation date. If held to maturity and not called, investors receive principal plus the final premium if the index is at or above its initial level, full principal back if the index is between the initial level and the 80% buffer, and a loss on a 1‑for‑1 basis beyond the 20% buffer percentage.

The underwriting fee is up to $45 per $1,000 security, with proceeds to the issuer of at least $955, and the estimated value on the pricing date is expected to be at least $850. The complex underlying index uses up to 500% leveraged futures exposure, a 40% volatility target, and a 6% per annum decrement, and may materially underperform the S&P 500 Index. The securities pay no dividends, may be illiquid, involve significant market and structural risks, and are expected to be treated as prepaid forward contracts for U.S. federal income tax purposes, with specific considerations for Non‑U.S. holders and potential Section 871(m) implications.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., plans to issue Autocallable Contingent Coupon Market-Linked Securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, each with a $1,000 stated principal amount maturing on September 2, 2036 unless called earlier.

The notes pay a monthly contingent coupon of at least 0.7542% (about 9.05% per year) only if the index closes on the prior valuation date at or above 75% of its initial level. If on any of many scheduled autocall dates the index is at or above its initial level, the notes are automatically redeemed at $1,000 plus that coupon, ending future payments. Investors do not participate in index upside or receive dividends. The underlying index is complex and risky, using up to 500% leveraged futures exposure, a 35% volatility target and a 6% per annum decrement, and has historically lagged the S&P 500 Index. The issue price is $1,000, including a $50 underwriting fee, while the estimated value is expected to be at least $853.50 per note. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and liquidity may be limited, with potential losses on sale before maturity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the iShares MSCI EAFE ETF and the iShares MSCI Emerging Markets ETF, maturing on August 1, 2030, with a stated principal of $1,000 per security.

The notes pay a contingent coupon of 1.2292% of principal (about 14.75% per annum) on each observation date only if the worst-performing ETF is at or above its coupon barrier (EFA: $72.737; EEM: $44.534). Principal is protected at maturity only if the worst-performing ETF is at or above its final barrier (EFA: $62.346; EEM: $38.172); otherwise repayment is reduced one-for-one with the underlying loss and can fall to zero.

The issuer may redeem the notes in whole on specified dates at $1,000 plus any due coupon. Total offering size is $771,000, with a $5.00 per-note underwriting fee and an estimated value of $983.40 per note based on Citigroup Global Markets Inc.’s models.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing August 9, 2029. These callable contingent coupon equity-linked securities pay a contingent coupon of at least 0.9292% of principal per period (about 11.15% per year) only if, on the relevant valuation date, the worst performing index is at or above 70% of its initial level.

At maturity, if not earlier redeemed and the worst index is at or above 65% of its initial level, investors receive the $1,000 principal per security (plus any final coupon). If it is below 65%, repayment is reduced 1% for each 1% decline in that index, potentially to zero. Citigroup may call the notes on multiple scheduled dates, paying $1,000 plus any due coupon, which can cap future income.

The notes are subject to the credit risk of both issuers, provide no dividends or upside from any index, and can suffer from limited or no secondary market liquidity. The estimated value on the pricing date is expected to be at least $931.50 per $1,000 note, reflecting embedded costs. The product carries complex market, correlation, structural and tax risks, including potential 30% withholding on coupons for some non-U.S. holders and uncertainty under Section 871(m).

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, due August 29, 2031, with a stated principal of $1,000 per security.

The notes pay a contingent coupon of at least 1.00% per period (at least 12.00% per annum) only if the index closes on or above 70% of its initial value on each valuation date; missed coupons can be paid later if the barrier is subsequently met. The notes are autocallable from August 26, 2027 onward if the index is at or above its initial value, returning $1,000 plus due coupons.

At maturity, investors receive $1,000 if the index is at or above 85% of its initial value; below that level, principal is reduced based on losses beyond the 15% buffer, with potential for substantial loss of principal. The issue price is $1,000, including an underwriting fee of $45 and proceeds to the issuer of $955, while the estimated value is expected to be at least $850 per note. The underlying index is complex, can employ leverage up to 500%, embeds a 6% per annum decrement and other notional costs, and may significantly underperform the S&P 500 Index. The notes involve issuer and guarantor credit risk, complex index methodology, secondary market and valuation uncertainty, and uncertain and potentially adverse U.S. tax and withholding treatment, especially for non-U.S. investors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the S&P 500® Index, due August 3, 2029. Each security has a stated principal amount of $1,000 and pays a contingent coupon of 0.4917% of principal per month (approximately 5.90% per annum) only if, on the relevant valuation date, the index is at or above a coupon barrier equal to 60.00% of its initial level.

