Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable unsecured senior notes linked to the worst performing of the EURO STOXX 50® Index and the Russell 2000® Index, with a stated principal amount of $1,000 per security and no interest payments.

The notes may be automatically redeemed on scheduled valuation dates from November 30, 2026 through July 31, 2031 if the worst performing index is at or above its initial value, paying $1,000 plus a fixed premium that starts at 3.7167% and rises to 55.75% of principal. If not redeemed early, at the August 5, 2031 maturity you receive $1,000 plus the final premium if the worst performer is at or above its initial value, $1,000 if it is below initial but at or above 75.00% of initial (the final barrier), or a -for-1 loss with the index decline if the worst performer is below the barrier, potentially reducing repayment to zero.

The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not FDIC insured, and may have limited or no secondary market liquidity. The issue price is $1,000.00, including an underwriting fee of up to $30.50 per note, with estimated value on the pricing date of at least $913.00 per note based on Citigroup Global Markets Inc.’s proprietary models.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior autocallable securities linked to the worst performer of the Russell 2000® Index, the S&P 500® Index and the State Street® Utilities Select Sector SPDR® ETF, each with an initial underlying value set on July 22, 2026. The stated principal amount is $1,000 per security.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates from July 23, 2027 through July 23, 2029 if the worst-performing underlying is at or above its initial value, returning $1,000 plus a fixed premium that starts at 11.80% and rises to 35.40% of principal. If not called, at maturity on July 26, 2029 investors receive: principal plus the final premium if the worst-performing underlying ends at or above 80% of its initial value (the trigger value); principal only if it is below the trigger but at or above 60% (the final barrier); or principal reduced 1-for-1 with the negative return if it finishes below the barrier, potentially losing the entire investment.

The securities expose holders to the full downside of the worst-performing underlying, provide no dividends or upside beyond the fixed premiums, and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000, including up to a $6.00 underwriting fee, while the estimated value on the pricing date is expected to be at least $926.50 per security, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities tied to International Business Machines Corporation (IBM) stock, issued as Medium-Term Senior Notes, Series N, with a $1,000 stated principal amount per security and scheduled maturity on September 10, 2027 unless redeemed earlier.

The notes pay a contingent coupon of 1.05% per quarter (12.60% per annum) only if IBM’s closing value on the relevant valuation date is at or above the coupon barrier value, set at 55.00% of the initial underlying value; otherwise no coupon is paid. Beginning February 4, 2027, on specified potential autocall dates, if IBM’s closing value is at or above the initial underlying value, the notes are automatically redeemed at $1,000 plus the coupon, limiting upside. If not called and IBM’s final value on September 7, 2027 is at or above the final barrier (also 55.00% of initial), investors receive $1,000 at maturity; if below, they receive IBM shares (or cash equivalent) via the equity ratio, which may be worth significantly less than principal, including the possibility of a total loss.

The notes are unsecured and subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors do not receive IBM dividends or any upside beyond contingent coupons. The issue price is $1,000 per security, with an estimated value on the pricing date of at least $920, reflecting embedded costs and hedging; CGMI receives an underwriting fee of up to $21.50 per security. Liquidity may be limited, any secondary market price is expected to be below issue price, and the U.S. federal tax treatment is complex and uncertain, with potential withholding on non‑U.S. holders.

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 Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, due August 2, 2029. Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 2.50% per quarter (at least 10.00% per annum) only if, on the relevant valuation date, the worst performing underlying is at or above its coupon barrier, set at 70.00% of its initial value.

The notes are subject to automatic early redemption on specified valuation dates if the worst performing underlying is at or above its initial value, in which case investors receive $1,000 plus the applicable coupon and no further payments. If the securities are not redeemed and, on the final valuation date, the worst performing underlying is below its final barrier (also 70.00% of initial), the maturity payment is $1,000 plus $1,000 × underlying return of that worst index, exposing investors to potentially substantial principal loss up to 100%. Investors receive no dividends or upside participation in any index and bear the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the product is unsecured, not FDIC‑insured, and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Phoenix medium-term senior notes linked to the Invesco QQQ Trust, Series 1, with a $1,000 stated principal amount per security. The notes are scheduled to price in July 2026 and are expected to mature in July 2027, unless automatically redeemed earlier.

