Citigroup Inc. 424B Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable barrier securities linked to the S&P 500® Index, maturing on February 6, 2029, with a stated principal amount of $1,000 per security and no periodic interest.

The notes can be automatically redeemed on valuation dates in 2027 or 2028 if the index closes at or above the initial level of 6,969.01, paying back principal plus a premium of 8.25% or 16.50%, respectively. If held to the final valuation date in 2029, investors receive principal plus the greater of a 24.75% premium or 150% of index gains, if the index is at or above the initial level.

If the final index value is below the initial but at or above the barrier level of 4,878.307 (70% of the initial), only principal is repaid. Below the barrier, losses are one-for-one with the index decline, up to total loss of principal. The securities are unsecured, not listed on an exchange, have limited liquidity, and carry the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 with an estimated value of at least $923 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk contingent income auto-callable notes maturing in February 2027 linked to the worst-performing of AMD, Broadcom and NVIDIA common stock.

Investors may receive a quarterly contingent coupon of 5.3125% of the $1,000 principal (21.25% per year) only if, on each valuation date, the worst-performing stock closes at or above 55% of its initial price. Missed coupons can be caught up later if the condition is met, but may be lost entirely.

The notes can be automatically redeemed as early as roughly three months after issuance if the worst-performing stock is at or above its initial price, paying $1,000 plus the applicable coupon and any unpaid coupons. If not called and the worst-performing stock finishes below its 55% downside threshold at maturity, repayment of principal is reduced one-for-one with the stock’s loss and can fall to zero. The securities are not exchange-listed; the estimated value on the pricing date is expected to be at least $917.50 per $1,000, reflecting fees, hedging costs and the issuer’s funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering contingent barrier digital notes linked to shares of the iShares Silver Trust (SLV) maturing in August 2027.

Each $1,000 note pays back principal plus a fixed return of $317 (31.70%) if the final average SLV price is at or above a barrier set at 60% of the initial share price. If the final price is below the barrier, repayment is $1,000 plus the share return, creating losses that can reach a total loss of principal.

The notes are unsecured senior debt, will not be listed on any exchange, and depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per note, with an underwriting fee of $12.50 and an estimated value on the pricing date expected to be at least $897 per note, reflecting dealer models, funding costs and hedging.

Citigroup Inc. is offering unsecured Callable Fixed to Float Range Accrual Notes linked to the 10-year constant maturity Treasury (CMT) rate, maturing on January 30, 2031. Each note has a stated principal amount of $1,000.

For the first year, the notes pay a fixed coupon of 7.15% per annum, regardless of the 10-year CMT rate. After the first year, interest becomes variable: on each quarterly interest payment date, the coupon is based on a contingent rate of 7.15% per annum multiplied by the fraction of days in the period when the 10-year CMT rate is between 0.00% and 4.50%. If the CMT rate is outside this range every day in an accrual period, the coupon for that period will be 0.00%.

Citigroup may redeem the notes in whole, but not in part, on any interest payment date on or after January 30, 2027 at 100% of principal plus accrued interest. The notes are intended to qualify as TLAC-eligible senior debt, rank equally with other unsecured unsubordinated obligations, will not be listed on any exchange and involve significant risks, including issuer credit risk, complex interest calculation, potential low or zero coupons, and U.S. tax treatment as contingent payment debt instruments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,203,000 of Autocallable Securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, maturing February 2, 2034. Each security has a $1,000 stated principal amount and pays no interest.

The notes can be automatically redeemed early at set dates if the index is at or above 90% of its initial level, returning principal plus a fixed premium that steps up over time to 122% of principal on the final valuation date. If held to maturity without autocall, investors receive principal plus the final premium if the index is at or above the autocall barrier, principal only if it is between the final barrier (50% of initial) and the barrier, and suffer 1‑for‑1 losses below the final barrier, potentially losing their entire investment.

The underlying index is complex and risky, using up to 500% leveraged exposure to S&P 500 futures, a 40% volatility target and a 6% per‑year decrement, all of which can cause performance to lag the S&P 500 Index significantly. The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, and had an estimated value of $897.90 per security on the pricing date, below the $1,000 issue price due to embedded costs and dealer compensation.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $136,000 of autocallable market-linked securities tied to the Citi Dynamic Asset Selector 5 Excess Return Index. Each $1,000 note pays no interest and may be automatically redeemed on annual valuation dates from 2027 to 2032 if the index closes at or above an increasing premium threshold.

If called, investors receive $1,000 plus a preset premium ranging from 6.75% to 40.50%, ending the investment early. If not called, at February 1, 2033 maturity investors get back principal plus 100% of any positive index return, or only principal if the index is flat or lower.

