Every 424B that Citigroup Inc (C) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow C and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full C filings page.
Citigroup Inc. (C), through Citigroup Global Markets Holdings Inc., is offering $248,000 of unsecured Buffer Securities linked to the worst performer of the Russell 2000® Index and the S&P 500® Index, maturing March 2, 2028. Each security has a $1,000 stated principal amount, no interest, and all payments are guaranteed by Citigroup Inc.
At maturity, if the worst-performing index is above its initial level, investors receive $1,000 plus 120% of that index’s gain, capped by a maximum return of $215 (total payout up to $1,215). If the worst-performing index is between 85% and 100% of its initial level, principal is repaid in full. Below the 15% buffer, investors lose 1% of principal for each 1% decline beyond the buffer. Initial index levels are 3,005.900 for the Russell 2000 and 7,675.70 for the S&P 500, with buffer levels at 85% of these values.
The issue price is $1,000 per security, including up to $23.75 in underwriting fees, with net proceeds of $976.25 per security. Citigroup Global Markets Inc. estimates the value at $969.40 on the pricing date, below the issue price, reflecting selling, structuring and hedging costs. Investors face full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., no dividends from the indices, exposure to the worst-performing index only, limited or no liquidity, and complex, uncertain U.S. tax treatment.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering callable contingent coupon equity-linked medium-term senior notes with a $1,000 stated principal amount per security, linked to the worst performer of the Nasdaq-100 Index, the Russell 2000 Index and the VanEck Semiconductor ETF, and maturing on September 9, 2031.
The notes pay a contingent coupon of at least 1.2333% of principal per observation period (approximately 14.80% per annum) only if, on the relevant valuation date, the worst-performing underlying is at or above 60% of its initial value; otherwise no coupon is paid. If held to maturity and not called, investors receive full principal only if the worst-performing underlying is at or above its 60% final barrier; otherwise, repayment is reduced one-for-one with the decline in that underlying, down to a possible zero. Citigroup 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 the Citigroup Inc. guarantee.
CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured, principal-at-risk securities linked to the 30-year GBP SONIA ICE swap rate (SONIA CMS30), fully and unconditionally guaranteed by Citigroup Inc. Each security has a £1,000 stated principal amount and matures on November 30, 2026, with valuation on November 26, 2026.
At maturity, investors receive: the maximum payment £1,270.5923903 per £1,000 if the SONIA CMS30 rate is at or above the 5.069% strike, or a reduced amount that declines linearly as the rate falls below the strike, based on an OTM strike width of 0.50%, but not less than the minimum £270.5923903. Examples show potential returns from about +27.06% to about -72.94%, so a significant loss of principal is possible.
The issue price is 100% of principal, with total proceeds of £10,618,000 and no underwriting fee; Citigroup Global Markets Inc. acts as principal and may profit from hedging. The estimated value is £992.56 per security, below the issue price. The notes are cleared through Euroclear and Clearstream, carry complex tax treatment, and include ERISA and FATCA considerations.
Citigroup Inc. (C) is offering $1,004,000 of Autocallable Contingent Coupon Equity Linked Securities, issued by Citigroup Global Markets Holdings Inc. and fully guaranteed by Citigroup Inc., linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement Index ER, maturing September 5, 2036 unless called earlier.
The notes pay a monthly 1.175% contingent coupon (14.10% per annum) only if the index is at or above the coupon barrier of 1,055.441 (60% of the 1,759.068 initial value; 50% final barrier 879.534). From August 31, 2027, the notes are automatically redeemed at $1,000 per note if the index closes at or above its initial value on any trading day, which can cap total coupons.
If not called, at maturity investors receive $1,000 per note only if the final index value is at least the final barrier; otherwise payoff is $1,000 × (1 + index return), exposing principal to full downside below that level and possibly to total loss, with no coupon. The issue price is $1,000 per note, including a $50 underwriting fee; issuer proceeds are $950 per note. The estimated value is $864.30 per note, below the issue price, reflecting structuring and hedging costs. U.S. tax treatment is uncertain and non-U.S. holders may face 30% withholding on coupons; the notes are treated as complex prepaid forward contracts with associated coupon income.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering 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 final maturity on August 29, 2031, unless automatically redeemed earlier.
The notes may be automatically redeemed on scheduled valuation dates starting August 27, 2027 if the index closing value is at or above the initial level of 9,823.75, paying $1,000 plus a fixed premium that steps up from 20% to 100% of principal by the final valuation date. If held to maturity and not called, investors receive: $1,000 plus the final premium if the index is at or above the initial level; $1,000 if the index is between the initial level and the 15% downside buffer; or a reduced amount with 1‑for‑1 loss beyond the buffer if the index finishes below the buffer level of 8,350.188.
The issue price is $1,000 per security, including up to $45 in underwriting fees (total offering $3,446,000), with estimated value of $880.20 per security based on Citigroup Global Markets Inc.’s models. The complex underlying index uses leveraged, volatility‑targeted S&P 500 futures exposure with a 6% annual decrement and notional costs, and may significantly underperform the S&P 500 Index. The securities are unsecured obligations of the issuer, fully and unconditionally guaranteed by Citigroup Inc., and involve significant market, structural, liquidity and tax risks.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is issuing unsecured, guaranteed callable contingent coupon equity-linked securities maturing August 30, 2029, linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index.