The notes are subject to automatic early redemption on specified potential autocall dates if the index is at or above its initial level, in which case investors receive $1,000 plus the due coupon and any previously unpaid coupons. If not called, repayment at maturity depends on the final index level. Investors receive $1,000 if the final level is at or above a final barrier of 50.00% of the initial level; otherwise the payoff is $1,000 plus $1,000 times the index return, exposing holders to losses up to their entire investment.

The issue price is $1,000 per security, including up to $6.00 in underwriting fees, with at least $935 estimated value on the pricing date and $994 minimum proceeds to the issuer. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market liquidity, and involve complex risks and uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked medium-term senior notes due August 12, 2031. Each security has a $1,000 stated principal amount and is linked to the worst performing of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index. On each valuation date, investors receive a contingent coupon of at least 1.3417% of principal (about 16.10% per year, set on the pricing date) only if the worst performing index closes at or above its coupon barrier, set at 80.00% of its initial value.

If the notes are not called and on the final valuation date the worst performing index is at or above its final barrier (also 80.00% of initial), investors receive $1,000 plus any final coupon. If it is below the final barrier, repayment is reduced dollar-for-dollar with the index loss, down to zero, and no final coupon is paid. Citigroup may redeem the notes in whole on specified dates at $1,000 plus any due coupon, capping future income. Per note, the issue price is $1,000, with an underwriting fee of up to $5.00 and minimum proceeds to the issuer of $995.00; the estimated value on the pricing date is expected to be at least $937.50. Investors face the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., potential loss of principal, possible non-payment of coupons, limited liquidity and complex U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities linked to Space Exploration Technologies Corp., with a $1,000 stated principal amount per security and maturity on August 23, 2029, unless called earlier.

The notes pay a contingent coupon of at least 6.25% per quarter of principal (at least 25.00% per annum) only if SpaceX’s closing value on the prior valuation date is at or above a coupon barrier set at 60% of the initial underlying value; otherwise no coupon is paid. On scheduled potential autocall dates, if the underlying closes at or above its initial value, the notes are automatically redeemed at $1,000 plus the coupon, which can limit upside from future coupons.

If not redeemed early, at maturity investors receive $1,000 per security only if the final underlying value is at or above a 60% final barrier; if it is lower, repayment is $1,000 plus $1,000 × underlying return, exposing principal to full downside below the barrier and potentially to near-total loss. The issue price is $1,000, with an underwriting fee of $40 and proceeds to the issuer of $960 per security; the estimated value on the pricing date is expected to be at least $874.50, below the issue price. The securities carry issuer and guarantor credit risk, complex payoff features, significant tax uncertainty, and potential 30% withholding on coupon payments to certain non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities tied to Advanced Micro Devices, Inc. (AMD), maturing in August 2029. Each security has a $1,000 stated principal amount and may pay high contingent coupons at an annualized rate of at least 22.25%, but only when AMD’s share price on scheduled valuation dates is at or above a coupon barrier set at 60% of the initial share value.

The notes can be automatically called on specified autocall dates if AMD’s closing price is at or above its initial level, returning $1,000 plus the applicable coupon and ending further payments. If not called, principal repayment at maturity depends on AMD’s final price relative to a final barrier, also at 60% of the initial value. If AMD finishes below this barrier, investors lose 1% of principal for every 1% AMD has declined, potentially losing the entire investment.

All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $887 per $1,000 note, below the issue price, reflecting structuring and hedging costs. Liquidity may be limited, tax treatment is uncertain, and non‑U.S. holders may face 30% withholding on coupons.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to NVIDIA Corporation common stock, maturing August 23, 2029. Each security has a $1,000 stated principal amount and pays quarterly contingent coupons only if NVIDIA’s closing value on the relevant valuation date is at or above a coupon barrier set at 60% of the initial value. The indicative contingent coupon is at least 2.90% per quarter (about 11.60% per year).