The notes are unsecured and unsubordinated, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and may have limited liquidity. The complex underlying index uses futures, leverage constraints, a 5% volatility target and a 0.85% annual index fee, and may underperform traditional equity or bond investments. The issue price is $1,000 per note, with an estimated value of $916.90 after fees and structuring costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable market-linked securities tied to the Citi Dynamic Asset Selector 5 Excess Return Index, with an aggregate stated principal amount of $5,076,000 and $1,000 denomination per security.

The notes pay no interest. On annual valuation dates from 2027–2030, if the Index is at or above the initial level of 234.16, the notes are automatically redeemed at $1,000 plus a fixed premium of 6%, 12%, 18% or 24%, respectively.

If not redeemed early, at maturity in January 2031 investors receive $1,000 plus a positive return equal to 100% of any Index appreciation; if the Index is flat or lower, only principal is repaid. The notes are subject to the credit risk of both issuers, will not be listed, and the estimated value at pricing ($946.60) is below the $1,000 issue price, reflecting fees, hedging costs and Citi’s internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering PLUS (Performance Leveraged Upside Securities) linked to the EURO STOXX 50® Index. Each note has a $1,000 stated principal amount, 15‑month term and pays no interest.

At maturity, if the index is above its initial level, investors receive $1,000 plus 300% of the index gain, capped at a maximum payment of $1,217 per note (21.70% total return). If the index is flat or lower, repayment falls 1% for every 1% index decline, with no minimum—losses can reach 100% of principal.

The notes are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, and may have limited liquidity. The estimated value on the pricing date is expected to be at least $916 per $1,000 note, below the issue price, reflecting underwriting, selling and structuring fees and hedging costs.

Citigroup Global Markets Holdings Inc. is offering $698,000 of unsecured, index-linked securities guaranteed by Citigroup Inc., tied to the Citi Dynamic Asset Selector 5 Excess Return Index. The notes pay no interest and return at least the $1,000 principal per security at maturity on February 1, 2028, subject to issuer and guarantor credit risk.

At maturity, investors receive principal plus a return equal to the index gain, if any, multiplied by a 150% upside participation rate; if the index is flat or down, only principal is repaid. The index is a rules-based strategy rotating between equity and Treasury futures with a 5% volatility target and a 0.85% annual index fee, which can dampen performance. The estimated value on the pricing date is $949.90 per $1,000 note, below the issue price, and the securities will not be listed, so liquidity may be limited.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices, maturing on February 1, 2029.

The notes pay a contingent coupon of at least 10.50% per annum, but only if on each valuation date the worst-performing index is at or above 75% of its initial level. At maturity, if not called and the worst index is at or above 65% of its initial level, investors receive full principal; below that, repayment falls one-for-one with the index decline and can drop to zero.

Citigroup may redeem the securities early on specified dates at $1,000 plus any due coupon. The notes are not exchange-listed, carry full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., embed complex correlation and volatility exposure, and involve uncertain and potentially adverse U.S. tax treatment, especially for non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term notes called callable contingent coupon equity linked securities tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing February 1, 2029.

The notes pay a contingent coupon of at least 0.8417% per month (about at least 10.10% per year) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. If this condition is not met, that period’s coupon is skipped.

Citigroup may redeem the notes on specified dates starting in late August 2026 at $1,000 per note plus any due coupon. If held to maturity and not redeemed, investors receive $1,000 only if the worst-performing index is at or above 70% of its initial level; otherwise, the payoff is reduced one-for-one with that index’s loss, potentially to zero. The notes will not be listed, carry full issuer and guarantor credit risk, and have an estimated value on pricing of at least $930 per $1,000 issue price, reflecting embedded costs and dealer margins.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Enhanced Barrier Digital Securities linked to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indexes, each with a $1,000 stated principal amount and no periodic interest.

At maturity on September 1, 2027, investors receive $1,000 plus a fixed digital return of $134 (a 13.40% gain) per security if the worst performing index finishes at or above 70% of its initial level. If the worst performer ends below 70%, repayment is reduced 1‑for‑1 with its loss, down to possible full principal loss.

The notes are subject to the credit risk of both issuers, will not be listed on an exchange, and may have limited or no liquidity. The preliminary estimated value on the pricing date is expected to be at least $931 per security, reflecting structuring, hedging costs and use of an internal funding rate. The tax treatment is expected to follow a prepaid forward contract approach, though it remains subject to confirmation.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured market‑linked notes tied to the Citi Dynamic Asset Selector 5 Excess Return Index, maturing on September 1, 2027. The notes have a $1,000 stated principal amount and pay no periodic interest.

At maturity, investors receive $1,000 plus a return amount if the Index has risen, equal to the index return multiplied by a 150% upside participation rate; if the Index is flat or lower, only $1,000 is repaid. The securities will not be listed and may have limited liquidity.

The Index is a rules‑based strategy allocating between S&P 500 and 10‑year U.S. Treasury futures, targets 5% volatility, and is reduced by a 0.85% annual index fee. The issue price is $1,000 per note, including up to a $10 underwriting fee, with at least $918 estimated value on the pricing date, 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 market-linked securities tied to the Dow Jones Industrial Average, maturing on November 29, 2028. Each security has a $1,000 stated principal amount and pays no interest.

