CITIGROUP INC 424B Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured Barrier Securities linked to JPMorgan Chase & Co. at $1,000 per note, maturing August 3, 2029. The notes pay no interest and return at maturity depends solely on JPMorgan’s share performance.

If JPMorgan’s final share value exceeds the initial value, investors receive $1,000 plus a return based on a 100% upside participation rate, capped at a maximum payment of $1,035 per note (103.50% of principal). If the final value is at or below the initial value but at or above the final barrier value, set at 70.00% of the initial value, principal is repaid. If the final value is below the barrier, repayment is $1,000 plus the full underlying return, exposing investors to 1-for-1 downside and potential total loss.

The issue price is $1,000, including up to a $28.50 underwriting fee and minimum issuer proceeds of $971.50 per note; the estimated initial value is expected to be at least $892, based on internal models and funding rates. The notes are subject to the credit risk of Citigroup entities, may have limited or no secondary market liquidity, provide no dividends or voting rights in JPMorgan, and carry complex U.S. federal tax considerations, including potential Section 871(m) implications for non-U.S. holders.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Trigger Autocallable Contingent Yield Notes linked to the least performing of the Dow Jones Industrial Average® and the MSCI Emerging Markets Index. These unsecured, unsubordinated notes have a term of approximately five years, from a trade date of July 29, 2026 to a maturity date of July 31, 2031, unless automatically called earlier.

The notes pay a contingent quarterly coupon only if the closing level of the least performing index on a valuation date is at or above its coupon barrier, set at 70% of the initial underlying level. The contingent coupon rate is expected to be between 10.70% and 11.70% per annum, equating to $0.2675 to $0.2925 per $10 note each quarter. Beginning about one year after issuance, the notes will be automatically called if the least performing index is at or above its initial level on a valuation date, returning the $10 principal plus that quarter’s coupon.

If not called, at maturity investors receive $10 plus the final coupon only if the least performing index is at or above its downside threshold, also 70% of its initial level. If it is below that threshold, the payoff is $10 multiplied by 1 plus the index return, exposing investors to proportional downside up to a 100% loss of principal. Investors do not receive dividends on the index constituents and are fully exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $10.00 per note, with an underwriting discount of $0.25 and proceeds to the issuer of $9.75 per note; the estimated value on the trade date is expected to be at least $9.475 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the S&P 500 Index and the S&P 500 Equal Weight Index, maturing July 25, 2029. Each security has a $1,000 stated principal amount and was priced using initial index levels of 7,443.28 for the S&P 500 and 8,603.19 for the S&P 500 Equal Weight Index, with coupon and final barriers set at 60% of those values.

Investors may receive a 0.6208% contingent coupon per period (about 7.45% per annum) on each valuation date only if the worst-performing underlying is at or above its coupon barrier. At maturity, if not previously called, holders receive $1,000 per security if the worst performer is at or above its final barrier, or $1,000 plus the underlying return of the worst performer if below the barrier, which can lead to substantial principal loss and possibly no repayment. The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon. The total offering is $250,000, the issue price is $1,000 per security, the underwriting fee is up to $5.00 per security, and the estimated value is $981.00, reflecting structuring and funding costs. The securities entail market, credit, tax and structural risks, including potential non-payment of coupons and loss of principal.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes linked to the worst performing of the Dow Jones Industrial Average, Nasdaq‑100 Index® and Russell 2000® Index, maturing August 2, 2029, in $1,000 denominations.

The notes pay a contingent coupon of 0.9375% per period (11.25% per annum) only if, on each prior valuation date, the worst performing index closes at or above its coupon barrier, set at 70% of its initial value. If this condition is not met, no coupon is paid for that period.

At maturity, if not called and the worst performing index is at or above its final barrier (60% of initial), investors receive $1,000 per note (plus any final coupon). If it is below the final barrier, repayment is reduced 1-for‑1 with the index decline, potentially to zero.

The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon, capping future income. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited secondary market liquidity, complex U.S. tax treatment and an estimated issue-date value of at least $933 per $1,000 note, below the issue price.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is issuing callable fixed rate notes with a stated principal amount of $1,000 per note. The notes bear interest at a fixed rate of 4.85% per annum from the original issue date of July 23, 2026 to the maturity date of July 23, 2029, unless redeemed earlier. Interest is paid semi-annually on January 23 and July 23, starting January 23, 2027, using a 30/360 day count convention.

Beginning July 23, 2027, the issuer may, at its option, redeem the notes in whole (not in part) on any redemption date—January 23, April 23, July 23 or October 23—at 100% of principal plus accrued interest. The notes will not be listed on any securities exchange, and CGMI acts as underwriter, receiving an underwriting fee of up to $2.75 per note. Issue price is $1,000 per note, with certain eligible or fee-based accounts paying between $997.25 and $1,000 per note. The notes are treated as fixed rate debt without original issue discount for U.S. federal income tax purposes, and net proceeds are used for general corporate purposes and related hedging activities.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $12,000,000 of Contingent Income Auto-Callable Securities due July 23, 2027, linked to shares of the Invesco QQQ Trust, Series 1. Each security has a $1,000 stated principal amount.

The notes pay a monthly contingent coupon of 1.4667% of principal (about 17.60% per annum) only if QQQ’s closing price on the relevant valuation date is at or above the downside threshold price of $625.797 (90% of the $695.33 initial share price). Missed coupons can be cumulatively paid later if the condition is later met, but may be lost entirely.

