Citigroup Inc. 424B Filings

Citigroup Inc. is offering callable fixed rate notes due January 22, 2036 with a stated principal amount of $1,000 per note. The notes pay a fixed interest rate of 4.95% per year, with interest payable semi-annually on January 22 and July 22, starting July 22, 2026, using a 30/360 day-count convention.

Beginning July 22, 2027, Citigroup may redeem the notes in whole (not in part) on specified quarterly redemption dates at 100% of principal plus accrued interest, so investors face reinvestment risk if rates fall. The notes will not be listed on any securities exchange.

The notes are intended to qualify as TLAC-eligible debt, meaning in a Citigroup Inc. bankruptcy, losses would be imposed on shareholders first and then on unsecured creditors, including these noteholders, and recoveries may be limited. A wholly owned subsidiary can assume the issuer’s obligations (with Citigroup guaranteeing payments), and after such an assumption, certain Citigroup bankruptcy or covenant events would no longer trigger an event of default on the notes.

The issue price is $1,000 per note for most investors, while eligible institutional and fee-based advisory accounts may pay between $985 and $1,000 per note. Citigroup Global Markets Inc. acts as underwriter and may receive an underwriting fee of up to $15 per note, and may profit from related hedging. A temporary upward pricing adjustment will apply on CGMI account statements for about six months after issuance.

Citigroup Inc. is offering unsecured callable fixed rate notes that pay interest at 4.05% per year on a stated principal amount of $1,000 per note. Interest is paid semi-annually each January 22 and July 22 from January 22, 2026 until January 22, 2029, when investors also receive back the $1,000 principal, unless the notes are redeemed earlier.

Beginning January 22, 2027, Citigroup may redeem all of the notes on specified quarterly redemption dates at 100% of principal plus accrued interest, which caps investors’ income if rates fall. The notes are intended to qualify as total loss-absorbing capacity (TLAC) debt, meaning that in a Citigroup bankruptcy, losses would be imposed on shareholders first and then on unsecured creditors, including noteholders. A wholly owned subsidiary may also assume the obligations as a successor issuer, with Citigroup guaranteeing payments, which could expose holders to the credit risk of a potentially less creditworthy entity.

The notes will not be listed on any securities exchange, so liquidity may be limited and investors may need to hold to redemption or maturity. Citigroup Global Markets Inc., an affiliate of the issuer, acts as underwriter and may receive an underwriting fee of up to $6.00 per note, and may hedge its exposure, potentially profiting even if the notes’ value declines.

Citigroup Inc. is offering callable fixed rate notes due January 22, 2041, in $1,000 denominations. The notes pay a fixed 5.20% annual interest rate, with interest paid semi-annually on January 22 and July 22, starting July 22, 2026, using a 30/360 day count.

Citigroup may redeem the notes at its option at 100% of principal plus accrued interest, in whole but not in part, on January 22, 2029 and on the 22nd day of each January, April, July and October thereafter if that day is a business day. The notes are not listed on any securities exchange.

The notes are intended to qualify as TLAC-eligible debt, so in a Citigroup bankruptcy losses could be imposed on noteholders after shareholders and other unsecured creditors. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup guaranteeing payments, which changes default and covenant protections. The issue price is $1,000 per note for most investors, with eligible institutional or fee-based advisory accounts paying between $980.00 and $1,000 per note. Citigroup Global Markets Inc. receives an underwriting fee of up to $20.00 per note. Net proceeds will be used for general corporate purposes and related hedging.

Citigroup Inc. is offering callable fixed-rate notes maturing on January 22, 2046. Each note has a stated principal of $1,000 and pays a fixed annual interest rate of 5.45%, with interest paid semi-annually each January 22 and July 22, starting in 2026, using a 30/360 day-count convention.

Citigroup may redeem the notes at its option at 100% of principal plus accrued interest on specified quarterly redemption dates beginning in January 2029. The notes are not listed on any securities exchange, and Citigroup Global Markets Inc. acts as underwriter, receiving an underwriting fee of up to $20 per note, with eligible institutional and fee-based advisory accounts able to buy between $980 and $1,000 per note.

The notes are intended to qualify as TLAC-eligible debt, so in a Citigroup Inc. bankruptcy, losses would be imposed on shareholders first and then unsecured creditors, including these noteholders. A wholly owned subsidiary may assume the obligations as successor issuer, with Citigroup providing a full guarantee, which affects default and covenant protections. Citigroup and its affiliates may hedge and potentially profit from related derivatives, and there are specific selling restrictions in Canada, the European Economic Area and the United Kingdom.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering equity index basket-linked notes with a $1,000 stated principal amount each and a term expected to be 23 to 26 months. The notes are linked to an unequally weighted basket of five non‑U.S. equity indices: EURO STOXX 50® (38%), TOPIX® (26%), FTSE® 100 (17%), Swiss Market Index® (11%) and S&P/ASX 200 (8%).

At maturity, investors receive cash based on the basket return: principal plus 300% of any basket gain, capped at a maximum settlement amount expected between $1,331.20 and $1,389.40 per $1,000, or a one‑for‑one loss of principal for any basket decline, down to a possible total loss. The notes pay no interest and do not provide dividends from the underlying indices.

