Citigroup Inc. 424B Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, the Russell 2000® Index and the S&P 500® Index, in $1,000 denominations, maturing in 2031.

The notes pay a 2.3125% quarterly contingent coupon (9.25% per annum) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. They may be automatically called from August 2026 onward if that worst index is at or above its initial level, returning $1,000 plus the coupon.

If not called, principal repayment depends on the final level of the worst index. Investors receive $1,000 back only if it is at or above 65% of its initial level; below that, losses match the index decline, potentially reducing repayment to zero. The notes are unlisted, carry full credit risk of Citigroup entities, and have an estimated value on the pricing date expected to be at least $937 per $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term, autocallable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average and the S&P 500® Index, maturing February 16, 2029.

Each $1,000 security may pay quarterly contingent coupons of 2.15% (8.60% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial value. If the worst-performing index ever finishes below its 70% final barrier at maturity and the notes have not been called, investors lose principal in full proportion to that decline, potentially losing their entire investment, and receive no coupon. The notes can be automatically called on set dates if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon. They are unsecured obligations subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, will not be listed on an exchange, and have an estimated initial value of at least $940.50 per $1,000 based on internal models, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Callable Dual Directional Barrier Securities linked to the S&P 500 Futures Excess Return Index, each with a $1,000 stated principal amount and maturing on February 27, 2031 unless called earlier.

The issuer may redeem the notes in whole on specified quarterly dates starting in 2027, paying $1,000 plus a fixed premium that grows from 9.5% to about 46.7% of principal by January 29, 2031. If held to maturity and not called, investors get enhanced upside at a 200% participation rate when the index is up, or a “dual directional” benefit where moderate index losses down to a 60% barrier

produce positive absolute returns. If the index finishes below the barrier, repayment falls in line with the index loss and can drop to zero. The securities are unlisted, carry an underwriting fee of up to $41.25 per $1,000, and have an estimated initial value of at least $876.50 per security based on internal models.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable securities linked to the worst performer of the S&P 500® Index and the Russell 2000® Index, each with an 80% trigger level of its initial value.

Each $1,000 security may be automatically redeemed on February 24, 2027 for $1,100 if both indices are at or above their initial values, or pay $1,350 on February 26, 2029 if this condition is first met then. If held to maturity without early redemption, investors receive $1,350, $1,000, or a reduced amount based on the worst index’s performance, with full downside exposure below the trigger and possible total loss.

The securities are unsecured obligations, will not be listed on any exchange, carry an underwriting fee of up to $32 per $1,000, and have an estimated value expected to be at least $900.50. The tax treatment is uncertain, including potential future changes and Section 871(m) implications for non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity‑linked securities tied to the worst performer of AMD, NVIDIA and Tesla. Each security has a $1,000 principal amount and can pay a quarterly contingent coupon of 2.4167% (about 29.00% per year) if the worst‑performing stock on a valuation date stays at or above 70% of its initial value.

If the notes are not called and, on the final valuation date, the worst‑performing stock is at least 60% of its initial value, investors receive back $1,000 per security (plus any due coupon). If it is below 60%, repayment is reduced one‑for‑one with the decline and can fall to zero, meaning a complete loss of principal and coupons. The notes are unsecured, subject to Citigroup credit risk, not listed on an exchange, and the initial estimated value of $948.80 is below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable barrier securities linked to the S&P 500 Futures Excess Return Index that mature in 2031. Each security has a stated principal of $1,000 and can be redeemed early at Citigroup’s option on four annual dates starting in 2027, with fixed premiums from 25% up to 100% of principal.

If the notes are not called, repayment at maturity depends on index performance. Investors get enhanced upside at a 170% participation rate if the index rises, full principal back if it falls but stays above a barrier at 50% of its initial level, and 1‑for‑1 downside exposure below that barrier, which can lead to substantial loss of principal. The notes are not listed, the estimated initial value is expected to be at least $908.50 per $1,000 security, and investors will not receive dividends. The product also carries complex tax treatment and credit risk of both the issuer and guarantor.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $31,950,000 of contingent income auto-callable securities linked to RH common stock, maturing January 26, 2029. Each $1,000 security targets a quarterly contingent coupon of 4.8125% (19.25% per year) if RH stays at or above a 50% downside threshold.

RH’s initial share price is set at $228.39, with a downside threshold of $114.195. The notes may be automatically redeemed quarterly if RH closes at or above the initial price, returning $1,000 plus the due coupon, ending future payments.

If not redeemed, and RH finishes at or above the downside threshold, investors receive $1,000 plus all due contingent coupons. If RH ends below the threshold, repayment is $1,000 plus $1,000 times the share return, creating 1‑for‑1 downside exposure that can result in a full loss of principal and no final coupon. The notes will not be listed, the estimated value is $969.10 per $1,000, and complex tax and withholding rules apply.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to NVIDIA Corporation. Each security has a $1,000 principal, an issue price of $1,000 and an estimated value of $969.90.