The notes can be automatically called on specified dates starting February 18, 2027 if NVIDIA’s closing value is at or above its initial value, in which case investors receive $1,000 plus the coupon for that period. If the notes are not called and the final NVIDIA value is below the 60% final barrier, repayment of principal is reduced 1-for-1 with NVIDIA’s decline and may fall to zero. Investors receive no dividends or upside participation in NVIDIA, face limited or no liquidity, and are exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer expects the estimated value on the pricing date to be at least $895 per $1,000 security, below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable securities under its Medium-Term Senior Notes, Series N, linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal amount, no interest payments, and no principal guarantee.

The notes may be automatically redeemed on scheduled valuation dates from August 16, 2027 through August 18, 2036 if the index closing value is at or above the initial level, paying $1,000 plus a fixed premium that steps up from at least 23.60% to 236.00% of principal, depending on the redemption date. If not called, at maturity on August 21, 2036 investors receive $1,000 plus the final premium if the index is at or above its initial level, $1,000 if the index is below the initial but at or above 50% of the initial level, and $1,000 plus $1,000 times the index return if the final level is below the 50% barrier, exposing investors to 1‑for‑1 downside and possible total loss.

The underwriting fee is $50 per $1,000 security, with proceeds to the issuer of $950 per security and an estimated initial value of at least $850 based on CGMI models. The underlying index is complex and may be highly leveraged, includes a 6% per annum decrement and implicit financing costs, and may significantly underperform the S&P 500 Index. The notes involve issuer and guarantor credit risk, limited or no secondary market liquidity, complex tax treatment, and are described as suitable only for investors able to understand and bear these risks.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, autocallable medium-term senior notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal amount, pays no interest and may be automatically redeemed on scheduled valuation dates if the index closes at or above its initial level, returning $1,000 plus a fixed premium that starts at 18.75% in 2027 and rises to 93.75% on August 18, 2031.

If not called, at maturity on August 21, 2031 you receive $1,000 plus the final-date premium if the final index value is at least 60% of the initial value; otherwise repayment is $1,000 plus $1,000 times the index return, giving full downside exposure and potentially zero return of principal. The underlying index uses up to 500% leveraged exposure, a 35% volatility target and a 6% per annum decrement, and is expected to underperform the S&P 500 Index. The issue price is $1,000, including a $50 underwriting fee (proceeds to issuer $950), and the estimated value on the pricing date is expected to be at least $851.50. Investors face Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, complex index and tax features, limited liquidity and a material risk of losing some or all of their investment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, due August 21, 2036, with a stated principal of $1,000 per security.

Investors may receive quarterly contingent coupons of at least 3.125% of principal (at least 12.50% per annum) only if the index is at or above a coupon barrier set at 50% of the initial index level. From August 2027 onward, the notes are automatically called if on designated dates the index is at or above its initial level, returning $1,000 plus the coupon. If not called and the final index level is below the 50% final barrier, principal is reduced one-for-one with the index loss and can fall to zero.

The underlying index itself is complex and risky: it uses up to 500% leverage to a futures-based S&P 500® index, targets 35% volatility, and applies a 6% per annum decrement, all of which can cause it to materially underperform the S&P 500® Index. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market, and are treated for U.S. tax purposes under a prepaid forward contract approach with significant uncertainty.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes linked to the Invesco QQQ Trust, Series 1, with a stated principal amount of $10,000 per security and scheduled maturity on August 3, 2028, subject to automatic early redemption.

The notes feature an automatic call on August 6, 2027 if QQQ’s closing value is at or above its initial level, paying $11,505 per security (principal plus a 15.05% premium). If held to maturity and not called, investors receive enhanced upside at a 125% participation rate when the final QQQ value exceeds the initial value.

A 10% buffer applies: if the final QQQ value is between 90% and 100% of the initial value, investors are repaid $10,000; below 90%, they receive QQQ shares (or cash equivalent) worth less than principal and could lose their entire investment. The underwriting fee is $175 per security, net proceeds to the issuer are $9,825, and CGMI’s estimated value on the pricing date is expected to be at least $9,350 per security. The product is complex, pays no dividends, is not FDIC insured, and carries issuer and guarantor credit risk as well as intricate U.S. tax considerations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities due August 19, 2031, linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal amount and is issued under the Medium-Term Senior Notes, Series N program.