The notes are unsecured senior debt 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 or no liquidity. The estimated value on the trade date is expected between $975.00 and $995.00 per note, below the issue price, reflecting structuring, hedging costs and the issuer’s internal funding rate, and the tax treatment as prepaid forward contracts is described as uncertain.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk contingent income auto-callable securities linked to the SPDR® S&P 500® ETF Trust. These notes target a monthly contingent coupon of 1.2083% of the $1,000 stated principal (approximately 14.50% per annum) for each month the ETF’s closing price is at or above 95.00% of the initial share price.

The securities may be automatically redeemed on monthly observation dates if the ETF closes at or above the initial share price, paying back principal plus the relevant coupon (including any previously unpaid coupons). If held to maturity and the final price is below the 95% downside threshold, repayment of principal is reduced on a leveraged basis beyond a 5.00% buffer and can fall to zero, with no coupon at maturity.

The notes will not be listed on any exchange, and liquidity will rely on dealer interest. The preliminary estimated value is expected to be at least $945.50 per $1,000 security, reflecting dealer pricing and hedging costs. The product carries issuer and guarantor credit risk, complex market behavior in SPY, and significant tax and withholding uncertainties, especially for non-U.S. investors.

Citigroup Inc. is offering medium-term senior callable fixed rate notes due January 30, 2041. Each note has a $1,000 stated principal amount, pays a fixed interest rate of 5.25% per year, and makes semi-annual interest payments each January 30 and July 30 beginning in 2026, using a 30/360 day count.

The notes may be redeemed at 100% of principal plus accrued interest at Citigroup’s option, in whole but not in part, on the 30th day of January, April, July and October starting in April 2028. The notes are senior unsecured obligations intended to qualify as total loss-absorbing capacity (TLAC), meaning holders rank behind Citigroup shareholders but alongside other unsecured creditors in a Citigroup bankruptcy.

A wholly owned subsidiary can assume the obligations under the notes with Citigroup guaranteeing payments, which changes default triggers if Citigroup later enters resolution. The notes will not be listed on an exchange, CGMI will act as underwriter earning up to $25 per note, issue prices for certain institutional and fee-based accounts can range from $975 to $1,000 per note, and proceeds will be used for general corporate purposes and related hedging.

Citigroup Inc. is offering medium-term senior callable fixed rate notes due January 30, 2036. Each note has a stated principal amount of $1,000 and pays fixed interest at 5.00% per annum, calculated on a 30/360 day count basis. Interest is paid semi-annually on January 30 and July 30, beginning July 30, 2026, and holders receive $1,000 per note plus any accrued and unpaid interest at maturity if the notes are not redeemed earlier.

Beginning July 30, 2027, Citigroup may redeem the notes, in whole and not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest, which means investors face reinvestment risk if the notes are called when market rates are lower. The notes are intended to qualify as TLAC-eligible, so in a Citigroup Inc. bankruptcy losses would be borne ahead of some other liabilities, and a wholly owned subsidiary may assume the issuer obligations subject to conditions while Citigroup guarantees payments. The notes will not be listed on any securities exchange, CGMI will act as underwriter with an underwriting fee of up to $15.00 per note, and the net proceeds will be used for general corporate purposes and related hedging.

Citigroup Inc. is offering callable fixed rate notes maturing on January 30, 2046, with a stated principal amount of $1,000 per note. The notes pay interest at a fixed annual rate of 5.50%, with semi-annual interest payments on January 30 and July 30, starting July 30, 2026, using a 30/360 day-count convention.

Beginning January 30, 2029, Citigroup has the right to redeem the notes in whole (not in part) on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are intended to qualify as eligible TLAC debt, meaning that in a Citigroup Inc. bankruptcy, losses would be borne by shareholders and unsecured creditors, including noteholders, and recoveries may be limited.

A wholly owned subsidiary may assume the issuer’s obligations under the notes with at least 15 business days’ notice, with Citigroup providing a full and unconditional guarantee. The notes will not be listed on any exchange, may be subject to limited liquidity, and involve additional tax, structural and regulatory considerations described in the broader offering documents.

Citigroup Inc. is offering unsecured senior Callable Range Accrual Notes linked to the 10-year constant maturity U.S. Treasury (CMT) rate, maturing on January 21, 2036. Each note has a $1,000 stated principal amount and pays variable interest quarterly when the 10-year CMT rate is between 0.00% and 5.00%. In that range, interest accrues at a contingent rate of 8.50% per annum, multiplied by the fraction of days in the period that satisfy the accrual condition, using a 30/360 day-count convention.

Citigroup may redeem the notes early, in whole but not in part, on any interest payment date on or after January 21, 2027 at 100% of principal plus accrued interest. The notes are intended to qualify as TLAC-eligible debt and rank equally with other unsecured, unsubordinated Citigroup debt. They will not be listed on any exchange.

Citigroup Global Markets Inc. acts as underwriter, receiving up to $25.00 per note, and the initial estimated value is $961.87 per note, below the $1,000 issue price. The tax treatment is complex, with Citigroup intending to treat the notes as contingent payment debt instruments for U.S. federal income tax purposes.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured equity-linked notes tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing in February 2029. The notes pay a contingent coupon of at least 0.8833% per period (about 10.60% per year) only when the worst-performing index on a valuation date is at or above 70% of its initial level.