The notes have a stated principal of $1,000 per security and pay a monthly contingent coupon of 0.9167% (about 11.00% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier of 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 of 60% of its initial value; otherwise, repayment is reduced 1% for every 1% decline in that index, potentially to zero.
Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon, limiting future income if called. The total offering is $500,000 (issue price $1,000, underwriting fee up to $2.50, proceeds to issuer $997.50 per note), and the estimated value at pricing is $985 based on internal models. Investors face equity, 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 INC (C), through Citigroup Global Markets Holdings Inc., is issuing unsecured autocallable securities linked to the worst performing of the Russell 2000® Index and the S&P 500® Index, maturing August 29, 2031. The notes pay no interest and do not guarantee full principal repayment.
The stated principal amount is $1,000 per security, with total issuance of $1,297,000. Early redemption can occur on annual valuation dates if the worst performing index closes at or above its initial value, paying $1,000 plus a fixed premium that steps up from 9% in 2027 to 45% in 2031. If held to maturity and not called, investors receive $1,000 plus the 45% premium if the worst index is at or above its initial value, $1,000 if it is below initial but at or above its 65% barrier, and otherwise lose 1% of principal for each 1% decline in the worst index from its initial level.
All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The securities lack dividends, upside beyond fixed premiums, and may have limited or no secondary market. The estimated value on the pricing date is $951.10 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs.
CITIGROUP INC, through Citigroup Global Markets Holdings Inc., is offering medium-term senior notes titled Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the iShares Silver Trust (SLV), SPDR Gold Trust (GLD) and State Street Industrial Select Sector SPDR ETF (XLI), maturing September 7, 2029. Each security has a $1,000 stated principal and pays a quarterly contingent coupon of at least 3.3125% (annualized at least 13.25%) only if, on the prior valuation date, the worst-performing underlying is at or above 60% of its initial value. If not, that coupon is skipped. At maturity, if not previously called and the worst-performing underlying is at or above its 60% final barrier, investors receive $1,000 plus any final coupon; otherwise they receive $1,000 plus the negative return of the worst-performing underlying, risking up to a 100% loss of principal. 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 $904 per $1,000, below issue price, reflecting structuring and hedging costs. All payments are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and the Citigroup Inc. guarantee.
CITIGROUP INC (C), through subsidiary Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of Autocallable Contingent Coupon Equity Linked Securities due April 4, 2028, linked to the worst performing of the Nasdaq-100 Index, the Russell 2000 Index and the S&P 500 Index, and fully and unconditionally guaranteed by Citigroup Inc.
The notes have a stated principal amount of $1,000 per security and pay a contingent coupon of 0.9792% per period (about 11.75% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 80% of its initial value (the coupon barrier); missed coupons can be paid later if the barrier is subsequently met. The securities are subject to automatic early redemption 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 due contingent coupon and any previously unpaid coupons.
If the notes are not called and on the final valuation date the worst-performing index is at or above 80% of its initial value, investors receive $1,000 per security (plus any final coupon). If it is below 80%, repayment is $1,000 plus $1,000 times the index return of the worst-performing index, exposing investors to losses up to 100% of principal and with no contingent coupon at maturity in that case. The issue price is $1,000, with an underwriting fee of up to $10 and minimum proceeds to the issuer of $990 per security; the issuer expects an initial estimated value of at least $931.50 per security, reflecting selling, structuring and hedging costs and its internal funding rate.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering callable equity linked securities tied to Monolithic Power Systems, Inc. (MPWR), fully and unconditionally guaranteed by Citigroup Inc. Each security has a $5,000 stated principal amount and pays a quarterly coupon of 3.1375% of principal (equivalent to 12.55% per annum), until redeemed or at maturity.
The securities price on August 28, 2026, are issued on September 2, 2026, and, unless earlier redeemed, mature on August 31, 2028, with a valuation date of August 28, 2028. Citigroup may redeem them in whole on specified coupon dates in 2027 and 2028 at $5,000 plus the coupon. If not redeemed, investors receive principal back only if a downside event does not occur; otherwise they receive MPWR shares (or cash) worth the equity ratio times the final share price, which may be substantially less than principal.
The downside event occurs if the final MPWR value is below 40% of its initial value. Underwriting economics per security are: $5,000.00 issue price, $92.50 maximum underwriting fee and $4,907.50 proceeds to the issuer, with an initial estimated value of at least $4,585.00 based on Citigroup Global Markets Inc.’s proprietary models. The product carries significant market, credit and tax risks, including potential loss of principal.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is issuing unsecured Autocallable Buffer Securities linked to NVIDIA Corporation (NVDA), due September 8, 2028. Each security has a $1,000 stated principal amount, no interest, and all payments are subject to the credit risk of both entities.
The notes can be automatically redeemed on September 10, 2027 if NVIDIA’s closing value is at or above its initial value, paying $1,214.50 per security (principal plus a 21.45% premium). If not redeemed, at maturity investors participate in upside at a 125% upside participation rate or receive principal back if NVIDIA is down but not below an 85% final buffer level. If NVIDIA falls more than the 15% buffer, principal is lost 1-for-1 beyond that threshold. The estimated value on the pricing date is expected to be at least $928 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs.
Citigroup Inc. (C), via Citigroup Global Markets Holdings Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, with a stated principal of $1,000 per security and an aggregate offering of $4,398,000.