Investors may receive quarterly contingent coupons of 2.85% of principal (an annualized 11.40%) only if NVIDIA’s share price on each valuation date stays at or above the $93.835 coupon barrier and final barrier, set at 50% of the initial value of $187.67. The notes may be automatically called from July 23, 2026 onward if the share price is at least the initial value, returning principal plus the coupon.

If not called and NVIDIA’s final value is below the barrier, maturity payment is $1,000 + ($1,000 × underlying return), exposing holders to full downside, including potential total loss. The securities are unsecured, unlisted, subject to Citigroup credit risk, limited liquidity, complex U.S. tax treatment and an issue price above the bank’s model-based estimated value.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $9,336,000 of unsecured autocallable securities linked to the worst performer of the Dow Jones Industrial, Russell 2000® Index and S&P 500® Index, maturing on January 30, 2032.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates if the worst performing index closes at or above 92% of its initial value, returning $1,000 per note plus a fixed premium that steps up from 9.50% to 57.00%. If held to maturity, investors receive principal plus the final premium if the worst performer is at or above its autocall barrier, only principal back if it is between 75% and 92% of its initial value, and a loss matching any decline below 75%, potentially down to zero.

The notes do not provide dividends or upside beyond the fixed premiums, are not listed, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The initial estimated value is $981.20 per $1,000 note, reflecting structuring and hedging costs.

Citigroup Global Markets Holdings Inc. is offering $9,131,000 of Contingent Income Auto-Callable Securities due January 26, 2029, fully guaranteed by Citigroup Inc. These $1,000 principal-at-risk notes are linked to the common stock of NVIDIA Corporation.

Investors may receive a 2.725% quarterly contingent coupon (10.90% per annum) for each valuation date on which NVIDIA’s closing price is at or above the downside threshold of $93.835, which is 50.00% of the $187.67 initial share price. Missed coupons can be “made up” later if the stock recovers above the threshold.

The notes are automatically redeemed at par plus the applicable coupon (including any unpaid coupons) if on any potential redemption date NVIDIA’s closing price is at or above the initial share price. If not called and the final share price is at or above the threshold, holders receive par plus the final coupon.

If the notes are not redeemed early and the final share price is below the downside threshold, repayment is reduced 1‑for‑1 with the stock’s loss relative to the initial price, and no final coupon is paid. In that case, investors can lose a significant portion, up to all, of their principal.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable securities linked to the worst performer of the Dow Jones Industrial Average™, Russell 2000® Index and S&P 500® Index, maturing on January 30, 2032, with total proceeds of $4,286,000.00.

The notes can be automatically redeemed on scheduled valuation dates from January 27, 2027 to January 23, 2032 if all three indices are at or above their applicable premium threshold levels (100% to 80% of initial values), paying back principal plus fixed premiums ranging from 8.80% to 52.80%.

If not called, payoff at maturity depends solely on the worst-performing index. Investors receive principal plus the final premium if that index is at or above 80% of its initial value, only principal if it is between 75% and 80%, and a leveraged loss equal to the full negative return if it is below 75%, which can reduce repayment to zero.

The securities are unsecured obligations, not listed on any exchange, and carry Citigroup credit risk. The estimated value at pricing is $976.10 per security, below the $1,000 issue price, reflecting internal funding and hedging costs. Tax counsel expects prepaid forward contract treatment, with specific considerations for non‑U.S. holders under Section 871(m).

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes linked to the S&P 500 Futures Excess Return Index. Each security has a stated principal amount of $1,000, a pricing date of February 24, 2026, and matures on February 27, 2031 unless called earlier.

The notes are callable at Citigroup’s option on four potential redemption dates, paying a fixed premium of 14.00%, 28.00%, 42.00% or 56.00% of principal, depending on the call date. If not redeemed and the index finishes above its initial level, investors receive $1,000 plus 200% of the index gain. If the final index level is at or above 60% of the initial level but not higher than the initial, investors receive only the $1,000 principal.

If the final index value falls below 60% of the initial value, repayment is reduced 1-for-1 with the index loss, potentially to zero. The securities will not be listed on any exchange. The issue price is $1,000 per security, with an underwriting fee of up to $41.25 and minimum proceeds to the issuer of $958.75 per security. Citigroup currently expects the estimated value on the pricing date to be at least $882.00 per security, reflecting internal pricing models and funding rates, and highlights significant structural and credit risks compared with conventional debt.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked medium-term senior notes tied to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices, due November 4, 2027.

Each security has a $1,000 principal amount and may pay quarterly contingent coupons of at least 0.8042% (about 9.65% per year) if the worst-performing index on the relevant valuation date stays at or above 70% of its initial level. If, on specified dates, the worst-performing index is at or above its initial level, the notes are automatically called at $1,000 plus any due coupon.