If the notes are not called and, on the final valuation date, the worst-performing index is at or above 65% of its initial level, investors receive the $1,000 principal per note (plus any final coupon). If it is below 65%, repayment is reduced one-for-one with the index loss, down to a possible zero return of principal.

The issuer may call the notes on specified dates at $1,000 plus any due coupon, capping future income. The notes are not listed, may have limited liquidity, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. U.S. tax treatment is complex and may change, and non‑U.S. holders may face 30% withholding on coupons.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, senior equity-linked notes tied to the worst performer of the Nasdaq‑100®, Russell 2000® and S&P 500® indices, maturing on February 7, 2030. The notes pay a contingent quarterly coupon of at least 0.9167% of principal (about 11.00% per year) only if, on the prior valuation date, the worst-performing index is at or above 75% of its initial level.

At maturity, if not called and the worst-performing index is at or above 70% of its initial level, investors receive full principal back (plus any final coupon). If it is below 70%, repayment is reduced one‑for‑one with the index loss, potentially to zero. Citigroup may redeem the notes early on specified dates at par plus any due coupon. The notes are not listed, carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated initial value of at least $928.50 per $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 Index®, Russell 2000® Index and S&P 500® Index, maturing on February 1, 2029.

Each $1,000 security may pay a quarterly contingent coupon of at least 8.15% per year in total, but 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 early on specified dates, paying $1,000 plus any due coupon. At maturity, if not called, investors receive $1,000 per security only if the worst-performing index is at or above its 70% final barrier; otherwise, principal is reduced one-for-one with that index’s loss, down to zero.

The notes do not pay dividends, do not offer upside participation in the indices, and may have limited or no liquidity. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated initial value (at least $901.50 per $1,000) is lower than the issue price due to fees, hedging costs and the issuer’s internal funding rate. U.S. tax treatment is uncertain and may change.

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 Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing in November 2028. Each security has a $1,000 stated principal amount and targets a contingent coupon of 0.6667% per month (about 8.00% per year), paid only if on the relevant valuation date the worst performing index is at or above 75% of its initial level.

The notes can be automatically called on specified dates if the worst index is at or above its initial level, returning $1,000 plus the coupon. If not called, and at maturity the worst index is at or above 65% of its initial level, investors receive full principal (and possibly the final coupon). If it is below 65%, repayment is reduced in line with the index loss, down to zero in extreme declines. The securities are not listed, may have limited liquidity, have an estimated initial value below the $1,000 issue price, and expose investors to issuer and guarantor credit risk and complex U.S. tax and withholding rules.

Citigroup Inc. is offering medium-term senior callable step-up coupon notes due January 30, 2046, with a stated principal amount of $1,000 per note. The notes pay fixed interest that increases over time, starting at 5.00% per year to January 30, 2029 and stepping up in stages to 6.25% per year from January 30, 2041 to maturity, with semi-annual payments each January 30 and July 30 on a 30/360 basis.

Citigroup may redeem the notes at its option, in whole but not in part, at par plus accrued interest on specified quarterly redemption dates beginning January 30, 2029, which limits investors’ ability to benefit from higher future rates. The notes are unsecured senior debt intended to qualify as TLAC, meaning holders rank behind depositors and may bear losses in a Citigroup bankruptcy or if a wholly owned subsidiary assumes the obligations. The notes are not listed on any exchange, involve underwriting fees of up to $30.00 per note, and are subject to U.S. federal tax rules for fixed-rate debt issued without original issue discount.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked notes 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 may pay a quarterly contingent coupon of at least 2.9625% (at least 11.85% per year) if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial value.

The notes can be called early on scheduled autocall dates if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon for that period. If not called, and at maturity the worst-performing index is below 70% of its initial level, repayment is reduced 1% for each 1% decline and can fall to zero, with no coupon. The notes are unsecured, not listed, and subject to the credit risk of both issuers, complex U.S. tax treatment, limited liquidity, and an estimated initial value of at least $939.50 per $1,000, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, callable equity‑linked notes that pay contingent coupons tied to the worst performer among the Nasdaq‑100, Russell 2000 and S&P 500 indexes.

Each security has a $1,000 stated principal amount and may pay at least 0.875% per quarter (a contingent rate of at least 10.50% per year) on scheduled dates, but only if the worst‑performing index on the prior valuation date is at or above 70% of its initial level. If the notes are not called and, on the final valuation date, the worst index is below 67% of its initial level, repayment of principal is reduced one‑for‑one with that index’s loss, up to a total loss of the investment, with no coupon at maturity.

The issuer may redeem the notes in whole on specified dates at $1,000 plus any due coupon, limiting future income if conditions are favorable. The notes will not be listed, can be hard to sell before maturity, and are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $933.50 per $1,000, reflecting structuring, distribution and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Russell 2000® Index, the S&P 500® Index and the State Street® Energy Select Sector SPDR® ETF, maturing February 3, 2028.