If on any potential redemption date QQQ is at or above the initial share price, the notes are automatically redeemed for $1,000 plus the contingent coupon (including any unpaid coupons). If held to maturity and not called, investors receive principal plus the final coupon if QQQ is at or above the threshold; otherwise repayment is reduced according to a formula using a 10% buffer and a buffer rate of about 111.111%, exposing holders to leveraged downside and possible total loss of principal. Investors do not participate in any QQQ upside beyond coupons.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performing of the Russell 2000® Index and the S&P 500® Index, each with a stated principal amount of $1,000 and scheduled maturity on August 2, 2028, unless earlier redeemed.

The notes pay a contingent coupon of at least 0.8542% per period (about 10.25% per annum) only when the worst performing index on the relevant valuation date is at or above 70% of its initial value, and are callable at the issuer’s option on specified dates for $1,000 plus any due coupon. If held to maturity and not redeemed, principal is fully repaid only if the worst performing index on the final valuation date is at or above its 70% final barrier; otherwise, repayment is reduced one-for-one with the index decline and can fall to zero.

The issue price is $1,000 per security, including up to a $7.00 underwriting fee and minimum proceeds to the issuer of $993.00 per security, with an estimated value on the pricing date of at least $938.00 per security based on Citigroup Global Markets Inc.’s proprietary models. Investors face significant market, correlation, liquidity, credit and tax risks and receive no dividends or upside participation in either index.

Citigroup Global Markets Holdings Inc. is offering $67,375,000 of autocallable Nasdaq‑100 Index®‑linked notes due July 24, 2029, fully and unconditionally guaranteed by Citigroup Inc. Each note has a $1,000 stated principal amount and pays no interest.

The notes may be automatically called on July 28, 2027 or July 20, 2028 if the Nasdaq‑100 Index® is at or above 90% and 100%, respectively, of the initial level of 28,604.23, paying principal plus a call premium of 10.60% or 21.20%. If not called and the final index level is at least the initial level, investors receive principal plus the greater of a 31.80% maturity premium or 200.00% of the index gain.

If the final index level is between 80% and 100% of the initial level, principal is returned. Below 80%, repayment is reduced one‑for‑one with index losses and investors may lose their entire investment. The notes are unsecured senior debt subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any exchange, may have limited or no liquidity, and have complex U.S. tax and valuation considerations.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Medium-Term Senior Notes, Series N barrier securities with a stated principal amount of $1,000 per security, linked to the worst performer of the Nasdaq-100 Index® and the S&P 500® Index. These unsecured notes pay no interest and return at maturity depends entirely on index performance between the July 24, 2026 pricing date and the July 24, 2031 valuation date.

At maturity, if the worst-performing index is above its initial level, investors receive $1,000 plus a leveraged gain using an upside participation rate of at least 135%. If it is at or below its initial level but at or above 70% of its initial value (the final barrier), investors receive only the $1,000 principal. If it falls below this barrier, repayment is reduced 1-for-1 with the index loss, down to a potential total loss of principal. The estimated value on the pricing date is expected to be at least $938 per security, below the $1,000 issue price, reflecting selling, structuring, and hedging costs, and an underwriting fee of $6.00 per security.

The notes expose holders to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., lack dividends, may have limited or no secondary market liquidity, and carry complex U.S. tax treatment expected to follow a prepaid forward contract characterization.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, maturing on August 11, 2033, with a stated principal of $1,000 per security.

Investors may receive a contingent coupon of at least 1.5833% per period (about 19.00% per annum) only when the underlying’s closing value on the preceding valuation date is at or above the coupon barrier of 70% of the initial value. If the underlying stays below this barrier, no coupons are paid. Unless earlier redeemed, principal is repaid in full only if the final underlying value is at or above the final barrier at 60% of the initial value; below this level, repayment is reduced one-for-one with the underlying’s loss, potentially to zero.

The notes are autocallable from August 6, 2027: if on any trading day in the autocall period the underlying closes at or above its initial value, the notes are redeemed at $1,000 per security (plus any due coupon if on a valuation date). The underlying index applies a 35% volatility target, leverage up to 500%, and a 6% per annum decrement, and has historically underperformed the Nasdaq-100 Index®. The issue price is $1,000, including a $20 underwriting fee, with expected estimated value of at least $883.50 per security. The issuer highlights complex market, structural and tax risks, including the possibility of no coupons and substantial principal loss.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering callable fixed rate notes due July 20, 2028 with a stated principal of $1,000 per note. The notes pay interest at a fixed annual rate of 4.625%, calculated on a 30/360 unadjusted basis.

Interest is paid quarterly on the 23rd of January, April, July and October, starting October 2026, with the July 2028 interest payment date also serving as maturity if the notes are outstanding. Beginning August 23, 2027, the issuer may redeem the notes on the 23rd of each month through June 2028 at 100% of principal plus accrued interest.

The notes will not be listed on any securities exchange, and Citigroup Global Markets Inc. acts as underwriter, receiving an underwriting fee of up to $1.00 per note. Net proceeds are for general corporate purposes and to hedge obligations under the notes. For approximately three months after issuance, secondary prices shown by CGMI may include a temporary upward adjustment that declines to zero on a straight-line basis.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to Space Exploration Technologies Corp. Class A shares, each with a $1,000 stated principal and maturing on July 26, 2029 unless redeemed earlier.