At maturity, holders receive $1,000 plus a return amount if the index final value exceeds its initial value. The upside participation rate is 100%, but the total gain is capped at $134 per security (13.40%). If the index is flat or lower, investors receive only the $1,000 principal.

The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not FDIC insured, and will not be listed on any exchange, so liquidity may be limited. The issuer expects the estimated value on the pricing date to be at least $909 per $1,000 note, below the issue price, and Citigroup Global Markets Inc. will receive an underwriting fee of up to $22.50 per security. Investors forgo dividends on the Dow Jones Industrial Average components and face complex U.S. tax treatment as contingent payment debt instruments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to NVIDIA Corporation. Each security has a stated principal amount of $1,000 and a term to February 3, 2028, unless automatically redeemed earlier.

Investors may receive quarterly contingent coupons at a rate of at least 14.00% per annum if NVIDIA’s closing value on the relevant valuation date is at or above a coupon barrier set at 59.00% of the initial value. Missed coupons can be paid later if the barrier is met on a subsequent date, but may be lost entirely.

The notes are automatically called if, on specified potential autocall dates, NVIDIA’s value is at or above its initial value, returning $1,000 plus applicable coupons. If the notes are not called and NVIDIA’s final value is below the 59.00% final barrier, investors receive a fixed number of NVIDIA shares (or cash equivalent) that may be worth far less than $1,000, possibly zero.

The securities carry full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and may have limited liquidity. The issue price is $1,000 per security, including up to $18.50 in underwriting fees, with estimated value on the pricing date expected to be at least $923.00.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to Palo Alto Networks, Inc. (PANW), maturing on February 3, 2028.

The notes pay a contingent coupon of at least 2.75% per quarter (at least 11.00% per year) only if PANW’s closing price on each valuation date is at or above a coupon barrier set at 65% of the initial share price. Missed coupons can be “made up” later if the barrier is again met, but if the barrier is never met, investors receive no coupons.

The securities are autocallable: on specified dates from July 30, 2026 through November 1, 2027, if PANW is at or above its initial price, the notes are automatically redeemed at $1,000 plus coupon, ending all future payments.

If not called and PANW’s final price is at or above the same 65% final barrier, investors receive $1,000 plus the final coupon. If the final price is below the barrier, investors receive a fixed number of PANW shares (or equivalent cash), which may be worth far less than $1,000, including possibly zero. Investors face full market risk in PANW and credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., with no listing and potentially limited liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable contingent coupon equity-linked securities due February 2, 2029, linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index.

The notes pay a contingent coupon of at least 0.9583% per month (about 11.50% per year) only if, on each valuation date, the worst-performing index is at or above 90% of its initial level. They can be automatically called from April 30, 2026 onward if that worst index is at or above its initial level, returning $1,000 plus the coupon. At maturity, if not called and the worst index is below 70% of its initial level, investors lose 1% of principal for each 1% decline beyond the 30% buffer. The securities are unsecured, not listed, have an estimated value of at least $938.50 per $1,000 at pricing, and carry full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 face-value autocallable contingent coupon equity-linked securities tied to the worst performer of Alphabet Inc. and Meta Platforms, Inc., maturing on February 14, 2029.

Investors may receive quarterly contingent coupons of at least 2.725% (at least 10.90% per year) only if, on each valuation date, the worst-performing share closes at or above 60% of its initial value. The notes can be automatically called from August 12, 2026 onward if the worst performer is at or above its initial level, returning $1,000 plus the coupon.

If not called and the worst performer finishes below its 60% final barrier, repayment is reduced one-for-one with the decline and can be zero, so principal is not protected. The securities are unsecured, unlisted, subject to Citigroup credit risk, and initially estimated to be worth at least $874.50 per $1,000 after fees and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, autocallable notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing on February 22, 2036, in $1,000 denominations.

The notes pay no interest and may redeem early with fixed premiums of at least 23.50% to 235.00% of principal, depending on the valuation date, if the index is at or above its initial level. If held to maturity, investors receive principal plus the final premium when the index is at or above its initial level, only principal if it is between 50% and 100% of the initial level, and suffer 1‑for‑1 losses below the 50% barrier, potentially down to zero.

The index itself is complex and risky, using volatility‑targeted, potentially up to 500% leveraged exposure to S&P 500 futures, reduced by a 6% per annum decrement and an implicit financing cost, and is expected to underperform the S&P 500 Index. The notes will not be listed, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and carry an estimated value on the pricing date of at least $861.00 per $1,000 issue price, after a $50.00 per‑note underwriting fee.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering long-dated, unsecured autocallable notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, with a stated principal amount of $1,000 per security and maturity on February 22, 2036.