Each $1,000 security may pay a monthly contingent coupon of at least 0.8542% (about 10.25% per year) only if, on the relevant valuation date, the worst-performing underlying is at or above 70% of its initial value. Principal is protected only if, on the final valuation date, the worst performer is at or above 65% of its initial value; otherwise repayment is reduced 1% for each 1% decline, potentially to zero.

The issuer may redeem the notes in whole on specified dates at $1,000 plus any due coupon. 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 have an estimated value on the pricing date of at least $924.50 per $1,000, below the issue price due to structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index. Each security has a $1,000 stated principal amount, matures on January 26, 2028 and can be redeemed early on specified dates at $1,000 plus any due coupon. Investors may receive a 2.50% quarterly contingent coupon (10.00% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 76.90% of its initial value. At maturity, if not called and the worst-performing index finishes below its final barrier (also 76.90% of initial), the payoff is reduced one-for-one with the index loss, down to zero, so all principal can be lost. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and have an expected estimated value of at least $924.50 per $1,000 versus an issue price of $1,000, reflecting fees and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 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 January 19, 2029. Each security has a $1,000 stated principal amount and pays a contingent coupon of 2.9375% per quarter (11.75% per year) only if, during the entire observation period, no index closes below its coupon barrier, set at 70% of its initial value.

If the notes are not called and, at maturity, the worst-performing index is at or above its final barrier, set at 60% of its initial value, investors receive $1,000 plus any final coupon. If the worst-performing index finishes below its final barrier, repayment is reduced dollar-for-dollar with the index loss, and investors can lose up to their entire principal and any final coupon. The issuer may redeem the notes early on scheduled dates at $1,000 plus any due coupon. The notes are unsecured, not listed, subject to Citigroup credit risk, and were priced at $1,000 with an estimated value of $991.20 per note.

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 Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, maturing January 31, 2029 unless called earlier.

Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 0.9083% per period (about at least 10.90% per year) only if, on the relevant valuation date, the worst performing index is at or above 70% of its initial level. If on any potential autocall date the worst index is at or above its initial level, the notes are automatically redeemed at $1,000 plus that period’s coupon.

If the notes are not called and on the final valuation date the worst index closes below 70% of its initial level, the maturity payment is reduced one‑for‑one with the index loss and can fall to zero, with no coupon. The securities are not listed, carry full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and their estimated value on the pricing date is expected to be at least $937 per security, below the $1,000 issue price, reflecting costs, hedging and underwriting fees of up to $5 per security.

Citigroup Inc. is offering callable fixed rate notes due January 21, 2031, in $1,000 denominations. The notes pay a fixed 4.30% annual interest rate, with interest paid semi-annually each January 21 and July 21, starting July 21, 2026, using a 30/360 day-count convention.

Citigroup may redeem the notes at its option, in whole but not in part, at 100% of principal plus accrued interest on any January, April, July or October 21 starting in 2027. The notes are not listed on any securities exchange.

The notes are intended to qualify as TLAC-eligible debt, meaning losses in a Citigroup bankruptcy would be borne by shareholders first and then unsecured creditors, including these noteholders. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup providing a full guarantee, which can change default and covenant protections. Citigroup Global Markets Inc. underwrites the notes and receives up to $10.00 per note as an underwriting fee.

Citigroup Inc. is offering callable fixed rate notes that pay 4.60% annual interest on a stated principal amount of $1,000 per note, with interest paid semi-annually each January 28 and July 28 from July 28, 2026 until maturity on January 28, 2033, plus repayment of principal at maturity.

Starting April 28, 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. The notes are unsecured debt intended to qualify as TLAC-eligible, meaning losses in a Citigroup bankruptcy would be borne by shareholders and unsecured creditors, including these noteholders.

The notes will not be listed on any exchange, and Citigroup Global Markets Inc. underwrites the deal with an issue price generally at $1,000 per note (no less than $988 for certain accounts) and an underwriting fee of up to $12 per note. Citigroup and its affiliates may hedge and may profit from those activities, and early secondary market values may include a temporary four‑month upward pricing adjustment.

Citigroup Inc. is offering callable fixed rate notes due July 30, 2038 with a stated principal amount of $1,000 per note. The notes pay fixed interest at 5.05% per year, with semi-annual payments each January 30 and July 30, starting July 30, 2026, calculated on a 30/360 day-count basis.

Beginning January 30, 2028, Citigroup may redeem the notes in whole, on specified quarterly redemption dates, at 100% of principal plus accrued interest, which limits investors’ ability to benefit if market rates fall. The notes are senior unsecured debt intended to qualify as TLAC‑eligible, meaning losses in a Citigroup bankruptcy would be imposed on shareholders first and then unsecured creditors, including holders of these notes. A wholly owned subsidiary may assume the obligations, with Citigroup guaranteeing payments, which can change the credit profile.

The notes will not be listed on any securities exchange. Citigroup Global Markets Inc., an affiliate, acts as underwriter, receiving an underwriting fee of up to $19.00 per note, and may hedge and trade in ways that affect secondary market pricing. The net proceeds will be used for general corporate purposes and hedging.

Citigroup Inc. is offering callable fixed rate notes that pay interest at an annual rate of 4.35% until their scheduled maturity on January 30, 2031, unless redeemed earlier. Investors receive semi-annual interest payments, calculated on a 30/360 day count basis, and repayment of the $1,000 stated principal amount per note at maturity or upon earlier redemption, plus accrued interest.