At maturity, if not called, investors receive $1,000 only if the worst index is at or above 65% of its initial level; below that, principal is reduced one-for-one with the index loss, potentially to zero. The notes are unsecured, not listed on an exchange, have an estimated initial value below the issue price, and carry the full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable barrier securities linked to the worst performer of the Nasdaq-100®, Russell 2000® and S&P 500® indices, each with a $1,000 stated principal amount and no interest payments.

The notes may be automatically redeemed on March 2, 2027 at $1,130 per security (13% premium) if the worst performing index is at or above its initial value. If not called, at maturity on March 2, 2028 investors get upside at a 270% participation rate if the worst index is above its initial value, full principal back if it is at or above 70% of its initial value, and a 1-for-1 loss below that barrier, potentially losing all principal.

The securities are not listed, carry the credit risk of Citigroup entities, do not pay dividends on the underlying indices and have an estimated value on the pricing date expected to be at least $924 per security, below the issue price, reflecting structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured barrier securities linked to the S&P 500® Index, maturing on March 1, 2027. These notes pay no interest and repay principal only if index performance meets specified conditions.

At maturity, investors get $1,000 plus leveraged upside (100% participation) if the index rises, but gains are capped by a maximum return of at least $102.50 per $1,000. If the index is flat or down but not below 80% of its initial level, investors receive $1,000. If the index closes below that 80% barrier on the valuation date, repayment falls one-for-one with the index loss and investors can lose their entire investment.

The notes are unsecured obligations subject to the credit risk of both issuers, are not listed, and may have limited or no liquidity. The issue price is $1,000 per security, with an underwriting fee of up to $16.50 and estimated value on pricing of at least $924. Extensive risk and complex U.S. tax treatment, including reliance on prepaid forward characterization and Section 871(m) analysis for non-U.S. holders, are highlighted.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $789,000 of autocallable buffer securities linked to the worst performer of the Dow Jones Industrial Average and the S&P 500 Dynamic Participation Index, maturing January 28, 2031.

The notes pay no interest, are not principal protected and can be automatically called on January 26, 2027 at $1,091.50 per $1,000 if each index is at or above its initial level. If held to maturity and the worst index is above its initial level, investors receive amplified upside at a 150% participation rate; if it finishes between 85% and 100% of its initial level, only the $1,000 principal is repaid.

If the worst index ends below 85% of its initial level, repayment is reduced 1% for every 1% decline beyond the 15% buffer, and investors can lose a substantial portion, up to all, of their investment. The notes are unsecured, subject to Citigroup credit risk, will not be listed, may have little or no liquidity, and have an estimated value of $936 per $1,000, below the issue price because of embedded costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable contingent coupon equity-linked securities tied to the worst performer of the iShares Silver Trust and the S&P 500 Index, maturing January 27, 2028. Each $1,000 security may pay a monthly contingent coupon of 0.7917% (about 9.50% per year) only if, on the prior valuation date, the worst performing underlying is at or above 70% of its initial value. The notes can be automatically called on specified dates if the worst performer is at or above its initial value, returning $1,000 plus the coupon. If not called, at maturity investors receive $1,000 only if the worst performer is at or above 65% of its initial value; otherwise principal is reduced 1% for each 1% decline beyond the 35% buffer, potentially leading to significant loss. The securities are not listed, carry Citigroup credit risk, and the estimated value at pricing is $955.60 versus the $1,000 issue price on a $573,000 total offering.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Callable Contingent Coupon Equity Linked Securities tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indexes, maturing January 26, 2029, with a stated principal of $1,000 per security.

The notes pay a contingent coupon of 1.1375% per period (13.65% annualized) only if, on each valuation date, the worst‑performing index is at or above 80% of its initial level; otherwise no coupon is paid. At maturity, if not called and the worst index is at or above 80% of its initial value, investors receive $1,000 plus any final coupon.

If the worst index finishes below the 80% final barrier, repayment is reduced dollar‑for‑dollar with the index loss, potentially to zero. The securities are callable at the issuer’s option on specified dates at $1,000 plus any coupon, are not listed, and carry full credit and liquidity risk. The issue price is $1,000 with an estimated value of $983.50 per note.

Citigroup Inc. is offering unsecured Medium-Term Senior Notes linked to the 10-year constant maturity Treasury rate, maturing on January 30, 2031. Each note has a stated principal amount of $1,000 and pays a fixed coupon of 7.15% per annum during the first year. After that, interest becomes variable and can be as high as 7.15% per annum, but only for days when the 10-year CMT rate stays between 0.00% and 4.50%; if the rate is outside this range for an entire period, the coupon for that period can be 0.00%.

Citigroup may redeem the notes at 100% of principal plus accrued interest on any quarterly interest payment date on or after January 30, 2027. The notes are senior debt intended to qualify as TLAC-eligible, will not be listed on any exchange, and may be assumed by a Citigroup subsidiary with a Citigroup guarantee, subject to conditions. The offering involves underwriting fees of up to $30 per note for Citigroup Global Markets Inc. and raises funds for general corporate purposes and related hedging activities.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering $1,000-denomination medium-term senior autocallable securities linked to the worst performer of the S&P 500® Index and the Russell 2000® Index, maturing March 2, 2029, with no stock exchange listing.