The notes pay no interest and do not guarantee principal. On scheduled valuation dates starting in 2027, if the index closing value is at or above its initial level, the notes are automatically redeemed for $1,000 plus a fixed premium that steps up over time, beginning at 21.50% of principal and reaching 215.00% by the final valuation date.

If the notes are not called and the final index value is at or above 60% of the initial level, investors receive $1,000 plus the final premium. If the final value is below 60%, repayment is $1,000 plus the index return, creating 1-for-1 downside exposure and the possibility of a total loss.

The underlying index is complex and risky: it references leveraged S&P 500 futures exposure with a 35% volatility target, an implicit financing cost and a fixed 6% per annum decrement, all of which can cause it to underperform the S&P 500 Index, sometimes by a wide margin. The notes are not listed, may have limited liquidity, and their value is sensitive to Citigroup’s credit, market volatility and dealer pricing. Estimated value at pricing is expected to be at least $862.50 per note, below the $1,000 issue price, reflecting structuring, hedging costs and dealer profit.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing on February 22, 2036. Each security has a $1,000 stated principal amount and may pay quarterly contingent coupons of at least 3.00% per period (at least 12.00% per annum) only if the index stays at or above a 50% coupon barrier on scheduled valuation dates.

The notes are autocallable: if on specified potential autocall dates the index closes at or above its initial level, investors receive $1,000 plus the coupon and the notes terminate early. If the notes are not called and the final index value is below the 50% final barrier, repayment of principal is reduced one-for-one with the index loss, potentially to zero, and no final coupon is paid.

The underlying index embeds up to 500% leveraged exposure to S&P 500 futures, a 35% volatility target, and a 6% per‑annum decrement, all of which can materially drag performance and increase downside risk. The estimated value on the pricing date is expected to be at least $863.50 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The securities will not be listed on any exchange, may have limited or no 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 offering $1,000-denomination autocallable securities linked to the worst performer of the EURO STOXX 50® and Russell 2000® indices, maturing on February 14, 2031. The notes pay no interest and do not guarantee principal repayment.

The notes can be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial level, paying $1,000 plus a premium starting at 2.875% of principal in May 2026 and rising to at least 57.50% by February 11, 2031. If held to maturity and not called, investors receive $1,000 plus the final premium if the worst-performing index is at or above its initial level, only $1,000 if it is between 75% and 100% of its initial level, and a loss matching the full negative performance if it finishes below 75% of its initial level.

The securities are unsecured and unsubordinated obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, carry an underwriting fee of up to $30.50 per note, and have an estimated value on the pricing date expected to be at least $908.50 per note, below the $1,000 issue price.

Citigroup Inc. is offering 32,000,000 depositary shares, each representing a 1/1,000th interest in a share of its 6.250% Noncumulative Preferred Stock, Series II. The issue has an $800,000,000 aggregate liquidation preference, with each depositary share reflecting a $25 liquidation preference.

Dividends are noncumulative, payable in cash only when declared, at a 6.250% annual rate on the $25,000 liquidation preference per preferred share, equivalent to $1.5625 per depositary share per year, starting May 15, 2026. Citigroup may redeem the preferred stock on any dividend payment date on or after February 15, 2031, or within 90 days following a Regulatory Capital Event, at $25,000 per preferred share ($25 per depositary share), subject to Federal Reserve approval.

Net proceeds are expected to be approximately $779,400,000, which Citigroup expects to use for general corporate purposes, including potential redemption of outstanding preferred stock and other securities, including common stock. Application will be made to list the depositary shares on the NYSE under the symbol “C PR I.”

Citigroup Global Markets Holdings Inc. plans to issue fully guaranteed Medium-Term Senior Notes, Series N, in $1,000 denominations. The callable fixed rate notes pay 3.60% per annum from January 29, 2026 to January 29, 2027.

Investors receive $1,000 per note plus accrued interest at maturity, unless the notes are called earlier at 100% of principal plus accrued interest. Citigroup may redeem the notes in whole on July 29, 2026 or October 29, 2026. The notes will not be listed on any securities exchange.

Net proceeds will be used for general corporate purposes and hedging activities through Citigroup affiliates. Citigroup Global Markets Inc. acts as underwriter and may temporarily show an upwardly adjusted value for about three months after issuance on customer statements.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indexes, maturing in February 2029.

The notes may pay a quarterly contingent coupon of at least 1.2208% of principal (about 14.65% annualized) only when the worst-performing index on a valuation date is at or above 80% of its initial level. Investors do not receive dividends or upside participation in any index.

At maturity, if not called, principal is fully returned only if the worst-performing index is at or above its 80% final barrier; otherwise, repayment is reduced one-for-one with the index loss and can fall to zero. The notes are unlisted, subject to Citi credit risk, include complex tax treatment and have an estimated value on pricing of at least $937.50 per $1,000 note, below issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured structured securities linked to the Invesco QQQ Trust, Series 1. Each security has a $1,000 stated principal amount and a 100% participation rate with a maximum return of at least 10% set on the pricing date.