Beginning January 30, 2027, Citigroup may redeem the notes in whole on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are intended to qualify as total loss-absorbing capacity securities, meaning holders rank as unsecured creditors and could incur losses in a Citigroup bankruptcy. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup providing a full and unconditional guarantee. The notes will not be listed on any securities exchange, and Citigroup Global Markets Inc., an affiliate, acts as underwriter and may hedge and earn related profits.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to NVIDIA Corporation stock, maturing in January 2028. Each security has a $1,000 stated principal amount and pays a contingent coupon of 2.85% per quarter (annualized 11.40%) if NVIDIA’s closing value on the relevant valuation date is at or above a coupon barrier set at 50% of the initial share price.

The notes can be automatically called on scheduled autocall dates if NVIDIA’s value is at or above its initial level, returning $1,000 plus the coupon, which may limit upside coupon potential. If the notes are not called and NVIDIA’s final value is below the 50% final barrier, investors lose 1% of principal for each 1% decline in the stock and can lose their entire investment, with no maturity coupon. 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 may trade below the $1,000 issue price; the estimated value on the pricing date is expected to be at least $922.50 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked senior notes tied to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, maturing on February 4, 2031.

The notes pay a quarterly contingent coupon of 2.3125% of principal (annualized 9.25%) only if the worst-performing index on the prior valuation date is at or above 70% of its initial level. Starting July 28, 2026, the notes are automatically called if on a potential autocall date the worst index is at or above its initial level, returning $1,000 per note plus that coupon.

If not called, at maturity investors receive $1,000 per note only if the worst index is at least 65% of its initial level; otherwise, principal is reduced one-for-one with the worst index’s loss, with no minimum repayment. The notes are unsecured, not listed on an exchange, have an estimated value on the pricing date expected to be at least $937 per $1,000 issue price, and carry significant market, liquidity, credit and tax risks.

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

The notes pay a contingent coupon of 2.625% per quarter (annualized 10.50%) 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, no coupon is paid for that period.

At maturity, if not previously called, investors receive the $1,000 principal per note only if the worst-performing index is at or above its 70% final barrier; otherwise repayment is reduced one-for-one with the index decline, potentially to zero. The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon.

Investors face full downside exposure to the worst-performing index, no participation in any upside or dividends, credit risk of the issuer and guarantor, limited liquidity, and complex and uncertain U.S. tax treatment, including possible withholding for non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable equity-linked securities tied to the worst performer of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index, with a stated principal amount of $1,000 per security and a scheduled maturity on July 28, 2027.

The securities pay monthly coupons equal to at least 0.7708% of principal (at least 9.25% per year, set on the January 23, 2026 pricing date), but your principal is at risk. If the notes are not called and, on the July 23, 2027 valuation date, the worst-performing index is at or above 70% of its initial level, you receive $1,000 plus the final coupon. If that index is below 70%, your maturity payment is $1,000 plus $1,000 times its return, which can reduce your repayment to a small amount or zero aside from the final coupon.

The notes can be automatically redeemed early on specified dates starting July 23, 2026 if the worst-performing index is at or above its initial level, paying $1,000 plus the coupon for that month. The securities will not be listed on any exchange, may have limited or no liquidity, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have an estimated value on the pricing date of at least $937 per $1,000 (below the issue price), and involve complex market and U.S. tax risks, including potential withholding for certain non-U.S. investors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term senior notes that are callable 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, maturing on February 1, 2028. Each security has a stated principal amount of $1,000 and may pay a contingent coupon of at least 9.00% per year (at least $7.50 per quarter) if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level.

If the notes are not called and the worst-performing index on the final valuation date is at or above 90% of its initial level, investors receive $1,000 back per security, plus any final coupon. Below the 90% buffer, principal is reduced dollar-for-dollar beyond a 10.00% decline, so a large drop in the worst index can cause a significant loss of principal. Citigroup may redeem the notes early at $1,000 plus any due coupon on specified dates, the notes will not be listed on an exchange, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $932.00 per $1,000 security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable contingent coupon notes linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, maturing January 25, 2036.

The notes pay a 1.00% quarterly-equivalent coupon each month (12.00% per year) only if the index is at or above 60% of its initial value (953.212) on the prior valuation date; otherwise no coupon is paid. Beginning January 20, 2027, if on any trading day the index is at or above its initial level of 1,588.686, the notes are automatically redeemed at $1,000 plus any due coupon, ending all future payments.

At maturity, if not called, investors receive $1,000 per note only if the final index level is at or above 50% of the initial value (794.343; the final barrier). Below that barrier, principal is reduced one-for-one with the index loss and can fall to zero. The securities are not listed, carry issuer and guarantor credit risk, have complex tax and withholding treatment, and their initial estimated value is $859 per $1,000, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering long‑dated, unsecured autocallable securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing in 2036. Each security has a $1,000 stated principal amount, pays no interest and is not listed on an exchange.