The notes may be automatically redeemed on March 2, 2027 if the worst-performing index is at or above its initial value, paying $1,110 per security (an 11% premium). If held to the final valuation date on February 27, 2029 and the worst-performing index is at or above its initial value, investors receive $1,400 (a 40% premium).

If at maturity the worst-performing index is below its initial value but at or above 75% of that level, investors receive only the $1,000 principal. If it falls below 75%, repayment is reduced one-for-one with the index decline and can fall to zero. The estimated value on the pricing date is expected to be at least $917 per security, below the $1,000 issue price, reflecting structuring and distribution costs, including up to $12.50 per security in underwriting fees. The issuer highlights significant market, credit, liquidity and tax risks, and notes that the securities are expected to be treated as prepaid forward contracts for U.S. federal income tax purposes, though this treatment is uncertain.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured autocallable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, with a stated principal amount of $1,000 per security.

The notes offer a quarterly contingent coupon of 2.50% of principal (10.00% per year) only if the worst-performing index on each valuation date is at or above 75% of its initial level. If, at maturity in January 2029, the worst-performing index is below its 75% barrier, investors lose 1% of principal for each 1% decline, potentially losing their entire investment.

The securities can be automatically called on specified dates if the worst-performing index is at or above its initial value, paying $1,000 plus the coupon and ending further income. They will not be listed, carry full Citigroup credit risk, include an underwriting fee of up to $20.78 per $1,000 security, and have an estimated value of $973.80 at pricing, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing market-linked notes tied to the SPDR Gold Trust (GLD) that pay no interest and do not guarantee full principal repayment. Each note has a $1,000 stated principal amount and matures on January 27, 2027.

At maturity, investors get $1,000 plus a gain equal to the fund’s price increase times a 100% upside participation rate, but the total gain is capped at a maximum return of $116.50 per note (11.65%). If GLD falls, investors lose 1% of principal for each 1% decline, up to a maximum loss of $50 per note (5%).

The notes are unsecured obligations subject to the credit risk of both issuers, are not listed on an exchange, and may have little or no secondary market. The issue price is $1,000, while the estimated value on the pricing date is $983.20, reflecting structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured "Bearish Upturn" securities linked to the S&P 500® Index, maturing on February 2, 2027. Each security has a stated principal amount of $1,000.

At maturity, if the S&P 500® final value is below its initial value, investors receive $1,000 plus a return equal to 200% of the index’s absolute decline, capped at a maximum return of $612.50 per security (61.25%). If the index is at or above its initial level, the payout is $1,000 minus the full positive index return, up to a maximum loss of $1,000 per security (100%), meaning investors can lose their entire investment.

The securities will not be listed on any exchange. The issue price is $1,000 per security (or $980 in fee-based accounts), with an underwriting fee of up to $20 and an estimated value on the pricing date expected to be at least $918 per security based on CGMI’s proprietary models. The product involves complex market and tax risks, and Citigroup and its affiliates may profit from underwriting and hedging activities.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Callable Contingent Coupon Equity Linked Securities due January 26, 2029, linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices.

Each $1,000 security can pay a monthly contingent coupon of 0.7917% (about 9.50% per year) only if, on the prior valuation date, the worst-performing index is at or above 70% of its initial level. Missed barriers mean no coupon for that period.

If not called and at maturity the worst index is at or above 70% of its initial level, investors receive $1,000 plus any final coupon. If it is below 70%, repayment falls one-for-one with that index’s loss, potentially to zero. The notes are callable by the issuer on specified dates at $1,000 plus any coupon, offer no upside participation or dividends, are not exchange-listed, and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 with an estimated value of $976.40 and an underwriting fee of up to $7.50 per note on a $470,000 offering.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $10 million of contingent income auto-callable securities linked to Meta Platforms common stock. Each security has a $1,000 stated principal amount, with principal at risk and no stock ownership or dividend rights.

The notes may pay a monthly contingent coupon of 1.3667% of principal (about 16.40% per year) when Meta’s closing price on a valuation date is at least 80% of the $647.63 initial share price, a downside threshold of $518.104. Missed coupons can be caught up if the price later recovers above this threshold, but investors could receive few or no coupons over the term.

The notes are automatically redeemed on certain monthly dates if Meta’s price is at or above the initial share price, returning $1,000 plus the applicable contingent coupon, ending future payments. If not redeemed and Meta’s final price is at or above the downside threshold, investors receive $1,000 plus the final contingent coupon. If the final price is below the downside threshold, repayment is reduced using a leveraged downside formula, and repayment can be far below $1,000, including total loss of principal. The securities are not listed, have an estimated value of $996.90 per $1,000 at pricing, and involve complex tax and credit risks.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $4,937,000 of S&P 500®-linked contingent income callable securities maturing January 27, 2028. Each $1,000 security can pay a quarterly contingent coupon of 2.05% (8.20% per annum) if on the valuation date the S&P 500® level is at or above 80% of the initial level of 6,915.61. If the notes are not called and the final index level is at or above the downside threshold of 80% of the initial level, investors receive $1,000 plus any final coupon. If the final index level is below that threshold, repayment is reduced 1-for-1 with the index loss, and investors can lose most or all principal. The issuer may redeem the notes in whole on quarterly dates for $1,000 plus any due coupon, and the notes will not be listed on any securities exchange. The issue price is $1,000 per note, with an estimated value of $980.20.