The notes pay a monthly contingent coupon of 1.5833% of principal (about 19.00% per year) only if the index is at or above the coupon barrier of 1,201.660 (70% of the 1,716.657 initial value) on the prior valuation date. From August 30, 2027, if the index closes at or above its initial value on any trading day, the notes are automatically redeemed at $1,000 per security (plus the coupon only if that day is also a valuation date).
If not called, at maturity in 2033 investors receive $1,000 per security only if the final index value is at or above the final barrier of 1,029.994 (60% of initial). Below this barrier, repayment falls linearly with the index and can drop to zero, and no coupon is paid. The estimated value is $917.80 per security, below the $1,000 issue price, reflecting dealer pricing and fees. The complex, volatility-targeted index (35% target, leverage up to 500% plus a 6% annual decrement) has limited history and has historically underperformed the Nasdaq‑100 Index® over 1–5 year periods.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Geared Buffer Securities linked to the MSCI EAFE® Index, maturing August 30, 2028. Each security has a $10 stated principal and provides 200% participation in index gains, capped by a maximum return at maturity of $2.71 per security (27.10%).
If the index ends between 90% and 100% of its initial level of 3,255.12, investors receive $10. If it falls below the final buffer value of 2,929.608 (10% buffer), principal is reduced according to a buffer rate of about 111.1111%, leading to losses greater than the index decline beyond 10%. The estimated value at pricing was $9.886 per security, below the $10 issue price, and the notes are fully and unconditionally guaranteed by Citigroup Inc.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, index-linked notes guaranteed by Citigroup Inc. Each security has a $1,000 stated principal amount, total public offering price of $7,866,000, pricing on August 25, 2026 and maturing August 29, 2030. The notes are linked to the Nasdaq-100 Index® and the S&P 500® Index and may be automatically called quarterly if the lowest-performing index on a call date is at or above its starting value, paying $1,000 plus a fixed call premium of 10.500%–42.000%, depending on the call date.
If never called and the lowest-performing index finishes below 75% of its starting value (its threshold value), principal is reduced 1-for-1 with the index loss, down to zero; there is no minimum repayment and no interest is paid. The estimated value is $968.60 per $1,000, below the public price, reflecting selling, structuring and hedging costs and Citigroup’s internal funding rate. Investors face Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, limited or no secondary market, complex payoff tied only to the worst-performing index, and uncertain U.S. tax treatment described as a prepaid forward contract.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Geared Buffer Securities linked to the S&P 500® Index, maturing on August 30, 2028. Each security has a stated principal of $10 and provides 150% upside participation in index gains, subject to a maximum return of $2.70 per security (27%).
If the S&P 500® final value is at or below the initial value but not below 90% of it, investors receive the full $10 principal. Below the 10% buffer, principal is reduced using a buffer rate of approximately 111.1111%, so losses accelerate beyond the buffer. The initial index level is 7,677.28 and the final buffer value is 6,909.552. Total proceeds are $6,771,500, with no underwriting fee, and all payments are fully and unconditionally guaranteed by Citigroup Inc. The estimated value is $9.94 per security, based on Citigroup Global Markets Inc.’s proprietary models. The securities are treated as prepaid forward contracts for U.S. federal income tax purposes, subject to uncertainty and potential future tax law changes, and do not pay dividends or convey any rights in the underlying index.
CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering $4,760,000 aggregate stated principal amount of Buffered Equity Index Basket-Linked Notes due February 24, 2028, fully and unconditionally guaranteed by Citigroup Inc.
The notes are linked to a non-U.S. equity basket with fixed weights: EURO STOXX 50® 40%, TOPIX® 25%, FTSE® 100 17%, Swiss Market Index® 11% and S&P/ASX 200 7%, with an initial basket level of 100.00. Investors receive 180% upside participation in the basket return, capped at a cap level of 112.84%, giving a maximum settlement amount of $1,231.12 and a maximum return of 23.112% per $1,000 note.
The structure includes a 12.50% buffer: if the basket decline is within this range, principal is repaid; beyond it, investors lose about 1.1429% of principal for every additional 1% drop and can lose their entire investment. The notes pay no interest, provide no dividend exposure, are not listed on any exchange and may have limited liquidity. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated value on the trade date is disclosed as lower than the issue price due to selling, structuring and hedging costs and the use of an internal funding rate. U.S. tax treatment is uncertain and expected to follow a prepaid forward contract characterization.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering senior unsecured floating rate notes due June 29, 2029, fully and unconditionally guaranteed by Citigroup Inc. Each note has a stated principal amount of $1,000, with full principal due at maturity plus any accrued and unpaid interest.
The notes pay a quarterly floating coupon equal to daily compounded SOFR + 1.05%, subject to a 0.00% floor and a 5.15% cap per annum for each interest period. Interest is paid on the 28th of February, May, August and November from November 2026 through May 2029, and at maturity, using a 30/360 day count.
The notes are not listed on any securities exchange and may have limited or no liquidity. Citibank, N.A., an affiliate, acts as calculation agent and paying agent, and Citigroup expects to use net proceeds for general corporate purposes and to hedge its obligations, with affiliates potentially profiting from related hedging even if the notes decline in value.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering medium-term senior notes in the form of Callable 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 7, 2029. Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 0.775% per month (at least 9.30% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level; missed coupons can be paid later if the barrier is subsequently met. At maturity, if not previously called and the worst-performing index is at or above 60% of its initial level, investors receive the full principal; otherwise the payoff is reduced 1-for-1 with the index decline, down to zero. The notes are callable at the issuer’s option on specified dates at $1,000 plus any due coupon, are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and the Citigroup Inc. guarantee, and are expected to have an initial estimated value of at least $936 per $1,000, below the issue price due to embedded costs.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering medium-term senior notes called Dual Directional Buffer Securities with an autocall feature linked to the worst performer of the Nasdaq-100 Index® and the S&P 500® Index, due October 5, 2028. Each security has a $1,000 stated principal amount.