The notes can be automatically redeemed on scheduled valuation dates starting in 2027 if the index closes at or above its initial level of 520.6842, paying back $1,000 plus a fixed premium that steps up over time (for example, 19.00% on January 21, 2027 and up to 190.00% on the final valuation date). If not called and the final index value is at or above the barrier of 60% of the initial level, investors receive $1,000 plus the final premium.

If the final index value is below the barrier, the maturity payment is $1,000 plus $1,000 times the index return, creating 1‑for‑1 downside to the underlying with the possibility of a total loss. The underlying index itself is described as highly risky, using up to 500% leverage on S&P 500 futures, includes an implicit financing cost and a 6% per annum decrement, all of which can materially drag performance. The estimated value at pricing is $858.40 per note versus the $1,000 issue price, 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 autocallable contingent coupon equity-linked securities tied to Broadcom Inc. (AVGO) stock, maturing July 19, 2028. The notes pay a 3.625% quarterly contingent coupon (14.50% per annum) only when Broadcom’s closing value on the valuation date is at or above the coupon barrier of $186.94, which is 55% of the $339.89 initial value.

The notes can be automatically called on set dates if Broadcom is at or above the initial value, returning $1,000 plus the coupon but ending further payments. If not called, at maturity investors receive $1,000 plus the final coupon if Broadcom is at or above the same $186.94 barrier; otherwise they receive 2.94213 Broadcom shares per note (or equivalent cash), which could be worth far less than $1,000 and in extreme cases nothing.

The securities are not listed, have an initial estimated value of $964.90 per $1,000 issue price, and include an underwriting fee of up to $18.50 per note. The product carries equity market risk, issuer and guarantor credit risk, complex U.S. tax treatment and potential 30% withholding on coupon payments to certain non‑U.S. investors.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering medium-term senior notes called Autocallable Equity Linked Securities tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing July 28, 2027. Each $1,000 security pays a fixed monthly coupon of 0.6167% (about 7.40% per year) as long as it has not been called.

The notes can be automatically redeemed as early as July 23, 2026 if on a potential autocall date the worst performing index is at or above its initial level, returning $1,000 plus the coupon. If not called, the maturity payment depends on the worst performing index on the July 23, 2027 valuation date: if it is at or above 70% of its initial level, holders receive $1,000; if it is below 70%, principal is reduced 1% for each 1% decline, potentially down to zero aside from the final coupon.

The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not listed on any exchange, and may have limited or no liquidity. The estimated value on the pricing date is expected to be at least $925 per $1,000 security, below the issue price, reflecting structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing on January 25, 2036. Each $1,000 security can pay a 2.70% quarterly contingent coupon (10.80% per year) only when the index closes at or above the 50% coupon barrier (260.342) on the relevant valuation date. If on any potential autocall date the index is at or above its initial level of 520.6842, the notes are automatically redeemed at $1,000 plus that coupon, ending further payments.

If the notes are not called and the final index value is at or above the 50% final barrier, investors receive $1,000 per note (plus any final coupon). If the final index value is below the final barrier, repayment is reduced dollar‑for‑dollar with the index loss, with no minimum, so the maturity payment can be zero. The underlying index itself is highly complex and risky, using up to 500% leveraged exposure to S&P 500 futures, a 35% volatility target and a 6% annual decrement, and may materially underperform the S&P 500 Index.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, medium-term senior notes that are equity-linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing on January 28, 2030. The notes may pay a contingent coupon of at least 0.875% per period (at least 10.50% per annum) on each observation date only if the worst-performing index closes at or above 70% of its initial value.

If the notes are not called and, on the final valuation date, the worst-performing index is below 70% of its initial value, investors lose 1% of principal for each 1% decline and may lose their entire investment. The issuer can redeem the notes early on specified dates at $1,000 plus any due coupon. The notes will not be listed, may have limited liquidity, are subject to the credit risk of both issuers, carry an estimated initial value of at least $933.50 per $1,000, and involve complex U.S. tax and withholding considerations, particularly for non-U.S. holders.

Citigroup Global Markets Holdings Inc. is offering $12,000,000 of contingent income auto-callable securities linked to Tesla, Inc. common stock, fully and unconditionally guaranteed by Citigroup Inc. Each $1,000 security can pay a monthly contingent coupon of 1.2167% (about 14.60% per year) when Tesla’s closing price on the valuation date is at or above the downside threshold of $269.376, which is 60% of the $448.96 initial share price. Missed coupons can be caught up if the stock later closes back above the threshold.

The notes can be automatically redeemed as early as about one month after issuance if Tesla’s price is at or above the initial share price on a potential redemption date, paying $1,000 plus the due coupon (including any previously unpaid coupons). If not redeemed and Tesla’s final price is at or above the threshold, investors receive $1,000 plus the final coupon at maturity in January 2027.

If the final price is below the threshold, principal is reduced on a leveraged basis using a buffer rate of about 166.667% applied to losses beyond the 40% buffer, and investors receive no coupon at maturity. In that scenario, investors can lose a significant portion or all of their investment. The securities are unsecured, not listed on any exchange, and involve complex U.S. tax and withholding considerations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to Advanced Micro Devices, Inc. (AMD), maturing on January 18, 2029. Each security has a $1,000 stated principal amount and pays a 3.125% quarterly contingent coupon (12.50% per annum) only if AMD’s closing price on the relevant valuation date is at or above the coupon barrier of $136.752, which is 60% of the initial value of $227.92.