Investors may receive a 5.75% contingent coupon per quarter (23.00% per annum) on each valuation date only if the stock’s closing value is at or above the coupon barrier of $61.770, which is also the final barrier, set at 50.00% of the $123.54 initial value. If on any potential autocall date the stock closes at or above the initial value, the notes are automatically redeemed for $1,000 plus the coupon, limiting upside.

If the notes are not called and the final value is below the barrier, the redemption amount is $1,000 + ($1,000 × underlying return), exposing investors to significant downside and potential total loss, with no coupon at maturity in that case. The estimated value on the pricing date is expected to be at least $893.50 per security, below the $1,000 issue price. An underwriting fee of up to $23.50 per security is included, and non‑U.S. investors may face 30% withholding on coupon payments amidst substantial U.S. tax uncertainty.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Medium‑Term Senior Notes, Series N, Floating Rate Notes due August 4, 2066. Each note has a stated principal amount of $1,000, with full principal due at maturity unless earlier repurchased.

The notes pay quarterly interest at a floating rate equal to daily compounded SOFR plus 0.10%, subject to a 0.00% minimum rate, using an Actual/360 day‑count. Interest is paid on the 4th of February, May, August and November, starting November 4, 2026. Holders may request early repurchase on specified dates on or after August 4, 2029, in minimum $10,000 blocks, at prices ranging from $970 to $1,000 per $1,000 depending on the year. The notes are not listed on any exchange and may have limited liquidity, with a temporary six‑month post‑issuance price support adjustment by Citigroup Global Markets Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Buffered Digital Notes linked to shares of the Invesco QQQ Trust, Series 1, with an aggregate stated principal amount of $3,500,000 and a denomination of $10,000 per note. The notes are priced on July 20, 2026, issued on July 23, 2026, and are scheduled to mature on August 4, 2027, with the final valuation date on July 30, 2027.

At maturity, for each $10,000 note, investors receive $11,335 (principal plus a fixed return amount of 13.35%) if the final QQQ share price is at or above the final buffer price of $625.797 (90% of the initial share price of $695.33). If the final share price is below the buffer, investors receive either a fixed number of QQQ shares equal to the equity ratio of 15.97962 or, at the issuer’s election, the equivalent cash value, which can be substantially less than principal and may be zero. The notes pay no dividends, are subject to Citigroup credit risk, have an estimated value of $9,915 per note (below the $10,000 issue price), involve complex tax treatment as prepaid forward contracts with potential Section 1260 and Section 871(m) implications, and may trade at prices affected by dealer hedging, discretionary funding rates and limited secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Dow Jones Industrial Average, Nasdaq‑100 Index® and Russell 2000® Index, in an aggregate amount of $2,617,000 at $1,000 per security, maturing June 23, 2028.

The notes pay a monthly contingent coupon of 1.0417% (about 12.50% per year) only if, on each valuation date, the worst performing index is at or above 70% of its initial level; otherwise no coupon is paid. At maturity, if not previously called, investors receive $1,000 per note only if the worst performing index is at or above its 70% final barrier; otherwise repayment is reduced one‑for‑one with the index loss, down to zero. Citigroup may redeem the notes early at par plus any due coupon on specified dates.

Investors face full downside exposure to the worst index, no upside participation or dividends, significant liquidity and valuation risk, and the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value is $983.30 per note, below the issue price, reflecting dealer costs and internal funding assumptions.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, with a stated principal amount of $1,000 per security and total offering of $1,656,000.

The notes pay a contingent coupon of 0.9208% per month (about 11.05% per annum) only if, on the related valuation date, the worst-performing index is at or above its coupon barrier, set at 70% of its initial value. Principal is protected only if, on the final valuation date, the worst-performing index is at or above its final barrier, set at 60% of its initial value; otherwise, repayment is reduced 1% for each 1% decline, potentially to zero.

Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The estimated value at pricing is $987.20 per security, below the issue price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. Investors face equity market risk on all three indices, issuer and guarantor credit risk, complex U.S. tax treatment and the possibility of limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities due July 24, 2031, linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index. Each security has a $1,000 principal amount and pays a quarterly contingent coupon of 0.6667% (about 8.00% per annum) only if, on the relevant valuation date, the worst performing index is at or above 70.00% of its initial value.

The notes are autocallable from July 20, 2027 onward if the worst performer is at or above its initial value, in which case holders receive $1,000 plus the coupon and the investment ends early. If not called and, at final valuation, the worst performing index is below its 70.00% final barrier, repayment of principal is reduced one-for-one with the index loss, down to zero. Investors do not receive dividends or upside participation in any index and face credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited liquidity, complex U.S. tax treatment and an estimated value of $944.70 per $1,000 that is below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured barrier securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing on July 24, 2031. Each security has a $1,000 stated principal amount and pays no interest or dividends. At maturity, if the index finishes above its initial value of 539.1483, investors receive $1,000 plus 260% of the index’s positive return. If the final index value is between the initial value and the barrier of 269.574 (50% of initial), investors receive only the $1,000 principal.