Citigroup Inc. is offering callable fixed rate notes due January 29, 2029. Each note has a stated principal amount of $1,000 and pays fixed interest at 4.10% per year, with interest paid semi-annually on January 29 and July 29, beginning July 29, 2026, using a 30/360 day-count convention. At maturity, holders receive $1,000 per note plus any accrued and unpaid interest, unless the notes are redeemed earlier.

Beginning January 29, 2027, Citigroup may redeem the notes in whole on specified quarterly redemption dates at 100% of principal plus accrued interest, which could shorten the investment term. The notes are intended to qualify as TLAC-eligible debt, meaning that in a Citigroup bankruptcy losses would be imposed on shareholders and unsecured creditors, including noteholders. A wholly owned subsidiary may assume the notes, with Citigroup guaranteeing payments, which can change default and covenant protections. The notes are not listed on any exchange, and CGMI, an affiliate underwriter, receives up to $6.00 per note in underwriting fees and may hedge using derivatives.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $19,765,000 of Contingent Income Callable Securities due January 27, 2028, linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each $1,000 security may pay a quarterly contingent coupon of $23.50 (2.35%, or 9.40% per annum) if, on every trading day in the observation period, all three indices stay at or above 70% of their initial levels, which also serve as downside thresholds and coupon barriers.

The issuer can redeem the notes in whole on specified quarterly dates for $1,000 plus any due coupon, which could limit income to as little as three months. If not called and the worst-performing index finishes at or above its downside threshold, investors receive $1,000 plus any final coupon. If the worst-performing index finishes below its threshold, repayment falls to $1,000 plus $1,000 times that index’s return, exposing investors to one-for-one losses that can reduce principal well below 70% and potentially to zero. The notes are not listed, have an issue price of $1,000 and an estimated value of $965.10, and involve complex risk and tax considerations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured equity-linked notes tied to the worst performer of the S&P SmallCap 600 Index, SPDR S&P Oil & Gas Exploration & Production ETF and SPDR S&P Regional Banking ETF, maturing on February 2, 2029.

The notes pay a contingent coupon of 2.3125% per quarter (9.25% per year) only if the worst-performing underlying on each observation date stays at or above 55% of its initial level. At maturity, if not called and the worst underlying finishes below this 55% barrier, principal is reduced one-for-one with the loss and can fall to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The notes will not be listed, carry Citigroup credit risk, and have an estimated value on the pricing date of at least $893.50 per $1,000 issue price, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $12,954,000 of Autocallable Phoenix Securities linked to NVIDIA Corporation common stock. Each security has a $1,000 stated principal amount, with an estimated value at pricing of $984.50 per security.

The notes pay a 5.00% contingent coupon of principal on each valuation cycle only if NVIDIA’s share price is at or above the coupon barrier of $150.136, equal to 80% of the $187.67 initial share price. Missed coupons can be “made up” later if the barrier is met on a subsequent date.

The securities may be automatically redeemed early if, on any interim valuation date, NVIDIA’s share price is at or above the initial share price, returning $1,000 plus the applicable contingent coupon and any unpaid coupons. If held to maturity without early redemption, investors receive $1,000 plus the final coupon if the final share price is at or above the same 80% barrier.

If the final share price falls below the barrier, repayment is reduced by a leveraged downside formula using a 20% buffer and a 125% buffer rate, which can lead to substantial loss of principal, up to a total loss. The notes are not listed, involve issuer and guarantor credit risk, and may be subject to U.S. and non-U.S. withholding tax on coupons.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $15.667 million of Contingent Income Auto-Callable Securities linked to Advanced Micro Devices, Inc. common stock. Each security has a $1,000 stated principal amount and matures on January 26, 2029, unless called earlier.

Investors may receive a 13.30% per annum contingent coupon, paid quarterly at 3.325% of principal, but only when AMD’s closing price on the relevant valuation date is at or above the downside threshold of $129.84 (50% of the $259.68 initial share price). Missed coupons can be paid later if the stock recovers above the threshold, but can be lost entirely if it never does.

If on any potential redemption date AMD closes at or above the initial share price, the notes are automatically redeemed for $1,000 plus the due contingent coupon (including any unpaid coupons), ending future payments. At maturity, if the notes have not been called and AMD is at or above the threshold, holders receive $1,000 plus the final contingent coupon. If AMD finishes below the threshold, repayment is reduced 1-to-1 with the share decline, and investors can lose most or all of their principal and receive no coupon.