The notes can be automatically called on specified dates starting July 15, 2026 if AMD is at or above the initial value; in that case investors receive $1,000 plus the due coupon and any unpaid coupons. If not called and AMD’s final value on January 16, 2029 is below the final barrier of $136.752, repayment is reduced dollar-for-dollar with AMD’s decline, down to a possible zero return of principal and loss of all coupons. The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and had an estimated value at pricing of $929.10 per $1,000 issue price.

Citigroup Global Markets Holdings Inc. is issuing unsecured autocallable contingent coupon securities linked to CrowdStrike Holdings, Inc., guaranteed by Citigroup Inc., in $1,000 denominations with a total issue size of $701,000.

The notes pay a 2.675% contingent coupon per period (10.70% annualized) only if CrowdStrike’s closing value on each valuation date is at or above $230.35, which is 50% of the $460.70 initial value. If on specified autocall dates CrowdStrike is at or above $460.70, the notes are redeemed early at $1,000 plus the coupon.

If not called, maturity payment is $1,000 when the final value is at or above the $230.35 barrier; otherwise investors receive $1,000 plus the underlying return, exposing them to losses up to their entire principal. The securities are not listed, have limited liquidity, are subject to the credit risk of Citigroup entities, have an estimated value of $968.90 per $1,000 at pricing, and involve complex, uncertain U.S. tax treatment including potential 30% withholding for some non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable contingent coupon notes linked to NVIDIA, due January 20, 2028. Each $1,000 note may pay a 3.75% quarterly contingent coupon (15.00% per annum) only if NVIDIA’s closing price on the relevant valuation date is at or above the coupon barrier of $109.884, which is 60% of the $183.14 initial value.

If on any autocall date NVIDIA’s price is at or above the initial value, the notes are automatically redeemed for $1,000 plus that period’s coupon, ending future payments. If held to maturity and the final NVIDIA value is at or above the same 60% barrier, investors receive $1,000; otherwise they receive NVIDIA shares (or cash equivalent) worth less than principal and potentially zero. The notes are not listed, carry Citigroup credit risk, have an issue price of $1,000 versus an estimated value of $978, and total offering proceeds to the issuer of $2,627,475.50.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $12,000,000 of Contingent Income Auto-Callable Securities linked to Alphabet Inc. common stock, in $1,000 denominations, maturing January 20, 2027 unless redeemed earlier.

Investors may receive a monthly contingent coupon of 1.275% of principal (15.30% per annum) when Alphabet’s closing price on a valuation date is at or above the downside threshold price of $268.776, which is 80.00% of the $335.97 initial share price. Missed coupons can be paid later if the stock recovers above the threshold, but all coupons are forfeited if it remains below on every subsequent date.

The notes are automatically redeemed at par plus the applicable coupon (including any unpaid coupons) if on any potential redemption date the stock closes at or above the initial share price. If held to maturity and not called, investors receive par plus the final coupon if the final share price is at or above the threshold. If the final share price is below the threshold, repayment is reduced by a leveraged downside formula, and the principal repayment can be significantly less than $1,000, down to zero.

The securities are not listed on any exchange, are not bank deposits, and are not FDIC insured. The issue price is $1,000 per security, with an estimated value of $994.80 and an underwriting fee of $1.00, including a $0.50 selling concession and a $0.50 structuring fee per security. Non‑U.S. holders may face 30% withholding on coupon payments, and the U.S. tax treatment is described as uncertain.

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 indexes, maturing December 27, 2027. Each note has a $1,000 principal amount and may pay a quarterly contingent coupon of at least 0.7583% (about 9.10% per year) only if on the prior valuation date the worst-performing index is at or above 70% of its initial value.

If the notes are not called and on the final valuation date the worst-performing index is below 70% of its initial value, principal is reduced one-for-one with that index’s loss and can fall to zero. Citigroup may redeem the notes early at par plus any due coupon. The notes are unsecured, not listed, and subject to the credit risk of both issuers, with an estimated initial value of at least $921 per note versus a $1,000 issue price and an underwriting fee of up to $22.25 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium‑term senior notes in the form of autocallable contingent coupon equity‑linked securities tied to The Mosaic Company (MOS), maturing March 4, 2027.

Each $1,000 security may pay a quarterly contingent coupon of at least 0.9583% (about 11.50% per year) only if Mosaic’s share price on the relevant valuation date is at or above a barrier set at 61.00% of the initial share price. Starting July 27, 2026, the notes are automatically called, returning $1,000 plus any due coupon, if Mosaic’s share price is at or above the initial level on a potential autocall date.

If the notes are not called and Mosaic’s final share price is below the 61.00% final barrier, investors receive Mosaic shares (or cash) worth less than $1,000, and possibly nothing, with no coupon at maturity. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, and have an estimated value on the pricing date expected to be at least $915.50 per $1,000 issue price.

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 Index®, Russell 2000® Index and S&P 500® Index, maturing on January 2, 2031.

Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 0.75% per period (at least 9.00% per year) if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level. If it is below that coupon barrier, no coupon is paid for that period.