The notes pay no coupons and may be automatically redeemed on October 1, 2027 at $1,102.50 per $1,000 (a 10.25% premium) if the closing value of each index is at or above its initial value. If not called, at maturity investors receive: upside of the worst-performing index leveraged at a 150% upside participation rate when it is at or above its initial value; a positive “dual-directional” payoff equal to the absolute value of the negative return when the worst-performing index is down but not below an 85% buffer level; or principal reduced 1-for-1 beyond a 15% buffer if that index falls more than 15%. The estimated value on the pricing date is expected to be at least $928 per security, below the $1,000 issue price, reflecting structuring and hedging costs.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured market-linked Medium-Term Senior Notes, Series N, due June 28, 2029, linked to the Dow Jones Industrial Average. The notes pay no interest and return at least the $1,000 principal per security at maturity, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
At maturity, investors receive principal plus a positive return if the Dow Jones Industrial Average final level exceeds its initial level, with 100% upside participation but capped by a maximum return of $175 per security (17.50%). If the index is flat or lower, only principal is repaid and no return is earned. Investors forgo dividends on the underlying and accept limited or no liquidity and potentially significant secondary market discounts.
The issue price is $1,000 per security, including up to $22.50 in underwriting fees, for minimum issuer proceeds of $977.50 per security. The estimated value on the pricing date is expected to be at least $915.00 per security, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate.
CITIGROUP INC (C), through subsidiary Citigroup Global Markets Holdings Inc., is offering market-linked medium-term senior notes linked to the Citi Dynamic Asset Selector 5 Excess Return Index, maturing on September 28, 2028 under its shelf registration. The notes are unsecured and fully and unconditionally guaranteed by Citigroup Inc.
The notes pay no periodic interest. At maturity, investors receive $1,000 principal per note plus a return amount that is positive only if the Index rises from the pricing date to the valuation date; the upside is leveraged by a 175% participation rate. If the Index is flat or down, investors receive only the $1,000 principal, subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk.
Issue price is $1,000 per note, including up to $25 underwriting fee (proceeds to issuer $975 per note), and the issuer expects the estimated value on the pricing date to be at least $899. The underlying Index is a rules-based strategy using equity and Treasury futures, a 5% volatility target and a 0.85% per annum index fee, and has shown low to modest historical and back-tested excess returns versus equity benchmarks.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, structured as Enhanced Barrier Digital Securities linked to Meta Platforms, Inc. Each security has a $1,000 stated principal amount, prices on August 31, 2026, and matures on April 12, 2027.
At maturity, if Meta’s closing value on the April 7, 2027 valuation date is at or above the final barrier (60% of the initial value), investors receive $1,061.50 per security (principal plus a fixed 6.15% digital return), regardless of how much Meta has risen. If the final value is below the barrier, investors receive Meta shares (or, at the issuer’s option, cash) based on an equity ratio, fully exposed to downside and potentially losing their entire investment. The notes pay no interest, provide no dividends or voting rights in Meta, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and may have limited or no secondary market liquidity. The issuer expects the estimated value on the pricing date to be at least $950 per security, below the issue price.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc. and with a full and unconditional guarantee by Citigroup Inc., is offering autocallable contingent coupon equity-linked senior notes due August 31, 2029, linked to the worst performer of the SPDR S&P 500 ETF Trust (SPY) and the VanEck Semiconductor ETF (SMH).
The notes have a stated principal of $1,000 per security and pay a contingent coupon of at least 3.2125% per quarter (at least 12.85% per annum) only if, on each valuation date, the worst-performing ETF is at or above its coupon barrier, set at 60% of its initial value. Beginning March 1, 2027, the notes are subject to automatic early redemption if the worst performer 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, on the final valuation date, the worst-performing ETF is below its 60% final barrier, principal is reduced one-for-one with the ETF’s loss, potentially to zero. Investors forgo dividends and upside in the ETFs and bear the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000, with an underwriting fee of up to $20 and minimum issuer proceeds of $980 per note; the estimated value on the pricing date is expected to be at least $918.50, below the issue price.
CITIGROUP INC (symbol: C) is the issuer of record for a Form 424B2 filing submitted to the SEC.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Callable Phoenix Securities linked to the worst performing of the S&P 500 Index and the Russell 2000 Index, fully and unconditionally guaranteed by Citigroup Inc. The aggregate stated principal amount is $8,230,000, with $1,000 per security and maturity on December 1, 2027, unless earlier redeemed.
The notes pay a contingent coupon of 0.7292% of principal on each coupon date only if the worst-performing index on the prior valuation date is at or above its coupon barrier (65% of its initial level); otherwise no coupon is paid. Principal is fully at risk below the same 65% final barrier: if, at final valuation, the worst-performing index is below its barrier, investors receive $1,000 plus $1,000 times the index return, which can be substantially less than principal and as low as zero.