The securities are not listed, are subject to Citigroup credit risk, and have an estimated value of $955.30 per $1,000 at pricing, below the issue price due to fees, structuring costs and hedging. Non-U.S. investors may face 30% withholding on coupon payments, and the U.S. tax treatment is uncertain, with Citigroup intending to treat the product as a prepaid forward contract with taxable coupon income.

Citigroup Inc. is issuing callable fixed-rate notes due January 28, 2033, in $1,000 denominations, paying a 4.60% annual interest rate. Interest is paid semi-annually on January 28 and July 28, starting July 28, 2026, using a 30/360 day-count convention. At maturity, investors receive $1,000 per note plus any accrued and unpaid interest, unless the notes are redeemed earlier.

Beginning April 28, 2027, Citigroup may redeem the notes in whole on specified quarterly redemption dates at 100% of principal plus accrued interest, which can shorten the life of the investment if market rates move. The notes are intended to qualify as TLAC-eligible debt, meaning in a Citigroup bankruptcy losses would be borne ahead of some other creditors and recovery could be limited. A wholly owned subsidiary may assume the obligations, with Citigroup guaranteeing payments, which can affect credit risk and certain covenant protections.

The notes will not be listed on any securities exchange, and secondary liquidity depends on dealer interest. CGMI, an affiliate underwriter, earns up to $12 per note in underwriting fees, with issue prices for some institutional or fee-based accounts between $988 and $1,000. For about four months after issuance, CGMI’s indicative valuations may include a temporary upward adjustment tied to expected hedging profit. Net proceeds are for general corporate purposes and to hedge Citigroup’s obligations on the notes.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable Phoenix securities linked to Caterpillar Inc. (CAT) stock, with a total stated principal of $3,267,000 and $1,000 per security, maturing February 10, 2027 unless redeemed earlier.

Investors may receive a 4.40% contingent coupon on each observation date if Caterpillar’s share price is at or above the coupon barrier of $532.627, equal to 85.00% of the $626.62 initial share price. Missed coupons can be “caught up” later if the barrier is met.

If on any interim valuation date the share price is at least the initial price, the notes are automatically redeemed at $1,000 plus the applicable coupon. If held to maturity without early redemption and the final share price is at or above the 85.00% final barrier, investors receive principal plus the contingent coupon (including any unpaid coupons). If the final share price is below the final barrier, repayment is reduced according to a formula with a 15.00% buffer, and investors can lose some or all of principal. The notes are not listed, the estimated value at pricing was $985.30 per security, and complex risk and U.S. tax consequences apply.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $4,217,000 of Contingent Income Callable Securities due January 27, 2028 linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices.

The notes pay a contingent quarterly coupon of 2.025% of principal (8.10% per annum) only if, on every trading day in the observation period, all three indices stay at or above 65% of their initial levels. Citigroup may redeem the notes in whole on scheduled quarterly dates for $1,000 per security plus any due coupon.

At maturity, if not previously called, investors receive $1,000 per security if the worst-performing index finishes at or above its 65% downside threshold; otherwise repayment is reduced one-for-one with that index’s loss, potentially down to zero. The notes are not exchange‑listed, carry principal risk, and priced at $1,000 with an estimated value of $965.70 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing medium-term autocallable contingent coupon equity-linked securities tied to the worst performer of the Russell 2000® and S&P 500® indices, maturing September 1, 2027.

The notes pay a contingent coupon of at least 2.1625% per quarter (at least 8.65% per year) only if, on each valuation date, the worst-performing index is at or above 75% of its initial level. If the worst-performing index is below this coupon barrier, no coupon is paid for that period.

The notes can be automatically called on specified dates if the worst-performing index is at or above its initial level, returning $1,000 per note plus the applicable coupon and ending future payments. If not called and, at final valuation, the worst-performing index is below 75% of its initial level, repayment of principal is reduced 1% for each 1% decline, and investors may lose their entire investment.

The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. They will not be listed on any exchange, may have limited or no liquidity, and their estimated value on the pricing date (based on internal models) will be below the $1,000 issue price. The risk disclosure highlights market, correlation, volatility, valuation, conflicts of interest and complex U.S. federal tax and withholding considerations, particularly for non-U.S. investors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to Oracle Corporation, maturing January 26, 2029. Each security has a $1,000 stated principal amount and an issue size of $660,000.

The securities pay a 3.75% contingent coupon per quarter (15.00% per annum) only if Oracle’s closing value on the relevant valuation date is at or above the coupon barrier of $88.58, which is 50.00% of the initial value of $177.16. Missed barriers mean no coupon for that period.

Beginning April 23, 2026, the notes are automatically called if Oracle is at or above the initial value on a potential autocall date, returning $1,000 plus the coupon, which can cap total income if the stock performs well.

If not called, at maturity investors receive $1,000 per note only if the final Oracle value is at or above the final barrier of $88.58. Below the barrier, repayment is $1,000 + ($1,000 × underlying return), creating one-for-one downside exposure and the possibility of a total loss.

