CITIGROUP INC SEC Filings

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.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked securities tied to the worst-performing of the Nasdaq‑100 Index®, Russell 2000® Index and SPDR® S&P® Regional Banking ETF (KRE), maturing August 2, 2029.

Each security has a $1,000 stated principal. Investors may receive a contingent coupon of 1.1708% of principal per valuation period (about 14.05% per annum) only if, on the relevant valuation date, the worst-performing underlying is at or above its coupon barrier value, set at 70% of its initial value. Principal is protected only if, on the final valuation date, the worst-performing underlying is at or above its final barrier value, set at 60% of its initial value; otherwise, repayment is reduced one‑for‑one with the decline and can fall to zero.

The issuer may redeem the securities early on specified dates at $1,000 plus any due coupon. The estimated value on the pricing date is expected to be at least $927 per security, below the issue price, reflecting structuring, hedging costs and the issuer’s internal funding rate. Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited liquidity, complex payoff features, tax uncertainty and sector- and index-specific risks are emphasized.

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.