Citigroup may call the securities in whole on any coupon payment date (other than maturity) for $1,000 plus the coupon. The issue price is $1,000 per security (or $995 for fiduciary accounts), with an estimated value of $990.70 based on internal models. The securities are unsecured obligations of the issuer and involve complex risks, including limited liquidity and uncertain U.S. tax treatment.
Citigroup Inc (C), through subsidiary Citigroup Global Markets Holdings Inc., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of QQQ, IWM and SPY, with a stated principal amount of $1,000 per security and full, unconditional guarantee by Citigroup Inc.
The notes pay a 2.25% quarterly contingent coupon (9.00% per annum) only if, on each valuation date, the worst-performing ETF is at or above its coupon barrier set at 70% of its initial value. Missed coupons can be paid later if the barrier is subsequently met, but all coupons can be lost.
The notes can be automatically called on scheduled autocall dates if the worst-performing ETF is at or above its initial value, returning $1,000 plus the due coupon(s). If not called and at final valuation the worst performer is below its 70% final barrier, investors receive ETF shares (or cash) worth less than principal and possibly far less. The issue price is $1,000, including an $11 underwriting fee, with proceeds of $989 to the issuer and an expected initial estimated value of at least $927 per note, reflecting structuring and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and liquidity may be limited.
CITIGROUP INC (C), via subsidiary Citigroup Global Markets Holdings Inc., is offering autocallable medium-term senior notes (Series N) linked to the worst performing of the S&P 500 Index and the Russell 2000 Index, fully and unconditionally guaranteed by Citigroup Inc.
Each security has a $1,000 stated principal amount. The notes may be automatically redeemed on October 1, 2027 if the worst-performing index is at or above its initial value, paying $1,000 plus a 12.25% premium ($1,122.50). If held to October 4, 2029 and the worst-performing index is at or above its initial value, investors receive $1,000 plus a 40.00% premium ($1,400).
If, at final valuation, the worst-performing index is below its initial value but at or above 75% of its initial value (the trigger), investors receive only principal back. If it is below the 75% trigger, repayment is reduced one-for-one with the index loss, down to potential total loss. The estimated value on the pricing date is expected to be at least $921.50 per security, below the $1,000 issue price, and investors will not receive dividends on the indices. The tax treatment is uncertain; the notes are expected to be treated as prepaid forward contracts.
CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of callable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, the Nasdaq-100 Index® and the S&P 500® Index, each with a $1,000 stated principal amount and fully and unconditionally guaranteed by Citigroup Inc. The notes pay a contingent coupon of at least 0.8542% of principal per month (about 10.25% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level; otherwise no coupon is paid. Citigroup may call the notes in whole on specified dates, paying $1,000 plus any due coupon, which can shorten the investment horizon.
If the notes are not called, principal repayment at maturity depends solely on the worst-performing index: investors receive full principal back only if that index finishes at or above its 70% final barrier; otherwise, repayment is $1,000 + $1,000 × underlying return of the worst index, with no minimum, so losses can reach 100%. Dividends on the indices are forgone, and investors have exposure to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, limited liquidity and complex U.S. tax treatment. The issue price is $1,000 per note, including up to $7 in underwriting fees, with estimated value on the pricing date expected to be at least $937.50.
CITIGROUP INC (symbol: C) is the issuer of record for a Form 424B2 filing submitted to the SEC.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering callable equity linked securities tied to Monolithic Power Systems, Inc. with a stated principal amount of $5,000 per security, issued under its medium-term note program. The notes pay a quarterly coupon of 3.1375% of principal, equivalent to 12.55% per annum, until maturity on September 1, 2028 or earlier issuer call. Citigroup may redeem the notes in whole on specified dates in 2027–2028 at $5,000 plus the coupon per security. If held to maturity and a “downside event” does not occur, investors receive principal plus the final coupon. If a downside event occurs, investors receive a fixed number of Monolithic Power Systems shares (or, at Citigroup’s option, cash) that may be worth substantially less than principal and could be zero, in addition to the final coupon. The estimated value on the pricing date is expected to be at least $4,585 per security, below the issue price, reflecting structuring and hedging costs and the issuer’s funding rate.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, senior, equity-linked medium-term notes tied to the worst-performing of the EURO STOXX 50® Index, Nasdaq‑100 Index® and Russell 2000® Index, maturing September 8, 2031 and fully and unconditionally guaranteed by Citigroup Inc.
The notes pay a contingent coupon of 2.9375% per quarter (11.75% per annum) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level; otherwise no coupon is paid for that period. Principal repayment is contingent: if held to maturity and the worst-performing index is at or above 60% of its initial level, investors receive $1,000 per note (plus any final coupon). If it is below 60%, repayment is reduced 1-for-1 with the index loss, down to zero.
Citigroup may call the notes in whole on specified dates, paying $1,000 plus any due coupon, capping future income. Per-note economics include an issue price of $1,000, an underwriting fee of up to $3.00 and issuer proceeds of $997.00, with an estimated initial value of at least $939.00, reflecting structuring, hedging costs and internal funding rates. The notes carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., offer no index upside or dividends, may have limited or no liquidity, and involve complex U.S. tax and non‑U.S. withholding considerations.
CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities tied to the worst performer of the Dow Jones Industrial Average, Nasdaq‑100 Index® and Russell 2000® Index, maturing August 28, 2031.