The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not listed, and may have limited liquidity. The estimated value on the pricing date is $966.40 per security, below the $1,000 issue price, reflecting fees, hedging costs and internal 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 indices, maturing January 26, 2029. Each security has a $1,000 stated principal amount.

The notes pay a quarterly contingent coupon of 2.3125% of principal (equivalent to 9.25% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level. Citigroup may redeem the notes on specified dates at $1,000 plus any due coupon.

If not redeemed early and the worst-performing index is at least 65% of its initial level on the final valuation date, investors receive $1,000 back. If it finishes below 65%, repayment is reduced one-for-one with that index’s loss, potentially to zero, with no final coupon.

The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and will not be listed on an exchange. The issue price is $1,000 per security, total issue price $1,500,000, with up to $20 per note underwriting fees and estimated value of $976.40 on the pricing date.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Dual Directional Buffer Securities linked to the S&P 500® Index, maturing on February 26, 2027. Each security has a stated principal amount of $1,000, with no periodic interest and no guaranteed principal repayment.

At maturity, if the index is at or above its initial value of 6,915.61, investors receive $1,000 plus 100% of the index gain, capped at a maximum upside return of $94 per security (9.40%). If the index is below the initial value but at or above 85% of it, investors gain 1-to-1 from the absolute value of that decline. Below the 15% buffer, losses are 1% of principal for each 1% additional index drop.

The estimated value on the pricing date is $995.50 per security, less than the $1,000 issue price, reflecting structuring, hedging costs and internal funding rates. The notes will not be listed on any exchange, may have limited liquidity, are subject to the credit risk of both issuers, and provide no dividends or voting rights on S&P 500® stocks.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering medium-term senior notes called callable contingent coupon equity linked securities due February 1, 2029. The notes are linked to the worst performing of the EURO STOXX 50® Index, the Russell 2000® Index and the S&P MidCap 400® Index.

Investors receive a contingent coupon of 2.625% per quarter (10.50% per annum) only if, on each valuation date, the worst performing index is at or above 70% of its initial level. The issuer may redeem the notes early on specified dates at $1,000 per note plus any due coupon.

At maturity, if not redeemed, investors receive $1,000 per note only if the worst performing index is at or above 70% of its initial value. If it is below that barrier, repayment is reduced in line with the index loss and can fall to zero. The securities are not exchange-listed, have an expected estimated value of at least $939 per $1,000 on the pricing date, involve significant market and credit risks, and carry complex U.S. tax and withholding considerations, particularly for non-U.S. holders.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., plans to issue medium-term Autocallable Phoenix Securities linked to the common stock of a large semiconductor and wireless communications company.

Each $1,000 security can pay a quarterly contingent coupon of 4.775% of principal, but only if the stock closes at or above a coupon barrier set at 85% of the initial share price; missed coupons can be paid later if the barrier is met. The notes may be automatically called on interim valuation dates if the stock is at or above its initial price, returning $1,000 plus the applicable coupon, which caps upside versus owning the stock.

If the notes are not called and the final stock price is at or above the 85% final barrier, investors receive $1,000 plus any due coupon. If the final price is below the barrier, principal is reduced using a 15% buffer and a buffer rate of about 117.647%, so large stock declines can result in substantial or total loss of principal. The securities are not listed, carry issuer and guarantor credit risk, involve complex U.S. tax and potential 30% withholding consequences for non-U.S. holders, and are valued using Citigroup Global Markets Inc.’s proprietary models, which produce an estimated value below the $1,000 issue price.

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 principal amount and total issue size of $597,000.

The notes pay a contingent coupon of 0.7292% per month (about 8.75% per year) only if, on each valuation date, the worst-performing index is at or above 70% of its initial value. At maturity in December 2027, if the worst index is at or above its 70% barrier, investors receive full principal back; otherwise, repayment is reduced one-for-one with the index loss and can fall to zero. Citigroup may redeem the notes early at par plus any due coupon, the securities are not exchange-listed, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The underwriting fee is up to $22 per note and the initial estimated value is $969.30, below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable securities linked to the worst performer of the Russell 2000®, S&P 500® and S&P MidCap 400® indexes, maturing on January 28, 2031.

The notes pay no interest and do not guarantee principal. On scheduled valuation dates, if the worst-performing index is at or above its initial level, the notes are automatically redeemed at $1,000 plus a fixed premium that steps up from 5.00% to 50.00% of principal over time. If held to maturity and not called, investors receive $1,000 plus the 50% premium if the worst index finishes at or above its initial level, $1,000 if it is below initial but at or above a 75% barrier, or a loss matching the full downside of the worst index if it ends below the barrier.

The initial index levels are 2,669.162 for the Russell 2000®, 6,915.61 for the S&P 500® and 3,486.72 for the S&P MidCap 400®, each with a final barrier at 75% of its initial value. The $9,000,000 offering carries an underwriting fee of up to $30.50 per $1,000 note, and Citigroup’s estimated value is $963.90, below issue price. The notes are unsecured, not listed, subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, and expose investors to index volatility, correlation risks and loss of dividends.