If the final index value is below the barrier, repayment is fully exposed to downside: investors receive $1,000 plus $1,000 times the index return and may lose their entire investment. The underlying index itself is complex and risky, using up to 500% leveraged exposure to S&P 500 futures, a volatility target of 35%, and a 6% per annum decrement, all of which can cause performance to significantly lag the S&P 500 Index. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have little or no secondary market, and their initial estimated value of $870.80 per security is below the $1,000 issue price due to selling, structuring, hedging costs and internal funding.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities due July 23, 2031, linked to the worst performing of the Nasdaq-100 Index, the Russell 2000 Index and the SPDR S&P Biotech ETF. Each security has a $1,000 stated principal amount and pays a contingent coupon of 0.7583% per period (about 9.10% per annum only if, on the preceding valuation date, the worst performer is at or above its coupon barrier of 70% of its initial value; missed coupons are "remembered" and can be paid later if the barrier is met.

The notes can be automatically called on scheduled autocall dates starting July 21, 2027 if the worst performer is at or above its initial level, returning $1,000 plus due coupons. If not called, and at maturity the worst performer is at or above its final barrier of 60% of its initial value, investors receive $1,000 (plus any final coupon if the coupon barrier is met. If it is below the final barrier, principal is reduced 1-for-1 with the index loss, down to zero, and no coupon is paid at maturity. Investors do not receive dividends on the underlyings and face full issuer and guarantor credit risk, limited liquidity, complex tax treatment and a pricing-date estimated value of $933.80 per $1,000 security, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable unsecured notes due July 28, 2036 linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal amount and is issued at $1,000, with an underwriting fee of $50 and proceeds to the issuer of $950 per note; total issue size is $10,008,000. The initial index level is 526.6212 and the final barrier is 315.973, or 60% of the initial level.

The notes pay no interest and may be automatically redeemed on any of 40 valuation dates from January 2027 to April 2036 if the index closes at or above its initial level, returning $1,000 plus a fixed premium that steps up from 12.50% to 250.00% of principal. If not called, at maturity investors receive $1,000 plus the final premium if the index is at or above the initial level, $1,000 if it is between the barrier and the initial level, or $1,000 plus the full negative index return if below the barrier, exposing investors to up to a 100% loss of principal.

The underlying index is complex and highly risky: it targets 35% volatility with leverage up to 500%, includes an implicit financing cost and a 6% per annum decrement, and has limited live history. The estimated value on the pricing date is $916.90 per note, below the issue price, reflecting structuring and hedging costs. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have little or no secondary market, and involve uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing up to $12,000,000 of callable equity-linked securities due January 21, 2028, each with a $1,000 principal amount. The notes pay a fixed coupon of 1.1333% per month, equivalent to about 13.60% per annum, with monthly payments starting in August 2026.

Returns depend on the worst performing of the EURO STOXX 50® Index, Nasdaq-100 Index® and Russell 2000® Index. If not called and no knock-in event occurs, investors receive full principal at maturity; if a knock-in event occurs and the worst index finishes below its initial value, principal is reduced one-for-one with that decline, potentially to $0 (excluding the final coupon). A knock-in event occurs if any index ever closes below 70% of its initial level during the observation period.

The issuer may redeem the notes at par plus coupon on monthly dates from January through December 2027, limiting coupon duration if called. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have an estimated value of $991.60 per $1,000 at pricing, and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable equity-linked securities due July 24, 2031, tied to the worst performer of the EURO STOXX 50® Index, Nasdaq-100 Index® and Russell 2000® Index. Each security has a $1,000 stated principal amount with total issuance of $2,000,000.

The notes pay a quarterly contingent coupon of 2.9375% of principal (11.75% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 65% of its initial level. Principal repayment at maturity also depends on this worst performer: if its final value is at or above the same 65% barrier, investors receive $1,000 plus the final coupon; if below, repayment is reduced one-for-one with the index decline, down to zero.

Citigroup may call the notes in whole on specified dates, paying $1,000 plus any due coupon, which can limit future income. The estimated value is $987.60 per $1,000 note, below the issue price, reflecting structuring, hedging costs and the issuer’s internal funding rate. Investors face full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., market risk in all three indices, potential illiquidity, complex U.S. tax treatment and the possibility of losing most or all principal and receiving no coupons.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $647,000 of Autocallable Contingent Coupon Equity Linked Securities linked to the worst of the Dow Jones Industrial, Nasdaq‑100 Index® and Russell 2000® Index, at $1,000 stated principal per security.

The notes pay a 0.675% contingent coupon per month (8.10% per annum) only if, on each valuation date, the worst performing index is at or above 70% of its initial value; otherwise, no coupon is paid for that period. Beginning July 20, 2027, the notes are automatically called if on a potential autocall date the worst index is at or above its initial value, returning $1,000 plus the coupon.

If not called, at maturity on July 24, 2031 investors receive $1,000 per note only if the worst index is at or above 70% of its initial value. If it is below that barrier, repayment is $1,000 plus $1,000 × the negative return of the worst index, which can reduce the payoff to zero. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited secondary liquidity, and have an estimated value of $946.40 per note, below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Russell 2000® Index and the S&P 500® Index, each with a 70% coupon and final barrier based on its initial value. The notes have a $1,000 stated principal per security, pricing on July 20, 2026 and maturing July 25, 2028, unless earlier redeemed. Investors may receive a contingent coupon of 0.8333% of principal per month (about 10.00% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier. At maturity, if not called and the worst performer is below its final barrier, repayment is reduced one-for-one with the index decline, down to zero, with no downside protection. The securities do not pay dividends on the indices, may be called by the issuer on specified dates at par plus any due coupon, trade with limited or no liquidity, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities due July 25, 2029, linked to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices. Each security has a $1,000 principal amount and may pay a 0.9458% contingent coupon per period (about 11.35% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier set at 70% 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 (60% of initial), investors receive $1,000 plus any final coupon; if it is below, repayment is reduced one-for-one with the index loss, down to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any coupon. The total offering is $2,173,000, with an underwriting fee of $7.50 per security and an estimated value of $984.90 per security, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity Linked Securities linked to the worst-performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, each with a $1,000 stated principal amount and maturing on August 5, 2031.