At maturity, if not called and the worst-performing index is at or above 60% of its initial level, investors receive $1,000 per security (plus any final coupon). If it is below 60%, repayment is reduced one-for-one with the index loss, potentially down to $0, meaning investors can lose their entire principal.

The issuer can redeem the notes in whole on specified dates at $1,000 plus any due coupon. The notes are not exchange‑listed, carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated value on the pricing date of at least $925 per $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to Oracle Corporation stock, with a stated principal of $1,000 per security and scheduled maturity on January 26, 2029.

The notes pay a contingent coupon of at least 3.60% of principal per quarter (at least 14.40% per annum) only if Oracle’s closing value on each valuation date is at or above a coupon barrier set at 50% of the initial value. On specified autocall dates, if Oracle is at or above its initial value, the notes are automatically redeemed at $1,000 plus the coupon, ending future payments.

If not called, at maturity investors receive $1,000 only if Oracle’s final value is at or above the 50% final barrier; otherwise they incur a 1-for-1 loss with Oracle’s decline, potentially losing their entire investment and receiving no final coupon. The securities do not pay dividends, do not participate in any upside of Oracle, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on an exchange, and have an estimated initial value expected to be at least $914.50, below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $2,600,000 of buffered digital notes linked to Capital One Financial Corporation common stock, in $10,000 denominations. The notes run from a strike date of January 12, 2026 to a final valuation date of January 25, 2027, with maturity on January 28, 2027.

If the final Capital One share price is at or above the final buffer price of $198.22 (85% of the $233.20 initial share price), holders receive $10,000 plus a fixed return of $1,390 per note, a 13.90% gain. If the final share price is below the buffer, investors receive either 50.449 underlying shares per note or their cash value, exposing them to full downside below the buffer and potential loss of most or all principal.

The notes will not be listed on any exchange, and investors will not receive dividends on the underlying shares. The estimated value at pricing is $9,840 per note, below the $10,000 issue price, reflecting internal funding and hedging costs. Tax counsel views the notes as prepaid forward contracts for U.S. tax purposes, but notes significant uncertainty and potential future changes, including for non-U.S. holders under Section 871(m).

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $10,000,000 of autocallable Phoenix securities linked to Alphabet Inc. Class A shares. Each security has a $1,000 stated principal amount and a scheduled maturity on January 19, 2027, unless redeemed early.

The notes pay a 1.275% contingent coupon per period if Alphabet’s share price on the relevant valuation date is at or above the coupon barrier of $265.488, which is 80% of the $331.86 initial share price. Missed coupons can be “caught up” if the barrier is met on a later date, but are never paid if the barrier is not reached before or on the final valuation date.

The notes are automatically redeemed if on any interim valuation date the share price is at or above the initial share price, returning $1,000 plus the applicable coupon. If held to maturity and the final share price is at or above the final barrier of $265.488, investors receive $1,000 plus the final coupon (including any unpaid coupons). If the final price is below the barrier, repayment is reduced using a formula that provides a 20% buffer but then amplifies further losses, potentially down to a total loss of principal. The securities are not listed on any exchange, the estimated value at pricing is $997.50 per $1,000, and non‑U.S. holders may face 30% withholding on coupon payments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $12,000,000 of autocallable Phoenix securities linked to Freeport-McMoRan Inc. common stock. Each note has a $1,000 stated principal amount and may pay a contingent coupon of 1.3167% per month if the FCX share price on the relevant valuation date is at or above the coupon barrier of $42.398, which is 75% of the $56.53 initial share price.

If on any interim valuation date FCX closes at or above the initial share price, the notes are automatically redeemed for $1,000 plus the applicable coupon, ending the investment early. At maturity, if not called and the final share price is at or above the same $42.398 barrier, investors receive $1,000 plus any due coupons, including certain unpaid past coupons.

If the final share price is below $42.398, principal is reduced using a leveraged downside formula and investors can lose most or all of their investment, with no coupon at maturity. The notes are not listed on any exchange. The estimated value is $1,000.90 per note based on CGMI models, and CGMI receives a $1.00 per note underwriting fee and may profit from hedging. The tax treatment is uncertain, and non-U.S. holders may face 30% withholding on coupon payments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing up to $10,000,000 of autocallable Phoenix securities linked to Freeport‑McMoRan Inc. (FCX) common stock. Each security has a $1,000 principal amount and can pay a monthly contingent coupon of 1.3167% if the FCX share price on the relevant valuation date is at or above the coupon barrier of $44.033, which is 75% of the $58.71 initial share price. The notes may be automatically redeemed on any interim valuation date if FCX closes at or above the initial share price, returning $1,000 plus the due coupon.

If not redeemed early, at maturity in January 2027 investors receive $1,000 plus the final coupon if the final FCX price is at or above the same $44.033 barrier. If the final price is below this level, principal is reduced according to a buffered downside formula with a 25% buffer and a buffer rate of about 133.333%, which can lead to significant losses, including total loss of principal. The securities are unlisted, subject to Citigroup credit risk, have an estimated value of $997.50 per $1,000 at pricing, carry complex U.S. tax treatment and may face 30% withholding on coupons for some non‑U.S. holders.