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

Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of at least 2.20% (at least 8.80% per year) only if, on the relevant valuation date, the worst-performing index closes at or above a barrier set at 60% of its initial level. If this condition is not met, no coupon is paid for that period.

At maturity, if the notes are not called and the worst-performing index is at or above its 60% final barrier, investors receive $1,000 plus any final coupon. If it finishes below that barrier, repayment is reduced one‑for‑one with the index loss, down to possible zero principal.

The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon, capping future income. The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, may have limited liquidity, and carry complex tax and withholding considerations, especially for non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable market-linked senior notes tied to the Citi Dynamic Asset Selector 5 Excess Return Index, maturing on March 1, 2033. The notes pay no interest and return depends entirely on index performance.

The notes may be automatically redeemed on annual valuation dates from 2027 to 2032 if the index closes at or above rising premium thresholds, paying $1,000 plus preset premiums from 6.75% up to 40.50% of principal. If not called, at maturity investors receive $1,000 plus 100% of any positive index return, or only $1,000 if the index is flat or lower.

The securities will not be listed and may have limited liquidity. Credit risk of both the issuer and guarantor applies. The issue price is $1,000 per note, with an underwriting fee up to $42.50 and minimum issuer proceeds of $957.50 per note. Citigroup estimates the initial value at least $872.50, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured autocallable equity-linked securities tied to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indexes, maturing July 28, 2027.

The notes pay a fixed monthly coupon of 0.7708% of principal (about 9.25% per year) as long as they are outstanding. They can be automatically called on specified dates starting July 23, 2026 if the worst performing index is at or above its initial level, in which case investors receive $1,000 per note plus the coupon.

At maturity, if not called and the worst index is at or above 70% of its initial level, investors receive full principal; otherwise repayment is reduced one-for-one with the worst index’s loss and can fall to zero (excluding the final coupon). The notes are not listed, are subject to Citigroup credit risk, have an issue price of $1,000 with estimated value of $990.80, and a total offering of $9,099,000.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured barrier securities linked to the S&P 500® Index. Each note has a $1,000 stated principal amount, prices on February 27, 2026, and matures on March 5, 2027.

The notes pay no interest. At maturity, if the S&P 500® final value is above the initial value, investors receive $1,000 plus 100% of the index gain, capped by a maximum return of at least $112.50 per note. If the index ends at or below the initial value but at or above 80% of that level, investors receive only the $1,000 principal.

If the final index value is below 80% of the initial level, repayment is $1,000 plus $1,000 times the index return, producing 1‑for‑1 downside and potential total loss of principal. The securities are 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 issue price is $1,000 per note, including up to $10.00 in underwriting fees, with expected estimated value of at least $928.00 on the pricing date. Tax counsel currently views the notes as prepaid forward contracts for U.S. tax purposes, but the treatment is uncertain, and Section 871(m) could affect some non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable equity-linked securities tied to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500, each with a $1,000 principal amount and maturing in July 2027.

The notes pay a fixed monthly coupon of 0.6167% of principal (about 7.40% per year) as long as they remain outstanding, but they can be automatically called as early as July 2026 if the worst-performing index is at or above its initial level on specified dates.

At maturity, if not called and the worst-performing index is at or above 70% of its initial value, investors receive full principal back plus the final coupon; if it is below 70%, repayment is reduced one-for-one with that index’s loss, up to a complete loss of principal.

The securities are unsecured obligations 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 issue price is $1,000 per note, with estimated value of about $976.40 and total proceeds of $1,616,020 before hedging-related profits.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $8,000,000 of autocallable securities linked to the worst performer of the EURO STOXX 50® and Russell 2000® indexes, maturing January 28, 2031. Each $1,000 security pays no interest and may be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial level, returning $1,000 plus a fixed premium that steps up over time to 54.50% on the final valuation date. If held to maturity and not auto-called, investors receive $1,000 plus the final premium if the worst-performing index finishes 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 index’s decline if it falls below 75%, potentially losing their entire investment. The notes are unsecured, not listed, subject to Citigroup credit risk, and have an estimated value of $963 per $1,000 at pricing, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term notes linked to the Citi Dynamic Asset Selector 5 Excess Return Index, maturing on February 29, 2028. The notes pay no interest. At maturity, investors receive the $1,000 principal per note plus a return only if the index level on the valuation date is above its initial level; in that case, the gain is multiplied by a 150% upside participation rate.

If the index is flat or lower, investors receive only the stated principal, so there is no protection against inflation or lost opportunity versus conventional bonds. The notes are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any exchange, and may have limited or no liquidity. The estimated value on the pricing date is expected to be at least $904.50 per $1,000 note, below the issue price, reflecting selling, structuring, and hedging costs and the issuer’s internal funding rate.