The notes pay a contingent coupon of at least 1.3583% per period (approximately at least 16.30% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 80.00% of its initial value. If the worst-performing index is below its final barrier (also 80.00% of initial) at maturity and the notes have not been redeemed, principal is reduced 1% for every 1% decline, down to zero. The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering medium-term senior autocallable securities with a $1,000 stated principal amount per security, linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial level, returning $1,000 plus a fixed premium that starts at 8.40% in July 2027 and rises to 42.00% by the July 29, 2031 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 level, $1,000 if it is between 80% and 100% of its initial level, and lose 1% of principal for every 1% decline beyond the 20.00% buffer. The securities do not pay dividends, have limited liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000, including up to $41.25 in underwriting fees, while the estimated value on the pricing date is expected to be at least $900.50 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, each with a stated principal amount of $1,000.

The notes pay a contingent coupon of 0.7708% per period (about 9.25% per annum) only if, on the relevant valuation date, the worst performing index is at or above 70% of its initial value; otherwise no coupon is paid. Beginning January 28, 2027, the notes are subject to automatic early redemption on specified dates if the worst index is at or above its initial level, in which case investors receive $1,000 plus the coupon.

If the notes are not called and on the final valuation date the worst index is below its 70% barrier, repayment of principal is reduced one-for-one with that index’s negative return, down to a minimum of $0. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per note; Citigroup Global Markets Inc. expects the estimated value on the pricing date to be at least $915, reflecting selling, structuring and hedging costs and use of the issuer’s internal funding rate. The notes are expected to have limited or no secondary market liquidity and involve complex market and tax risks.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked notes tied to Quanta Services, Inc. common stock, issued under its Medium-Term Senior Notes, Series N program and maturing on July 27, 2028, unless called earlier.

Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of 3.40% of principal (equivalent to 13.60% per annum) only when Quanta’s share price on the relevant valuation date is at or above the coupon barrier value, set at 50% of the initial underlying value. If on any autocall date the share price is at or above the initial value, the notes are automatically redeemed at $1,000 plus the due coupon, ending future coupons. If held to maturity and the final share price is below the final barrier value (also 50% of the initial value), repayment of principal is reduced one-for-one with the underlying’s decline, down to zero. The issue price is $1,000 per note, including an underwriting fee of up to $18.50, with minimum proceeds to the issuer of $981.50 per security and an estimated initial value of at least $923.00 per security. 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 Barrier Securities linked to the S&P 500® Equal Weight Index under its Medium-Term Senior Notes, Series N program. Each security has a $1,000 stated principal amount, a pricing date of July 23, 2026, issue date of July 28, 2026, and, if not called, matures on July 28, 2031.

The notes may be automatically redeemed on July 30, 2027 if the index closing value is at or above its initial value, paying $1,097 per security ($1,000 principal plus a 9.70% premium). If not redeemed, the maturity payment depends on the index level on the final valuation date: investors participate in upside with a 150% upside participation rate when the final value exceeds the initial value, receive par if the index finishes between the initial value and the final barrier value of 80.00% of the initial value, and incur 1‑for‑1 downside exposure below the barrier, potentially losing most or all of principal.

The issue price is $1,000 per security, including an underwriting fee of up to $22, leaving $978 in proceeds to the issuer per security. Citigroup Global Markets Inc. expects the estimated value on the pricing date to be at least $915 per security, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The securities do not pay dividends or provide any rights in the underlying index and are subject to complex market, credit and tax risks, including potential U.S. tax treatment as a prepaid forward contract and possible future changes under Section 871(m) for non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Medium-Term Senior Notes, Series N in the form of autocallable contingent coupon equity-linked securities tied to Ulta Beauty, Inc. common stock, maturing July 27, 2028, in $1,000 denominations.

The notes pay a contingent coupon of 3.00% per quarter (12.00% per annum) only if Ulta’s closing value on each valuation date is at or above a coupon barrier set at 56.70% of the initial underlying value, with missed coupons potentially paid later if the barrier is subsequently met. The notes are subject to automatic early redemption on specified dates if Ulta’s value is at or above its initial level, returning $1,000 plus the relevant coupon.

If not called and Ulta’s final value is at or above the final barrier (also 56.70% of the initial value), investors receive $1,000 plus any due coupon; if below, they receive a fixed number of Ulta shares (or cash equivalent) worth less than $1,000 and possibly zero. Investors forgo dividends and upside in Ulta and bear full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per note, including up to $18.50 in underwriting fees, with minimum proceeds of $981.50 to the issuer and an estimated value on the pricing date expected to be at least $921.50 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $13,000,000 of Autocallable Buffer Securities linked to the S&P 500® Index. These unsecured notes pay no interest and may be automatically redeemed on July 27, 2027 at $1,105 per $1,000 security if the index closes at or above its initial value of 7,457.69.