The notes pay a 0.7458% contingent coupon per month (about 8.95% per year) only if, on each valuation date, the worst‑performing index is at or above its coupon barrier (75% of its initial level). From August 25, 2027, the notes are subject to automatic early redemption at $1,000 plus coupon if the worst index is at or above its initial level.
At maturity, if not called and the worst index is at or above 70% of its initial level, holders receive $1,000 per note (plus any final coupon). If it is below 70%, repayment is reduced one‑for‑one with the index loss, potentially down to $0. The issue price is $1,000 per note, with estimated value $959, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and the Citigroup Inc. guarantee.
Citigroup Inc. (C), via Citigroup Global Markets Holdings Inc., is offering unsecured autocallable contingent coupon equity-linked securities due August 28, 2031, each with a $1,000 stated principal amount, linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER. The note pays a quarterly contingent coupon of 1.1375% of principal (an annualized 13.65%) only if, on the relevant valuation date, the index is at or above the coupon barrier of 5,903.064, which is 60% of the initial index level of 9,838.44. Missed coupons can be recouped later if the barrier is met, but may be lost entirely.
The notes are autocallable on scheduled dates from August 26, 2027 through July 28, 2031 if the index is at or above its initial level; in that case investors receive $1,000 plus the due coupon and any unpaid coupons, ending further payments. If not called, maturity payoff depends on the final index level: if at or above the final barrier (also 60% of initial), investors receive full principal plus the final coupon; if below, repayment equals $1,000 + ($1,000 × index return), exposing holders to 1-for-1 downside below the barrier and potential total loss of principal and coupons.
The underlying index targets 40% volatility with leverage up to 500%, applies notional costs and a 6% per annum decrement, and is expected to underperform the S&P 500 Index; it also has limited live history and relies on complex intraday trend and mean-reversion signals that may perform poorly. The offering size is $2,603,000 with an underwriting fee of $35 per note; the estimated fair value at pricing is $896.30, below the $1,000 issue price, and secondary market liquidity may be limited. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the U.S. tax treatment is uncertain.
Citigroup Inc. (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, guaranteed autocallable securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, maturing August 30, 2032. Each security has a $1,000 stated principal amount and pays no interest.
The notes may be automatically redeemed on scheduled valuation dates if the index closes at or above the autocall barrier of 620.875 (90% of 689.8606), returning $1,000 plus a fixed premium that starts at 15.75% in May 2027 and rises to 126.00% by August 25, 2032. If not called, at maturity investors receive: $1,000 plus the final premium if the index is at or above the autocall barrier; $1,000 if it is below the autocall barrier but at or above the final barrier of 413.916 (60%); or $1,000 plus $1,000 times the index return if below the final barrier, exposing principal 1-for-1 to index losses.
The underlying index is complex and risky, using up to 500% leverage on S&P 500 futures, a 40% volatility target, and a 6% per annum decrement, and is expected to underperform the S&P 500® Index. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., there may be little or no secondary market, and the estimated value on the pricing date is $954.70 per $1,000 issue price.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Callable Contingent Coupon Equity Linked Securities maturing August 30, 2029, linked to the worst performing of the Nasdaq‑100 Index, Russell 2000 Index and S&P 500 Index. The stated principal amount is $1,000 per security, with total issuance of $603,000, and all payments are fully and unconditionally guaranteed by Citigroup Inc.
The notes pay a monthly contingent coupon of 0.8333% (about 10.00% per year) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier, set at 60% of its initial value (which is also the final barrier). If held to maturity and not called, investors receive $1,000 per note only if the worst performer is at or above its final barrier; otherwise, repayment is reduced 1‑for‑1 with the decline of that index, down to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The estimated value is $989.10 per note, below the $1,000 issue price, reflecting structuring and hedging costs, and the securities are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk and limited secondary market liquidity.
Citigroup Inc. (C), through Citigroup Global Markets Holdings Inc., is offering callable Contingent Coupon Equity Linked Securities linked to the worst performing of the EURO STOXX 50®, Russell 2000® and S&P 500® indices, maturing on September 2, 2031, in $1,000 denominations and fully guaranteed by Citigroup Inc.
The notes pay a 10.00% per annum contingent coupon (2.50% of principal per quarter) only if, on each valuation date, the worst performing index is at or above 70% of its initial value. Citigroup may redeem the notes in whole on specified quarterly dates at $1,000 plus any due coupon, limiting the maximum term.
If not redeemed, principal repayment at maturity depends solely on the worst performing index. Full principal is returned only if that index is at or above 50% of its initial value; otherwise, repayment is reduced 1% for each 1% decline, with no minimum, so loss of the entire investment is possible. Investors receive no dividends or upside participation in any index, face limited or no secondary market liquidity, and are exposed to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per note, while the estimated value is $979, reflecting selling, structuring and hedging costs.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of Invesco QQQ, iShares MSCI Emerging Markets ETF (EEM) and SPDR S&P 500 ETF Trust (SPY), due September 4, 2029 and fully and unconditionally guaranteed by Citigroup Inc.
The notes pay a 2.55% quarterly contingent coupon (10.20% per annum) only if, on each valuation date, the worst-performing ETF is at or above its coupon barrier (75% of its initial value). Missed coupons may be recouped later if the condition is again met, but can be lost entirely over the term.