At maturity, investors get $1,000 plus capped upside if QQQ rises, full principal if losses are within a 10% buffer, and 1‑to‑1 downside beyond that buffer, with up to 90% loss of principal. The securities pay no interest or dividends, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and are not FDIC‑insured.

The estimated value on the pricing date is expected to be at least $918.50 per $1,000 security, below the public offering price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. There may be limited or no secondary market, and U.S. tax treatment is complex and uncertain.

Citigroup Inc. is offering unsecured senior Callable Fixed to Float Range Accrual Notes linked to the 10-year constant maturity Treasury (CMT) rate, scheduled to mature on January 29, 2046, in minimum denominations of $1,000 per note.

For the first two years, investors receive a fixed coupon of 10.00% per annum, paid quarterly. After that, each coupon becomes variable, up to a 10.00% contingent rate, and depends on how many days in the accrual period the 10-year CMT rate stays between 0.00% and 5.00%. If the rate is outside this range for an entire period, the coupon for that period can drop to 0.00%.

Citigroup may redeem the notes early, in whole, on any interest payment date on or after January 29, 2027 at 100% of principal plus accrued interest, limiting potential future income. The notes are intended to qualify as TLAC-eligible senior debt, are not listed on any securities exchange, and involve complex interest, credit, market, and tax risks compared with conventional bonds.

Citigroup Inc. is offering unsecured Callable Fixed Rate Notes due January 30, 2041, with a stated principal amount of $1,000 per note. The notes pay a fixed interest rate of 5.25% per year, with interest paid semi-annually on January 30 and July 30, starting July 30, 2026, using a 30/360 day count.

Citigroup may redeem the notes early, in whole but not in part, at 100% of principal plus accrued interest on the 30th of January, April, July and October, beginning April 30, 2028. The notes are not listed on any securities exchange, so liquidity may depend on dealer interest. They are intended to qualify as TLAC-eligible, meaning that in a Citigroup bankruptcy, losses could be imposed on noteholders after shareholders but ahead of some other creditors.

A wholly owned Citigroup subsidiary may assume the issuer’s obligations, with Citigroup providing a full guarantee, which can change how defaults are triggered and may involve a less creditworthy successor. The issue price is generally $1,000 per note, with eligible institutional and fee-based accounts potentially paying between $980 and $1,000, and CGMI receiving an underwriting fee of up to $20 per note.

Citigroup Inc. is offering unsecured callable fixed rate notes maturing on January 30, 2036. Each note has a stated principal of $1,000 and pays 5.00% annual interest, with semi-annual payments each January 30 and July 30, calculated on a 30/360 basis.

Beginning July 30, 2027, Citigroup may redeem the notes in whole on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are not listed on any securities exchange and may be difficult to sell before maturity.

The notes are intended to qualify as TLAC-eligible instruments, meaning losses in a Citigroup bankruptcy would be borne by shareholders and then unsecured creditors, including noteholders. A wholly owned subsidiary may assume the obligations, with Citigroup guaranteeing payments, which may affect default rights and recovery. The issue price is generally $1,000 per note, with an underwriting fee of up to $15 per note, and a temporary initial secondary-market price adjustment benefits the underwriter.

Citigroup Inc. is offering unsecured callable fixed rate notes due July 30, 2038 that pay 5.05% per year on a $1,000 principal amount, with semi-annual interest payments each January 30 and July 30 starting in 2026. Beginning January 30, 2028, Citigroup may redeem the notes at 100% of principal plus accrued interest on quarterly redemption dates.

The notes are intended to qualify as eligible debt securities under the Federal Reserve’s TLAC rule, meaning losses in a Citigroup bankruptcy would be borne after shareholders but alongside other unsecured creditors. A wholly owned subsidiary may assume the notes, with Citigroup guaranteeing payments, which may change the credit profile for holders.

The notes will not be listed on any securities exchange. They are issued at $1,000 per note (no less than $982 for certain fee-based or institutional accounts), with CGMI receiving an underwriting fee of up to $18 per note and conducting related hedging that can affect secondary market pricing.

Citigroup Inc. is offering callable fixed rate notes maturing on January 30, 2046, in $1,000 denominations. The notes pay a fixed 5.50% annual interest rate, with semi-annual interest payments each January 30 and July 30, starting July 30, 2026, using a 30/360 day count.

Beginning January 30, 2029, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates. The notes are intended to qualify as TLAC-eligible debt, meaning holders rank as unsecured creditors and may bear losses in a Citigroup bankruptcy. A wholly owned subsidiary may assume the obligations, with Citigroup guaranteeing payments, which can change default and covenant protections. The notes are not listed on any exchange, and CGMI acts as underwriter, earning up to $20 per note, with proceeds used for general corporate purposes and related hedging.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, maturing on August 10, 2028.