The notes pay a contingent coupon of 1.1917% per period (about 14.30% per annum) only when the index is at or above 70% of its initial level on the relevant valuation date; missed coupons can be recouped later if the barrier is met. The notes may be automatically called on scheduled autocall dates if the index is at or above its initial level, returning $1,000 plus applicable coupons. At maturity, if not called, investors receive $1,000 if the index is at or above 85% of its initial level; otherwise principal is reduced 1-for-1 for losses beyond the 15% buffer, potentially down to a significant loss. The issue price is $1,000, including up to a $10 underwriting fee, with at least $850 estimated value per note, and the issuer highlights extensive market, structural, credit, and tax risks, including the possibility of early issuer redemption upon certain index modifications.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable unsecured senior notes linked to the worst performing of the Russell 2000® Index and the S&P 500® Index, maturing on September 6, 2029. Each security has a $1,000 stated principal amount and pays no interest. On valuation dates in 2027 and 2028, if the worst performing index is at or above its initial value, the notes are automatically redeemed at $1,000 plus a premium of at least 11.25% or 22.50%, respectively. If held to maturity and not called, investors receive $1,000 plus at least 33.75% if the worst performer is at or above its initial value, $1,000 if it is below the initial value but at or above 65% of that value, and otherwise 1:1 downside exposure to the decline in the worst index, potentially losing their entire investment. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated value on the pricing date is expected to be at least $916 per security, below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the Russell 2000® Index and the S&P 500® Index, due March 3, 2028. Each security has a $1,000 stated principal amount.

The notes pay a contingent quarterly coupon of at least 2.00% of principal (at least 8.00% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 75.00% of its initial value. If on any potential autocall date the worst-performing index is at or above its initial value, the notes are automatically redeemed for $1,000 plus the coupon, which can shorten the investment.

If the notes are not called and on the final valuation date the worst-performing index is below its final barrier (also 75.00% of initial), repayment of principal is reduced 1% for each 1% decline in that index, with no minimum payment, so the principal repayment may be zero. Investors do not receive dividends, have limited liquidity, bear the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and face complex and uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Buffered Equity Linked Securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, with a stated principal amount of $1,000 per security.

The notes pay a fixed coupon of 0.6042% monthly (about 7.25% per annum) until maturity or automatic early redemption. If on any potential autocall date the index is at or above its initial value, the notes are called at $1,000 plus the coupon, ending future payments.

At maturity, if not called, investors receive the final coupon plus principal if the index has not fallen more than the 15% buffer. Below the 85% downside threshold, principal is reduced 1% for each 1% decline beyond the buffer. Citigroup expects the estimated value on the pricing date to be at least $850 per $1,000 issue price, reflecting structuring, hedging costs and its internal funding rate. The complex underlying index uses leveraged, volatility-targeted futures exposure and a 6% per annum decrement, and may significantly underperform the S&P 500 Index, creating a high-risk profile.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured market-linked medium-term senior notes linked to the S&P 500 Futures Excess Return Index and maturing on September 5, 2031. Each security has a $1,000 stated principal amount and pays no periodic interest.

At maturity, holders receive $1,000 plus a return amount if the index closing value on the valuation date exceeds its initial value. The return equals the index appreciation multiplied by an upside participation rate of at least 123%. If the index is flat or lower, investors receive only the $1,000 principal, with no additional return. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and investors forgo dividends and may face limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured Barrier Securities linked to the S&P 500® Index due September 7, 2027, with a stated principal amount of $1,000 per security. The notes pay no interest and repay principal based on index performance from August 31, 2026 to August 31, 2027.

Investors receive 100% participation in S&P 500 gains at maturity, capped by a maximum return of at least $125 per security (at least 12.50%). If the index ends at or below its initial level but stays at or above the final barrier value of 80.00% of the initial level, principal is repaid. If the final index value is below the barrier, repayment is reduced 1% for each 1% decline from the initial level, up to a total loss of principal.