Automatic early redemption can occur on specified dates starting February 25, 2027 if the worst-performing ETF is at or above its initial value, returning $1,000 plus the applicable coupon. If not called, principal repayment at maturity depends solely on the worst performer: if its final value is at or above 75% of its initial value, investors receive $1,000; otherwise they receive $1,000 plus the underlying return of the worst performer and may lose up to their entire investment. The securities are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, maturing August 28, 2031. Each $1,000 security pays a contingent coupon of 0.5833% per month (about 7.00% per annum) only when the worst-performing index on a valuation date is at or above 75% 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 at $1,000 plus the coupon. 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 value; otherwise, repayment is reduced 1% for each 1% decline in that index, down to zero. The estimated value is $953.40 per $1,000, below the issue price, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, maturing August 30, 2029. Each security has a $1,000 principal amount and may be automatically redeemed on monthly potential autocall dates from February 25, 2027 if the worst performing index is at or above its initial value, paying $1,000 plus the applicable coupon.
The notes pay a contingent coupon of 0.7792% per month of principal (about 9.35% per year) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier (70% of its initial level). 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; otherwise they are repaid $1,000 plus the index return of the worst performer, exposing them to 1-for-1 downside below the barrier with no minimum repayment.
The total offering is $5.424 million at $1,000 per note, with an underwriting fee of up to $5 per note and estimated value of $992.90 based on CGMI models and its internal funding rate. Investors do not receive dividends or upside participation in the indices and face issuer and guarantor credit risk, limited or no liquidity, complex tax treatment and the risk of losing a significant portion or all of their investment.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is issuing unsecured, guaranteed Callable Contingent Coupon Equity Linked Securities maturing on August 30, 2029, linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index.
Each $1,000 security pays a monthly contingent coupon of 0.8333% (about 10.00% per annum) only if, on the prior valuation date, the worst-performing index is at or above its coupon barrier (80% of its initial level). Missed coupons can be recouped later if the worst-performing index subsequently closes at or above its barrier.
At maturity, if not previously called, investors receive $1,000 per security only if the worst-performing index is at or above its final barrier (60% of initial). Otherwise, principal is reduced 1-for-1 with the index loss, potentially to zero. Citigroup may call the notes on specified dates at $1,000 plus any due coupon. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., offer no index upside or dividends, are expected to have limited liquidity, and have an estimated value of $992 per $1,000 at pricing, below the issue price.
Citigroup Inc. (C), via Citigroup Global Markets Holdings Inc., is offering unsecured Dual Directional Buffer Securities linked to the worst performing of the Dow Jones Industrial Average and the Russell 2000® Index, maturing April 4, 2028. The notes pay no interest and repay a variable amount at maturity.
Each $1,000 security provides 120% participation in the worst performer’s return, with gains capped by a maximum upside return of at least $167.50 per security and a 15% downside buffer. If the worst index falls more than 15%, losses are 1% of principal for each 1% drop beyond that level.
All payments depend on Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit and the closing value of the worst index on a single valuation date, March 30, 2028. Investors forgo dividends and may face limited or no liquidity; the estimated initial value is at least $926.50 per $1,000 security, below the issue price.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing August 30, 2029. Each security has a $1,000 stated principal amount and pays a contingent coupon of 0.8625% per month (annualized 10.35%) only if the worst-performing index on the relevant valuation date is at or above its coupon barrier.
Each index’s initial value is set at its August 25, 2026 close, with both the coupon barrier and final buffer equal to 80% of that level, giving a 20% downside buffer at maturity. If not called and the worst-performing index ends below its buffer, the maturity payment is reduced 1% for each 1% decline beyond the 20% buffer, potentially down to a small fraction of principal. Citigroup may redeem the notes in whole on specified dates at $1,000 plus any due coupon. The issue price is $1,000 per security, including a $10 underwriting fee, with total offering size of $305,000 and proceeds to the issuer of $301,950. The estimated value on the pricing date is $984.90 per security, reflecting internal funding and structuring and hedging costs, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, index-linked notes tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500, maturing August 30, 2029 and fully and unconditionally guaranteed by Citigroup Inc.
The securities pay a contingent coupon of 0.9875% of principal per period (11.85% annualized) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level; otherwise no coupon is paid for that period. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. If held to maturity and not redeemed, investors receive $1,000 per note if the worst-performing index is at or above 70% of its initial level; otherwise the payoff is $1,000 plus $1,000 times the index return of the worst performer, which can result in a substantial or total loss of principal. 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 liquidity and significant market and tax complexity.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable barrier securities linked to the worst performer of the S&P 500 Futures Excess Return Index and the State Street® Utilities Select Sector SPDR® ETF, maturing August 28, 2031, with a $1,000 stated principal per security.
The notes pay no interest and do not guarantee principal. On each quarterly valuation date from August 23, 2027, the notes auto-call if the worst-performing underlying is at or above its initial value, returning $1,000 plus a fixed premium that starts at 13.15% and steps up to 62.4625% by May 27, 2031. If not called, at maturity investors get full principal plus upside at a 100% participation rate if the worst performer is above its initial value, par if it is between its initial value and the barrier, and 1:1 downside if it is below the barrier.
The barrier for each underlying is 70% of its initial value (612.17 and $43.31, giving barriers 428.519 and $30.317). The issue price is $1,000, including up to a $40 underwriting fee, while the estimated value is $929.20. Investors face credit risk of Citigroup entities, no dividends on the underlyings, potential illiquidity, complex U.S. tax treatment and structural risks from a futures-based index and a sector-concentrated ETF.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is issuing unsecured Callable Contingent Coupon Equity Linked Securities due August 29, 2030, linked to the worst performing of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index.