The notes pay a 1.50% contingent coupon per period only if QQQ’s price is at or above the coupon barrier of $626.454 (90% of the $696.06 initial share price). Early redemption occurs if QQQ closes at or above the initial share price on any interim valuation date, returning $1,000 plus the due coupon. At maturity, if not redeemed, principal is protected only down to the final barrier of $626.454; below that level, repayment is reduced using a 10% buffer and a buffer rate of approximately 111.111%, and investors can lose most or all of principal. The estimated value on the pricing date is expected to be at least $947 per security, below the $1,000 issue price, and returns depend on both QQQ performance and the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes with a stated principal amount of $1,000 per security, maturing August 2, 2029. Payments depend on the worst-performing of Invesco QQQ, iShares Russell 2000 ETF and SPDR S&P 500 ETF.

The notes pay a contingent coupon of at least 12.45% per annum (about 1.0375% per period) only if the worst-performing ETF on each valuation date is at or above 75% of its initial value. Principal is fully repaid at maturity only if that worst ETF is at or above 60% of its initial value; otherwise repayment is reduced 1-for-1 with its loss and may be zero.

Citigroup may redeem the notes in whole on specified dates at $1,000 plus any due coupon. The estimated value on the pricing date is expected to be at least $936 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 secondary market liquidity may be limited.

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 Nasdaq-100 Index® and the S&P 500® Index, each with a stated principal amount of $1,000 and maturing on July 26, 2029 unless called earlier.

The securities pay a contingent quarterly coupon of at least 2.75% of principal (at least 11.00% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier of 75.00% of its initial value; otherwise no coupon is paid. Principal repayment depends solely on the worst-performing index at maturity: if its final value is at or above 60.00% of its initial value, holders receive $1,000 per security; if below 60.00%, repayment is reduced one-for-one with the index loss, down to zero.

The notes may be automatically redeemed on specified dates starting January 21, 2027 if the worst-performing index is at or above its initial value, paying $1,000 plus the coupon. The issue price is $1,000, including up to a $6.00 underwriting fee and at least $938.50 estimated value per security based on internal models. Investors face index, correlation, liquidity, tax and credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and do not receive dividends or upside participation in the indices.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., offers autocallable contingent coupon senior notes linked to the worst of the Nasdaq-100 Index® and S&P 500® Index, due July 24, 2031, in $1,000 denominations.

The notes pay a contingent coupon of at least 2.925% per quarter (11.70% annualized) only if, on each valuation date, the worst-performing index is at or above 75.00% of its initial value. Automatic early redemption can occur from January 21, 2027 if the worst index is at or above its initial value, returning $1,000 plus the coupon. If held to maturity and not called, principal is fully returned only if the worst index is at or above 70.00% of its initial value; otherwise repayment is reduced 1% for each 1% decline, down to zero.

The issue price is $1,000 per note, with an estimated value of at least $939.50, an underwriting fee up to $6.00 and proceeds to the issuer of $994.00 per note. The notes are unsecured, 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 U.S. tax and potential 30% withholding considerations for non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable equity-linked medium-term senior notes with a stated principal amount of $1,000 per security, linked to the worst performer of the EURO STOXX 50® Index, Nasdaq-100 Index® and Russell 2000® Index. The notes pay monthly coupons of at least 1.1333% of principal (approximately at least 13.60% per annum) until redeemed or maturity on January 21, 2028, and may be called at par plus coupon on monthly dates from January through December 2027.

If not called, principal repayment depends on the worst-performing index. Full principal is repaid if its final value is at or above its initial value, or below it without any index ever breaching 70.00% of its initial value during the observation period. If a knock-in event occurs and the worst-performing index finishes below its initial value, maturity payment is $1,000 + ($1,000 × underlying return) of that index, exposing investors to up to a 100% loss of principal. The issue price is $1,000 per note, including a $2.00 underwriting fee, with $998.00 in proceeds to the issuer and an estimated value on the pricing date of at least $943.50, subject to Citigroup credit and liquidity risks.