If not called, the notes mature on July 25, 2028. At maturity, investors receive upside participation at 100% of index appreciation, full principal back if the index is down but no lower than the final buffer value of 5,966.152 (80% of initial), and 1‑for‑1 losses beyond the 20% buffer. The initial issue price is $1,000, while the estimated value is $995.20 per security, reflecting selling, structuring and hedging costs.

Payments depend solely on index levels on the valuation dates, and investors forgo dividends and voting rights on S&P 500 stocks. The notes carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market, and involve complex and uncertain U.S. tax treatment, including potential alternative characterizations by the IRS.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering Callable Fixed Rate Notes due September 17, 2027 under a shelf registration. Each note has a $1,000 stated principal amount and pays a fixed 4.40% per annum from the original issue date, August 17, 2026, to maturity, subject to earlier redemption.

Interest is calculated on an Actual/360 basis and paid on February 17, 2027, August 17, 2027 and at maturity. Beginning February 17, 2027, the issuer may redeem the notes in whole at 100% of principal plus accrued interest on specified redemption dates. The notes will not be listed on any securities exchange, and Citigroup Global Markets Inc. acts as underwriter, receiving an underwriting fee of up to $1.00 per note. Net proceeds will be used for general corporate purposes and related hedging activities.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable unsecured notes linked to the worst performer of the Russell 2000® Index and the S&P 500® Index, with a $1,000 stated principal per security and an aggregate issue price of $3,415,000.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates from January 2027 through April 2029 if the worst-performing index is at or above its applicable premium threshold (initially 100% of the start level, stepping down to 90%), returning $1,000 plus a fixed premium that rises from 5% to 27.5%.

If not redeemed early, at July 20, 2029 the holder receives $1,000 plus a 30% premium if the worst-performing index is at or above 90% of its initial value, $1,000 if it is between the 70% barrier and 90%, and loses 1% of principal for every 1% decline below the initial level if it ends below the 70% barrier, potentially losing the entire investment. The initial index levels are 2,942.429 for the Russell 2000 and 7,443.28 for the S&P 500. The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., lack liquidity, provide no dividends or index upside beyond fixed premiums, and have an estimated value of $971.80 per $1,000 note, below the issue price due to selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due August 8, 2028 under its Medium-Term Notes, Series N program. The notes are linked to the worst performing of the Russell 2000® Index, the S&P 500® Index and the SPDR® S&P® Regional Banking ETF.

Each note has a $1,000 stated principal amount and may pay a contingent coupon of 2.625% per quarter (10.50% per annum) if, on the relevant valuation date, the worst performing underlying is at or above 65% of its initial value. If this condition is not met, no coupon is paid for that period.

At maturity, if not previously called, investors receive $1,000 per note only if the worst performer is at or above its 65% final barrier; otherwise, principal is reduced one-for-one with the underlying loss, potentially to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. An underwriting fee of up to $18.50 per note is embedded, and the initial estimated value is expected to be at least $916.50, below the issue price, reflecting structuring, distribution 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 be illiquid.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the EURO STOXX 50® Index, the MSCI Emerging Markets Index and the Nasdaq-100 Index® and due July 28, 2031.

Each $1,000 security may pay a 3.625% quarterly contingent coupon (14.50% per annum) on scheduled dates, but only if the worst performing index on the prior valuation date is at or above 70% of its initial value. If not, no coupon is paid for that period. At maturity, if not previously called, investors receive $1,000 per security only if the worst performing index is at or above 60% of its initial value; otherwise, repayment is reduced dollar-for-dollar with the index loss and may fall to zero.

Citigroup may redeem the notes in whole on specified dates for $1,000 per security plus any due coupon, limiting potential income. The issue price is $1,000, including an underwriting fee of up to $18.50, for minimum issuer proceeds of $981.50 per security; the estimated value on the pricing date is expected to be at least $922. Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., trading liquidity may be limited, and U.S. federal tax treatment is uncertain, with possible 30% withholding on coupons for certain non-U.S. holders.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering medium-term senior autocallable securities linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, due August 8, 2031. Each security has a $1,000 stated principal amount, no interest payments and is subject to automatic early redemption if, on any scheduled valuation date before maturity, the worst performing index is at or above its initial level, in which case investors receive $1,000 plus a fixed premium for that date.

If the notes are not called, payment at maturity depends solely on the worst performing index on the final valuation date. Investors receive (i) $1,000 plus a 47.00% premium if that index is at or above its initial level, (ii) $1,000 if it is below its initial level but at or above 70.00% of its initial level, or (iii) $1,000 plus 1-to-1 downside exposure if it is below the 70% barrier, potentially resulting in a total loss of principal. The estimated value on the pricing date is expected to be at least $898.50 per $1,000 security, below the 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 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 Securities linked to the worst performer of the Russell 2000® Index and the S&P 500® Index, maturing February 10, 2028, with a stated principal of $1,000 per security.

The notes pay a 0.6542% contingent monthly coupon (about 7.85% per annum) only if on each valuation date the worst-performing index is at or above its coupon barrier, set at 75% of its initial value; otherwise no coupon is paid. If, on specified dates starting February 5, 2027, the worst-performing index is at or above its initial value, the notes are automatically called at $1,000 plus the coupon, ending further payments.