The notes pay a 0.6333% quarterly contingent coupon (about 7.60% per annum) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level (the coupon barrier). Principal is protected only by a 30% buffer: if, at final valuation, the worst-performing index is down more than 30%, repayment is reduced 1% for each percentage point beyond that, potentially well below the $1,000 stated principal.
Citigroup may call the notes at par plus any due coupon on specified dates starting in 2028, capping future income. The initial issue price is $1,000 per note versus an estimated value of $987.30, reflecting selling, structuring and hedging costs. Investors face Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, complex tax treatment, and potentially limited or no secondary market liquidity.
CITIGROUP INC (through Citigroup Global Markets Holdings Inc.) is offering callable contingent coupon equity-linked securities due July 28, 2028, linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index. Each security has a $1,000 stated principal amount and pays a contingent coupon of 0.9442% per period (about 11.33% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier.
For each index, the coupon barrier and final barrier are set at 70.00% of its initial value (Nasdaq-100® 29,209.23; Russell 2000® 3,010.022; S&P 500® 7,677.28 as of August 25, 2026). If not called and the worst performing index on the final valuation date is below its final barrier, repayment of principal is reduced one-for-one with that index’s decline, down to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. All payments are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., and are subject to their credit risk. The issue price is $1,000 per security and the estimated value on the pricing date is $985.80, reflecting selling, structuring, hedging costs and the issuer’s internal funding rate.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is issuing unsecured, equity-linked notes tied to the worst of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, fully and unconditionally guaranteed by Citigroup Inc. Each security has a $1,000 stated principal amount, prices on August 25, 2026, is issued on August 28, 2026 and, if not called, matures on August 30, 2029.
The notes pay a contingent coupon of 0.9792% per month (about 11.75% 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 level. Principal at maturity is fully returned only if the worst-performing index is at or above its final barrier (also 70% of its initial value); otherwise, repayment is reduced 1:1 with the index loss, down to zero.
Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The offering totals $2,703,000, with an estimated value of $986.30 per note, reflecting selling, structuring and hedging costs. Investors face downside equity risk, issuer and guarantor credit risk, limited liquidity, complex tax treatment and no dividend or upside participation in the indices.
Citigroup Inc. (C), through Citigroup Global Markets Holdings Inc., is offering $3,027,000 of Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, maturing August 28, 2031, at $1,000 per security.
The notes pay a 0.7042% contingent coupon per month (about 8.45% per year) only if, on each valuation date, the worst-performing index is at or above its coupon barrier (75% of initial). They may be automatically called on specified dates if the worst performer is at or above 95% of its initial value, in which case holders receive $1,000 plus the coupon and the investment ends early.
If the notes are not called and on the final valuation date the worst-performing index is below its 70% final barrier, principal is reduced 1-for-1 with that index’s loss, down to a zero payout. Investors do not receive dividends or upside from the indices and face full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value is $958.40 per $1,000 at pricing, below issue price, and secondary market liquidity may be limited. The U.S. tax treatment is uncertain and may be adverse, particularly for non-U.S. holders.
CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the iShares MSCI South Korea ETF, maturing on August 28, 2031. Each security has a $1,000 stated principal amount and pays a contingent coupon of 0.9833% of principal per month (about 11.80% per annum) only if the ETF’s closing value on the relevant valuation date is at or above the coupon barrier value.
The initial underlying value is $180.15, with both the coupon barrier value and final barrier value set at $90.075 (50% of the initial value). If the note is not called and the final ETF value is below the final barrier, investors receive $1,000 + ($1,000 × underlying return), which may be significantly less than $1,000 and can be zero. The notes may be automatically redeemed on specified dates if the ETF closes at or above its initial value, in which case investors receive $1,000 plus the applicable coupon (and any previously unpaid coupons).
The total offering is $652,000 (652 notes), with an issue price of $1,000, an underwriting fee of $41 per security, and proceeds to the issuer of $959 per security. The estimated value on the pricing date is $937.50 per security, below the issue price, reflecting selling, structuring, and hedging costs. Payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the securities may have limited or no secondary market liquidity.
Citigroup Inc. (C), through Citigroup Global Markets Holdings Inc., is offering callable contingent coupon equity-linked securities due June 28, 2029, fully and unconditionally guaranteed by Citigroup Inc. Each $1,000 security pays a 0.8417% contingent coupon per valuation period (about 10.10% per annum) only if the worst-performing of the Consumer Staples Select Sector SPDR ETF (XLP), the S&P 500 Index and the Russell 2000 Index is at or above its applicable coupon barrier.
Principal repayment is linked to the worst-performing underlying. If, at final valuation, that underlying is at or above its final buffer value (75% of initial), investors receive $1,000 per security; otherwise principal is reduced using a 25% buffer and a buffer rate of about 133.3333%, so losses accelerate beyond the 25% decline level and can reach total loss. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The total offering is $60.7 million, with an estimated value of $992.70 per $1,000 security at pricing, reflecting dealer modeling and funding assumptions. The product entails issuer and guarantor credit risk, equity market risk on three indices/ETF, potential non-payment of coupons, complex U.S. tax treatment (including possible 30% withholding for certain non-U.S. holders), and limited or no secondary market liquidity.