The issue price is $1,000, including up to a $10.00 underwriting fee, for minimum proceeds of $990.00 per security. The issuer currently expects an estimated value on the pricing date of at least $938.50 per security, based on internal models and an internal funding rate, which is less than the issue price. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term senior notes titled Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, due March 3, 2028. Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 1.0417% per month (approximately at least 12.50% per annum) only if on the relevant valuation date the worst-performing index is at or above its coupon barrier, set at 80% of its initial value.

The notes may be automatically redeemed on specified potential autocall dates if the worst-performing index is at or above its initial value, in which case investors receive $1,000 plus the applicable coupon and any previously unpaid coupons. If not called, at maturity investors receive $1,000 per note only if the worst-performing index is at or above its final barrier (also 80% of its initial value); otherwise the payoff is $1,000 plus $1,000 times the index return of the worst performer, exposing holders to a loss of up to 100% of principal and no coupon at maturity. The issue price is $1,000, with an underwriting fee of up to $10 and minimum issuer proceeds of $990 per note; the estimated value on the pricing date is expected to be at least $930.50, reflecting structuring and hedging costs and the use of an internal funding rate. The securities carry Citigroup credit risk, may have limited or no secondary market liquidity, and involve complex tax and Section 871(m) withholding considerations for non-U.S. investors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., offers unsecured Callable Barrier Securities linked to the S&P 500 Futures Excess Return Index, each with a $1,000 stated principal amount, no interest and no fixed principal protection.

Citigroup may redeem the notes in whole on set dates from 2027 to 2030 at premiums of 25.25%, 50.50%, 75.75% or 101.00% of principal, ending further upside. If not called, maturity payment in 2031 depends on index performance: gains are multiplied by an 185.00% upside participation rate; unchanged or modest declines down to a 50.00% barrier return principal only; deeper losses produce 1:1 downside, up to full loss.

Estimated value on the pricing date is expected to be at least $900.00 per note, below the $1,000 issue price, reflecting selling, funding and hedging costs. Investors forgo dividends, face limited or no secondary market liquidity, complex U.S. tax treatment and the credit risk of both issuers.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Dual Directional Barrier Securities linked to the S&P 500 Futures Excess Return Index, with a $1,000 stated principal amount per security and a participation rate of at least 135% on upside index gains.

At maturity in September 2030, investors receive $1,000 plus an enhanced upside return if the index is at or above its initial level, or a positive "absolute return" if the index has fallen but remains at or above 60% of its initial value. If the final index value is below this 60% barrier, repayment falls 1‑for‑1 with the index loss, up to a total loss of principal. The securities pay no interest or dividends, depend on Citigroup credit, reference an index expected to underperform the total return of the S&P 500 Index due to an implicit financing cost, and may have limited or no secondary market liquidity. The estimated value on the pricing date is expected to be at least $915 per security, below the $1,000 issue price.

Citigroup Global Markets Holdings Inc. is offering $6,389,000 of Trigger Autocallable Contingent Yield Notes linked to the least performing of the Dow Jones Industrial Average and the MSCI Emerging Markets Index. The notes pay a quarterly contingent coupon of 11.62% per annum (or $0.2905 per $10 note) only if the least performing index on the valuation date is at or above its 70% coupon barrier.

Beginning July 29, 2027, the notes are automatically called on any quarterly valuation date if the least performing index is at or above its initial level (51,594.14 for INDU and 1,559.64 for MXEF), returning $10 plus the applicable coupon. If not called, at maturity on July 31, 2031 investors receive $10 plus the final coupon only if the least performing index is at or above its 70% downside threshold; otherwise, repayment is reduced in proportion to the index decline, down to zero. The issue price is $10 per note, with proceeds to the issuer of $9.75 per note and an estimated value of $9.548 per note. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and the Citigroup Inc. guarantee.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes linked to the S&P 500 Futures Excess Return Index, maturing September 5, 2031. Each security has a $1,000 stated principal amount, no coupons and a contingent repayment of principal based on index performance on a single valuation date.