Investors receive a contingent coupon of at least 11.15% per year, paid only if on each valuation date the worst performing index is at or above 70% of its initial level. At maturity, full return of the $1,000 principal per security occurs only if the worst index is at or above this final barrier.

If the worst index finishes below the barrier, repayment is reduced one-for-one with its decline, potentially resulting in a total loss. The issuer may redeem early on specified dates at $1,000 plus any due coupon. The notes will not be listed, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated initial value of at least $935.50 per security, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured 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 February 19, 2031.

Each security has a $1,000 stated principal amount and pays no interest. On scheduled valuation dates starting in 2027, the notes are automatically redeemed at $1,000 plus a premium if the worst-performing index is at or above 90% of its initial level. Premiums step up from 7.50% to 37.50% of principal over time.

If not called, at maturity investors receive $1,000 plus the final premium if the worst index is at or above 90% of its initial level, only $1,000 if it is between 75% and 90%, and a loss matching the full downside of the worst index if it falls below 75%, with no minimum repayment. The notes are not exchange-listed, are subject to the credit risk of Citigroup entities, and have an estimated value on the pricing date of at least $909.50 per $1,000, below the issue price due to fees, hedging costs and funding assumptions.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indexes. Each security has a $1,000 stated principal amount and matures in February 2028, unless Citigroup calls it earlier.

Investors may receive quarterly contingent coupons of at least 2.35% of principal (at least 9.40% per year only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. At maturity, if not called, principal is fully repaid only if the worst-performing index is at least 60% of its initial level; otherwise, repayment is reduced one-for-one with the index loss, potentially to zero.

The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., pay no dividends on the underlying indexes, and will not be listed on an exchange. Underwriting fees are up to $6.50 per note, and the estimated value on the pricing date is expected to be at least $934 per security, below the issue price. The filing highlights significant market, liquidity, structural, and tax risks, making these securities suitable only for investors able to understand and bear substantial downside risk.

Citigroup Inc. is issuing callable fixed rate notes with a stated principal amount of $1,000 per note, maturing on January 30, 2031. The notes pay fixed interest at 4.35% per annum, calculated on a 30/360 day-count basis, with interest paid semi-annually on January 30 and July 30, starting July 30, 2026.

From January 30, 2027, Citigroup may redeem the notes in whole on specified quarterly redemption dates at 100% of principal plus accrued interest, so investors face reinvestment risk if rates fall. At maturity, if not redeemed, holders receive $1,000 per note plus final accrued interest.

The notes are intended to qualify as TLAC-eligible, meaning in a Citigroup Inc. bankruptcy losses would be absorbed by shareholders and unsecured creditors, including these noteholders, and recoveries could be limited. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup fully and unconditionally guaranteeing payments, and that successor could be less creditworthy.

The notes will not be listed on any exchange. Citigroup Global Markets Inc., an affiliate underwriter, receives an underwriting fee of up to $10 per $1,000 note, with issue prices generally between $990 and $1,000 for certain institutional and fee-based accounts. Net proceeds are for general corporate purposes and related hedging activities.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured autocallable contingent coupon equity-linked securities tied to the worst of the Russell 2000® and S&P 500® indexes, maturing on July 31, 2028, with a stated principal of $1,000 per security.

The notes pay a contingent coupon of 0.6542% per month (about 7.85% per year) only when the worst-performing index on a valuation date is at or above 70% of its initial level; otherwise no coupon is paid. If the worst index is at or above its 70% final barrier at maturity, investors receive $1,000, but if it finishes below that level the payoff is reduced one-for-one with the index loss and can fall to zero.

The securities can be automatically called on specified dates if the worst index is at or above its initial level, returning $1,000 plus the coupon and ending future payments. The total offering size is $8,277,000.00, the issue price is $1,000.00, and the estimated value is $976.50, reflecting selling, structuring and hedging costs. The notes are not listed, may have limited liquidity, and are fully subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable equity-linked securities tied to NVIDIA Corporation stock, maturing January 31, 2029. Each security has a $1,000 principal amount and pays a coupon of 2.5625% quarterly, equivalent to 10.25% per year.

The note can be automatically called on set dates in 2027–2028 if NVIDIA’s closing value is at or above the initial value of $186.47, returning $1,000 plus the coupon and ending future payments. If not called, maturity repayment depends on the final stock level versus a 60% barrier at $111.882.

If the final NVIDIA value is at or above the barrier, investors receive $1,000 plus the final coupon. If it is below the barrier, principal is reduced one-for-one with NVIDIA’s decline, down to a possible zero repayment (excluding the last coupon. The securities are unsecured, subject to Citigroup credit risk, not listed on an exchange, and have an estimated value of $963.30 per $1,000, below the issue price, reflecting fees, hedging costs and internal funding assumptions.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 per security autocallable contingent coupon equity-linked notes tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indexes, maturing February 1, 2029.