If not called, at maturity investors receive $1,000 only if the worst-performing index is at or above its final barrier (75% of initial); otherwise the payoff is $1,000 plus the index return of the worst performer, exposing holders to losses up to 100%. The issue price is $1,000, including an underwriting fee of up to $24 (proceeds to issuer $976), and the estimated value on the pricing date is expected to be at least $920, below the issue price, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering principal-at-risk contingent income auto-callable notes linked to the Invesco QQQ Trust, Series 1. Each security has a $1,000 stated principal amount and is part of the issuer’s Medium-Term Senior Notes, Series N program.

The notes pay a monthly contingent coupon of 1.4583% of principal (approximately 17.50% per annum) only if QQQ’s closing price on the related valuation date is at or above 90.00% of the initial share price. A “memory” feature allows previously unpaid coupons to be made up on a later date when the condition is satisfied. The notes are auto-callable: if on any potential redemption date QQQ is at or above the initial share price, investors receive $1,000 plus the applicable coupon (including unpaid coupons) and the notes terminate.

If not called, at maturity investors receive $1,000 plus the final coupon if QQQ is at or above the downside threshold. If QQQ is below the threshold, the payoff equals $1,000 plus $1,000 multiplied by the buffer rate (about 111.111%) times the share return plus the 10.00% buffer amount, so losses are leveraged beyond the 10% buffer and can result in a total loss of principal and no final coupon. The issue price is $1,000, underwriting and structuring fees total $1.00 per $1,000, net proceeds are $999.00 per security, and the issuer currently expects an estimated value of at least $947.00 per security on the pricing date. The product carries complex risk, uncertain tax treatment, and potential 30% withholding on coupon payments to certain non-U.S. holders.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is issuing Trigger Autocallable GEARS, unsecured senior notes linked to the State Street SPDR S&P Oil & Gas Exploration & Production ETF (XOP), maturing on or about July 26, 2029.

Each security has a $10.00 stated principal amount. If on the August 2, 2027 interim valuation date XOP’s closing price is at or above the autocall barrier (100% of the initial underlying price in the main example), the notes are automatically called and pay $12.15 per $10.00 security (a 21.50% call return.

If not called, at maturity investors receive: (i) for a positive underlying return, $10.00 plus that return multiplied by an upside gearing of 1.30–1.50; (ii) for a zero or negative return with the final price at or above the downside threshold of 75% of the initial price, repayment of $10.00; or (iii) for a negative return with the final price below the downside threshold, $10.00 × (1 + underlying return), resulting in full downside exposure and potential total loss of principal.

Investors forgo XOP dividends, face complex U.S. tax treatment (including potential “prepaid forward contract” and “constructive ownership transaction” characterization and Section 871(m) considerations), and are exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. throughout the 3‑year term.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable medium-term senior notes linked to the worst performing of the EURO STOXX 50® Index and the S&P 500® Index, maturing August 1, 2031. The notes have a $1,000 stated principal amount, pay no interest and do not guarantee return of principal.

The notes may be automatically redeemed on scheduled valuation dates from July 28, 2027 through July 29, 2031 if the worst performing index is at or above its initial level, paying $1,000 plus a fixed premium that steps up from 10.80% to 54.00% of principal. If not called, 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 70% of that level, or $1,000 plus the index return (1-for-1 downside) if it is below the 70% barrier, which can reduce repayment to zero.

The issue price is $1,000 per note, including an underwriting fee of up to $33.50, with minimum proceeds to the issuer of $966.50 per note and an estimated initial value of at least $909.00. Investors are exposed to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not receive dividends, may face limited liquidity, and encounter complex U.S. federal tax treatment described as consistent with a prepaid forward contract.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured autocallable medium-term senior notes linked to the worst performer of the Dow Jones Industrial Average and the Nasdaq-100 Index®. The notes do not pay interest and do not guarantee return of principal.

Each note has a $1,000 stated principal amount and may be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial level, paying $1,000 plus a fixed premium that steps up over time, up to 51.75% of principal on the final valuation date. If not called, at maturity investors receive $1,000 plus the final premium if the worst-performing index is at or above its initial level, $1,000 if it is below the initial level but at or above 70.00% of that level, or $1,000 plus 1-to-1 downside exposure to its negative return if it finishes below the barrier, which can result in a substantial or total loss.

The issue price is $1,000 per note, with an estimated value on the pricing date of at least $909.50 based on Citigroup Global Markets Inc.’s models. 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 secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Medium-Term Senior Notes, Series N buffer securities linked to the Nasdaq-100 Index®, with a $1,000 stated principal amount per security and maturity on July 27, 2028.

The notes pay no interest and return at maturity depends on index performance. Investors receive 200% of any index gain, capped at a maximum return of at least $320 per security (≥32%). A 10% buffer protects against moderate declines, but losses beyond that are 1-for-1. Investors forgo dividends, face credit risk of both issuers, and may encounter limited or no secondary market. The estimated value on the pricing date is expected to be at least $939.50 per security, below the issue price, reflecting selling, structuring, and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium‑Term Senior Notes, Series N, in the form of autocallable securities linked to the worst performing of the Dow Jones Industrial, the Russell 2000® Index and the S&P 500® Index, due July 28, 2031. The notes have a $1,000 stated principal amount, pay no interest and may be automatically redeemed on scheduled valuation dates if the worst performing index is at or above its initial value, returning $1,000 plus a fixed premium that starts at at least 9.55% and rises over time to at least 47.75% on the final valuation date.