The notes provide 1.8x (at least 180%) participation in upside if the index finishes above its initial level, full principal return if the index falls by up to the 20% buffer, and 1‑for‑1 losses beyond that buffer. The final buffer value is 80% of the initial index level. Per security, the issue price is $1,000, the underwriting fee is up to $11.25, and proceeds to the issuer are at least $988.75; the estimated value on the pricing date is expected to be at least $911.50. Investors forgo dividends, face limited liquidity, and bear the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., as well as structural risks tied to a futures-based index expected to underperform the total return of the S&P 500 Index.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior unsecured market-linked notes tied to the Citi Dynamic Asset Selector 5 Excess Return Index, maturing on March 3, 2028. Each note has a $1,000 stated principal amount and pays no interest.

At maturity, investors receive $1,000 plus a return amount that is zero or positive. If the Index finishes above its initial level, the return equals the index gain multiplied by an upside participation rate of at least 175%; if the Index is flat or lower, only principal is repaid. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited or no liquidity, and potential loss in real terms due to inflation and opportunity cost. The estimated value on the pricing date is expected to be at least $918 per note, below the $1,000 issue price.

The reference Index uses a rules-based allocation between U.S. equity and 10-year U.S. Treasury futures, applies a 5% volatility target and deducts a 0.85% per annum index fee, which can materially reduce performance. On July 28, 2026 the Index level was 229.13, and recent annualized returns were modest versus equity benchmarks. Extensive risk factors highlight methodology limits, financing costs, volatility targeting drawbacks, and potential conflicts of interest in index administration, hedging, and valuation.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Contingent Income Callable Securities due August 2028 linked to the worst performer of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index. Each security has a $1,000 stated principal amount and pays a 3.00% quarterly contingent coupon (12.00% per annum) only if, during the relevant observation period, the closing level of each index remains at or above its coupon barrier level, set at 70.00% of its initial index level.

The notes are callable in whole at Citigroup’s option on specified quarterly dates starting about three months after issuance, at $1,000 plus any due coupon. If not redeemed early, at maturity investors receive $1,000 per security if the final level of the worst-performing index is at or above its 70% downside threshold; otherwise, they are exposed 1‑to‑1 to that index’s loss, potentially losing their entire principal. The issue price is $1,000, with an estimated value on the pricing date expected to be at least $920.50 per security. CGMI receives an $20.00 per‑security underwriting fee, including a $15.00 selling concession and a $5.00 structuring fee to Morgan Stanley Wealth Management. The securities involve complex risks, including issuer and guarantor credit risk, market risk on all three indices, call risk, tax uncertainty and potential withholding for non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of Invesco QQQ Trust, Series 1, iShares Russell 2000 ETF and SPDR S&P 500 ETF Trust, maturing August 7, 2028. Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of 2.5625% (10.25% per annum) only if, on the relevant valuation date, the worst performing underlying closes at or above its coupon barrier, set at 65% of its initial value. Missed coupons can be made up later if the barrier is met, but all coupons can be lost.

The notes are autocallable on scheduled dates from October 29, 2026 if the worst performer is at or above its initial value, in which case investors receive $1,000 plus the applicable coupon (including any unpaid coupons). If not called, principal repayment depends solely on the worst performer at final valuation: if it is at or above its 65% final barrier, $1,000 is repaid; otherwise investors receive ETF shares (or cash) equal to a fixed equity ratio, exposing them to potentially substantial loss up to total loss. The issue price is $1,000, including a $12.50 underwriting fee; estimated value on pricing is expected to be at least $933, reflecting structuring and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the securities are expected to have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to Space Exploration Technologies Corp. with a $1,000 stated principal amount per security and $600,000 total issuance. The securities pay a 5.75% contingent coupon per period (23.00% per annum) only if the underlying share price on each valuation date is at or above the coupon barrier value of $61.77, which is 50.00% of the $123.54 initial underlying value.

The notes may be automatically redeemed on specified potential autocall dates if the closing value of the underlying is at least the initial value, in which case investors receive $1,000 plus the contingent coupon and no further payments. If held to maturity on July 26, 2029 and not previously called, investors receive $1,000 per security if the final value is at or above the final barrier value of $61.77; otherwise the payoff is $1,000 plus $1,000 times the underlying return, exposing investors to substantial downside, including the possibility of a total loss of principal and coupons.