Investors may receive a monthly contingent coupon of at least 0.9583% of principal (about 11.50% per year) only when the worst-performing index on the prior valuation date is at or above 70% of its initial level. If on certain scheduled dates the worst-performing index is at or above its initial level, the notes are automatically called early at $1,000 plus that coupon.

If the notes are not called and, on the final valuation date, the worst-performing index is below 70% of its initial level, principal is reduced one-for-one with that index loss, potentially to zero, with no final coupon. The notes are not exchange‑listed, have an estimated value below issue price, involve complex U.S. tax treatment and may face 30% withholding for some non‑U.S. investors.

Citigroup Inc. is offering unsecured Callable Step-Up Coupon Notes maturing on January 30, 2046, in denominations of $1,000 per note. Investors receive semi-annual interest that steps up over time: 5.00% initially, rising in stages to 6.25% from January 30, 2041 to maturity.

Citigroup may redeem the notes at 100% of principal plus accrued interest, in whole and not in part, on specified quarterly redemption dates beginning January 30, 2029. The notes are not listed on any securities exchange, so liquidity depends on dealer markets.

The notes are intended to qualify as TLAC-eligible debt, meaning in a Citigroup bankruptcy losses would be borne after shareholders but before other liabilities, and recoveries may be limited. A wholly owned subsidiary may assume the obligations, with Citigroup guaranteeing payments, which can change credit dynamics. The notes are treated as fixed-rate debt without original issue discount for U.S. federal income tax purposes.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 autocallable contingent coupon equity-linked securities tied to the worst performer of Advanced Micro Devices, Inc. and Dow Inc., maturing February 10, 2027.

The notes pay a 1.89% contingent monthly coupon (22.68% per annum) only if the worst-performing stock on each valuation date stays at or above 65% of its initial value. Missed coupons can be repaid later if the barrier is met again, but may be lost entirely.

The securities can be automatically called from May 4, 2026 if the worst-performing stock is at or above its initial value, returning $1,000 plus due coupons. If not called and the worst stock ends below 65% of its initial value, investors receive shares (or cash) of that stock worth significantly less than principal, potentially zero. The notes are not exchange-listed; issue price is $1,000 with a $40 underwriting fee and an expected initial estimated value of at least $894 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, each with a $1,000 stated principal amount.

The notes pay a contingent coupon of 0.5875% per month (annualized 7.05%) only if the worst-performing index on each valuation date stays at or above 75% of its initial level. Beginning in 2027, the notes can be automatically called if the worst performer is at or above 95% of its initial value, returning principal plus the coupon.

If the notes are not called and the worst-performing index finishes below 70% of its initial level at final valuation in 2031, investors lose 1% of principal for each 1% decline, up to a total loss, and receive no final coupon. The total offering is $3,186,000, with $35 in underwriting fees per note and an estimated value of $953.90 per $1,000 note. The securities are unsecured, not listed, and expose holders to both market risk of the three indexes and the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, with a total issue price of $701,000.00.

The notes pay a contingent coupon of 0.6625% per month (annualized 7.95%) only if the worst-performing index on each valuation date stays at or above 75% of its initial level. The securities can be automatically called from January 2027 if the worst-performing index is at or above its initial value.

If not called and the worst-performing index is below 70% of its initial level at the final valuation date in January 2029, repayment of principal is reduced one-for-one with the decline, potentially to zero. The notes are unsecured, subject to Citigroup credit risk, not listed, and priced at $1,000 per security with an estimated value of $961.80.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-per-security autocallable contingent coupon equity-linked notes tied to the worst performer of the Dow Jones Industrial Average, Nasdaq‑100 Index® and Russell 2000® Index, maturing on January 30, 2031.

The notes pay a monthly contingent coupon of 0.6292% of principal (about 7.55% per year) only if, on each valuation date, the worst-performing index stays at or above 75% of its initial level. Investors receive no coupons for any period when this condition is not met.

If not called early and, on the final valuation date, the worst index is at or above 70% of its initial level, holders get back the full $1,000 per note; if it is below 70%, repayment falls one‑for‑one with that index’s loss and can drop to zero.

The notes can be automatically called on specified dates from January 26, 2027 onward if the worst index is at or above its initial level, returning $1,000 plus that period’s coupon. They are unsecured, unlisted, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and offer no dividends or upside beyond coupons. Total issuance is $3,973,000 with a $35 per‑security underwriting fee and an estimated value of $954.60 per security.

Citigroup Global Markets Holdings Inc. is offering medium-term, autocallable market-linked notes tied to the S&P 500 Futures 7% Intraday Edge Volatility TCA 2% Decrement Index (USD) ER, maturing March 1, 2033. Each note has a $1,000 stated principal amount and is fully and unconditionally guaranteed by Citigroup Inc.