If not redeemed early, maturity payment per note is: $1,000 plus the applicable 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 70.00% of its initial value; or $1,000 plus $1,000 times the index return if it is below that barrier, exposing investors to loss of up to their entire investment. The estimated value on the pricing date is expected to be at least $900 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs. The notes are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering $645,000 aggregate principal amount of autocallable contingent coupon market-linked securities, at $1,000 per security, linked to the worst performing of the EURO STOXX 50® Index, Nasdaq-100 Index® and Russell 2000® Index, maturing on July 23, 2029.

The securities pay a 0.50% monthly contingent coupon (6.00% per annum) only if, on the preceding valuation date, the worst performing index closes at or above 80% of its initial level; otherwise no coupon is paid for that period. Beginning January 19, 2027, 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 coupon on the next coupon date. If not called and held to maturity, investors receive the stated principal amount plus any final contingent coupon, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The notes do not provide upside participation in any index and pay no dividends. All cash flows depend solely on the worst performing index on specified dates, creating heightened exposure to volatility and correlation among the three indices. The issue price is $1,000 per note, with an estimated value of $986 based on Citigroup’s internal models and funding rate, reflecting embedded selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering Contingent Income Auto-Callable Securities with Memory Coupon linked to shares of the Invesco QQQ Trust, Series 1. Each security has a $1,000 stated principal amount and pays a 1.2167% monthly contingent coupon (approximately 14.60% per annum) for any valuation date on which QQQ’s closing price is at or above 85.00% of the initial share price, the downside threshold. Missed coupons can be “made up” later through the memory coupon feature if the threshold is subsequently met.

The notes are auto-callable monthly starting about one month after issuance if QQQ closes at or above the initial share price, in which case investors receive $1,000 plus the relevant coupon and any unpaid coupons, and the investment terminates. If not called and QQQ’s final price is at or above the downside threshold, investors receive the same payoff at maturity. If QQQ’s final price is below the downside threshold, principal is exposed to leveraged downside via a buffer structure (15.00% buffer amount, buffer rate approximately 117.647%), and investors may lose a significant portion or all of their principal and receive no coupons. The estimated value on the pricing date is expected to be at least $947.00 per $1,000 security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured structured notes linked to the EURO STOXX 50®, Russell 2000® and S&P 500® indexes. Each note has a $1,000 stated principal and can be automatically redeemed quarterly from October 2026 through April 2029 if the lowest performing index on a potential autocall date is at or above its starting value, paying $1,000 plus any contingent coupon.

The notes pay a contingent coupon of at least 11.50% per annum, calculated and paid quarterly, but only if on every eligible trading day in the observation period the lowest performing index stays at or above its coupon threshold of 75% of its starting value. If any index falls below its threshold on any eligible day in that period, no coupon is paid for that quarter. If not called, principal is repaid at maturity on August 2, 2029 only if the lowest performing index on the final calculation day is at or above its downside threshold of 70% of its starting value; otherwise, investors are fully exposed to the decline of that index and may lose up to all of their principal. The notes do not participate in any upside of the indexes, pay no dividends, have limited liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Buffered Autocallable 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 and total offering of $2,646,000. The notes price on July 17, 2026, are issued July 22, 2026 and, unless redeemed earlier, mature on July 22, 2031.

The notes may be automatically redeemed on scheduled valuation dates if the index closing value is at or above the initial level of 9,565.53, paying $1,000 plus a rising premium from 20% up to 100% of principal by the final valuation date. If held to maturity and not redeemed, investors receive: $1,000 plus the final premium if the index is at or above the initial level; par if the index is below the initial level but at or above the final buffer value of 8,130.701 (a 15% buffer); or $1,000 reduced 1-for-1 for losses beyond the 15% buffer if the index finishes below the buffer.

The index is a complex, highly engineered strategy with a 40% volatility target, leverage up to 500%, notional costs and a 6% per annum decrement, and may materially underperform the S&P 500 Index. The estimated value of each security is $876, below the $1,000 issue price, reflecting fees, hedging costs and the issuer’s internal funding rate. Tax counsel expects prepaid forward contract treatment, but the tax outcome is uncertain and may be affected by future IRS or legislative actions.

Citigroup Global Markets Holdings Inc. is issuing $1,543,000 of autocallable contingent coupon equity-linked securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, in $1,000 denominations, fully and unconditionally guaranteed by Citigroup Inc.

The notes pay a 0.9167% monthly contingent coupon (11.00% per annum) only if, on each valuation date, the index is at or above the coupon barrier of 7,174.148 (75% of the 9,565.53 initial level). Missed coupons can be recouped later if the barrier is met, but may be lost entirely if it is not met on any subsequent date through maturity.

Early redemption may occur on specified autocall dates if the index is at or above 8,608.977 (90% of initial), returning $1,000 plus the coupon. At maturity in 2031, if not called, principal is protected only down to the 15% buffer: if the final level is below 8,130.701 (85% of initial), investors lose 1% of principal for each 1% further index decline, with potential for substantial loss and no coupon. The issue price is $1,000, but the initial estimated value is $886.10, reflecting fees, hedging costs and issuer funding. The complex underlying index uses leveraged, volatility-targeted S&P 500 futures exposure with a 6% annual decrement and may materially underperform the S&P 500 Index.