The issue price is $1,000.00 per security (or $976.50 in fee-based advisory accounts), with an underwriting fee of up to $23.50 per security and minimum proceeds to the issuer of $976.50. The estimated value at pricing is $909.70 per security, below the issue price, reflecting internal funding and hedging costs. The product entails significant market, credit, volatility, and tax risks and is suitable only for investors able to evaluate complex structured investments.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities linked to Space Exploration Technologies Corp. Each security has a $1,000 stated principal amount and matures on July 26, 2029, unless automatically redeemed earlier.

Investors may receive a 5.75% contingent coupon per valuation period (equivalent to 23.00% per annum) only if the underlying share price on the relevant valuation date is at or above the coupon barrier value of $61.770, which is also the final barrier. If on any potential autocall date the closing value is at least the initial underlying value of $123.54, the notes are automatically redeemed at $1,000 plus the coupon.

If not called and the final underlying value is below the final barrier, the maturity payment equals $1,000 + ($1,000 × underlying return), exposing investors to losses up to total loss of principal. The total offering is $600,000, with an estimated value of $909.70 per security before fees and significant tax and credit risks disclosed.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and VanEck® Semiconductor ETF, maturing on August 5, 2031. Each security has a $1,000 stated principal amount.

Investors may receive a contingent coupon of at least 1.6667% per period (about 20.00% per annum) on each payment date only if the worst-performing underlying on the prior valuation date is at or above its coupon barrier, set at 60.00% of its initial value. If the notes are not called and, on the final valuation date, the worst-performing underlying is at or above its final barrier (also 60.00%), investors receive $1,000 plus any final coupon.

If the worst-performing underlying finishes below its final barrier, repayment is reduced dollar-for-dollar with its decline (1% loss of principal for each 1% drop), potentially down to zero, with no final coupon. Citigroup may redeem the notes on specified dates for $1,000 plus any due coupon. The issue price is $1,000, with estimated value on the pricing date expected to be at least $927.50 per security. The notes are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., with limited or no secondary market liquidity and complex U.S. tax treatment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, each with a coupon and final barrier at 70% of its initial value.

The notes have a $1,000 stated principal, pricing on July 31, 2026, issuing August 5, 2026 and maturing August 3, 2029, with frequent valuation dates. Investors receive a contingent coupon of at least 1.10% of principal per period (13.20% annualized) only when the worst-performing index on the prior valuation date is at or above its coupon barrier. If not called, repayment of principal at maturity is fully at risk below the 70% final barrier; losses match the negative return of the worst-performing index and principal can be reduced to zero.

Citigroup may redeem the notes in whole on specified dates at $1,000 plus any due coupon. The issue price is $1,000 per note, including a $7.50 underwriting fee, with an expected initial estimated value of at least $939, reflecting structuring and hedging costs. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the issuer warns of limited or no secondary market liquidity and complex, uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering medium-term senior notes called Callable Contingent Coupon Equity Linked Securities due August 5, 2031. Each $1,000 security pays a contingent coupon of at least 1.3625% per period (at least 16.35% per annum) only if, on the relevant valuation date, the worst performing of the Nasdaq‑100 Index, Russell 2000 Index and State Street Energy Select Sector SPDR ETF is at or above 75% of its initial value.

If the notes are not called and, on the final valuation date, the worst performing underlying is at or above 60% of its initial value, investors receive $1,000 back (plus any final coupon). If it is below 60%, principal is reduced 1-for-1 with the index loss, potentially to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The estimated value on the pricing date is expected to be at least $923.50 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and the notes are expected to have limited or no liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked senior notes tied to the worst performer of the Russell 2000 Index and the S&P 500 Index, maturing July 31, 2031, with a stated principal amount of $1,000 per security.

The notes pay a quarterly contingent coupon of at least 2.7125% (at least 10.85% per annum) only if, on the relevant valuation date, the worst-performing index remains at or above 75% of its initial level; otherwise no coupon is paid. If on a potential autocall date the worst-performing index is at or above its initial level, the notes are automatically redeemed at $1,000 plus the coupon, potentially as early as January 27, 2027.

At maturity, if not called, investors receive $1,000 per security only if the worst-performing index is at or above 70% of its initial level; otherwise, principal is reduced one-for-one with the index loss, down to zero. The issue price is $1,000, including a $6.00 underwriting fee, with $994.00 in proceeds to the issuer per security and an estimated value of at least $950.00, subject to market and model assumptions. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and the notes may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked senior notes maturing July 27, 2029. Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 12.00% per annum, but only when the worst-performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index is at or above its coupon barrier on the relevant valuation date.