The notes may be automatically redeemed on annual valuation dates from 2027 to 2032 if the index closes at or above specified premium threshold levels, paying back $1,000 plus a premium starting at 10% of principal in 2027 and rising to 60% by 2032. If the notes are not redeemed early, at maturity investors receive $1,000 plus a positive return amount based on any index appreciation; if the index is flat or lower, only principal is repaid.

The underlying index uses S&P 500 futures with a 7% volatility target, daily intraday rebalancing, notional costs and a 2% annual decrement, and is expected to underperform the S&P 500 in many scenarios. The notes are unsecured debt, will not be listed on any exchange, are treated as contingent payment debt instruments for U.S. tax purposes and involve significant market, structural and credit risk.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable market-linked notes tied to the S&P 500 Futures 35% Intraday Edge Volatility TCA 6% Decrement Index (ticker SPXI3EV6), maturing on February 27, 2031.

The notes have a stated principal amount of $1,000 per note and may be automatically redeemed on annual valuation dates starting in 2027 if the index meets preset thresholds. In that case, investors receive $1,000 plus a premium of at least 9% to 36%, and 45% at final maturity if the final index value is at or above the applicable threshold.

If the notes are not called and the final index value is below the premium threshold on the final valuation date, investors receive only the $1,000 principal, with no upside. The underlying index uses up to 500% leveraged, volatility-targeted exposure to S&P 500 futures, deducts notional costs and a 6% annual decrement, and can materially underperform the S&P 500 Index. The notes are complex, unsecured debt, not listed on any exchange, and expose holders to issuer and index risks as well as U.S. tax rules for contingent payment debt instruments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk contingent income callable securities maturing in February 2028. The notes are linked to the worst performer of the EURO STOXX 50® Index, the Russell 2000® Index and the S&P 500® Index.

Each $1,000 security can pay a quarterly contingent coupon of 2.50% (10.00% per annum) if no coupon barrier event occurs in the observation period. Principal is protected only if, at maturity, the worst-performing index is at or above its downside threshold; otherwise repayment is reduced one-for-one with that index’s loss and can fall below 70% of principal, down to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The estimated value on the pricing date is expected to be at least $921.50 per security, reflecting underwriting, selling and structuring fees and hedging costs, and the notes will not be listed on any exchange.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing market-linked notes tied to the S&P 500 Futures Excess Return Index, each with a $1,000 principal amount, priced on January 23, 2026 and maturing January 28, 2031.

At maturity, if the index is above its initial level of 561.63, investors receive $1,000 plus the index gain multiplied by a 110.50% upside participation rate. If the index is flat or lower, repayment is $1,000 plus the full index return, but losses are capped at $50 per note (5%).

The securities are not listed on an exchange. The issue price is $1,000 per note, with up to $41.25 in underwriting fees and minimum proceeds of $958.75 to the issuer. The estimated value at pricing is $925.80. For U.S. tax purposes, the notes are treated as contingent payment debt instruments, using a comparable yield of 4.402% and a projected single payment of $1,243.307 at maturity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable equity-linked notes tied to the worst performer of the Dow Jones Industrial Average and the S&P 500® Index, each with a stated principal amount of $1,000.

The notes pay a contingent coupon of 1.825% per quarter (7.30% per annum) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. If on any potential autocall date the worst performer is at or above its initial level, the notes are automatically redeemed at $1,000 plus that coupon.

If the notes are not called and on the final valuation date the worst-performing index is below 70% of its initial level, investors’ principal is reduced one-for-one with the index loss, potentially to zero, and no final coupon is paid. The notes are not listed, carry Citigroup credit risk, and have an estimated value on the pricing date expected to be at least $933.50 per $1,000 note, below the issue price, reflecting fees, hedging costs and internal funding assumptions.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000‑denomination autocallable securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, maturing February 2, 2034 unless called earlier.

The notes can be automatically redeemed on scheduled valuation dates if the index closes at or above the autocall barrier value, set at 90% of the initial index level. In that case, holders receive $1,000 plus a fixed premium that steps up over time, reaching 122.00% of principal on the final valuation date. If held to maturity and never called, investors receive: $1,000 plus the final premium if the index is at or above the autocall barrier; only $1,000 if the index is below the autocall barrier but at or above the final barrier value of 50% of the initial level; or $1,000 plus $1,000 times the index return if the index is below the final barrier, resulting in losses matching the index decline and potentially a total loss.

The securities will not be listed, and Citigroup’s affiliate is the underwriter, receiving up to $43 per $1,000 security, leaving minimum proceeds of $957. The issuer expects the estimated value on the pricing date to be at least $850.50 per security, below the issue price. The complex underlying index uses leveraged, volatility‑targeted S&P 500 futures exposure and applies a 6% annual decrement, which can cause significant underperformance versus the S&P 500 Index. Key risks include issuer and guarantor credit risk, market and liquidity risk, loss of dividends, path‑dependent structure, and uncertain U.S. tax treatment, including possible future changes affecting prepaid forward and derivative taxation.