Each underlying has a coupon barrier at 80% of its initial level and a final barrier at 70%. If on any potential autocall date the worst-performing index is at or above its initial level, the notes are automatically redeemed at $1,000 plus the applicable coupon and any previously unpaid coupons. If not called and the worst-performing index finishes below its final barrier, repayment of principal is reduced 1:1 with the index loss, potentially to zero.

The issue price is $1,000 per note, including an underwriting fee of up to $6.00, for minimum issuer proceeds of $994 per note. The estimated value on the pricing date is expected to be at least $938.50, below the issue price, reflecting selling, structuring and hedging costs. Investors face Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, limited liquidity, complex U.S. tax treatment and the risk of losing a significant portion or all of their investment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable medium-term senior notes linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, maturing August 5, 2036. Each security has a $1,000 stated principal amount.

On scheduled valuation dates from 2027 to 2036, if the index is at or above its initial level, the notes are automatically redeemed for $1,000 plus a preset premium that steps up from 21.500% to 215.000% of principal by the final valuation date.

If not called, at maturity investors receive $1,000 plus the final premium if the index is at or above a 50% final barrier of its initial level, or $1,000 plus the index return (downside 1:1) if below the barrier, which can reduce repayment to a small fraction of principal. The estimated value is at least $857 per security, below the $1,000 issue price, reflecting dealer compensation and hedging costs. Liquidity depends largely on CGMI making a market, premiums do not accrue if call conditions are not met, and complex index methodology, hypothetical back-tests, early redemption upon certain index methodology changes, and uncertain U.S. tax treatment (including potential prepaid forward and Section 871(m) considerations) add further risk.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable medium-term senior notes linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, with a stated principal amount of $1,000 per security.

The notes may be automatically redeemed on scheduled valuation dates from August 11, 2027 through August 7, 2031 if the worst performing index is at or above 85% of its initial value, paying $1,000 plus a fixed premium that steps from 9.55% up to 47.75%. If not redeemed early, at maturity on August 14, 2031 investors receive $1,000 plus the final premium if the worst index is at or above its autocall barrier, $1,000 if it is between 75% and 85% of its initial value, or 1-for-1 downside exposure to the worst index below 75% of its initial value, with no minimum repayment.

The notes pay no interest, do not provide dividends or upside beyond the fixed premiums, and their value and payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $938.50 per security, below the $1,000 issue price, reflecting structuring, hedging costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due August 3, 2029, issued in $1,000 denominations off an effective shelf registration. The notes pay a 0.95% contingent coupon per month (an annualized 11.40%) only if, on each valuation date, the worst performing of the Nasdaq‑100 Index®, Russell 2000® Index and SPDR® S&P® Regional Banking ETF is at or above 70% of its initial level. Citigroup may redeem the notes in whole on specified dates by paying $1,000 plus any due coupon.

At maturity, if not called, investors receive $1,000 per note only if the worst performing underlying is at least 60% of its initial level. If it is below 60%, principal is reduced one‑for‑one with the underlying loss, down to zero. Investors do not participate in any upside or dividends of the underlyings and face the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000, including up to $27.50 in underwriting fees; the issuer expects an initial estimated value of at least $905 per note, reflecting embedded costs and hedging.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured autocallable senior notes linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, scheduled to mature on August 16, 2032. Each note has a $1,000 stated principal amount, pays no interest and may be automatically redeemed on specified valuation dates starting August 11, 2027 if the worst performing index is at or above 90% of its initial level. On early redemption, investors receive $1,000 plus a fixed premium that starts at 10.05% of principal and steps up over time.

If not redeemed early, at maturity investors receive $1,000 plus a premium if the worst performer is at or above its 90% autocall barrier, $1,000 if it is between 75% and 90% of its initial level, or a loss matching the index’s decline if it falls below 75%, potentially down to zero. The structure provides no dividends or upside beyond the fixed premiums and exposes investors to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per note, while the estimated value on the pricing date is expected to be at least $936.50, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate.