Every 424B that Citigroup Inc. (C) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow C and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full C filings page.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 11,065 principal-at-risk Contingent Income Auto-Callable Securities due December 21, 2028, each with a $1,000 stated principal amount and total aggregate principal of $11.065 million. The notes are linked to the worst performer of NVIDIA (NVDA) and Tesla (TSLA), with initial share prices of $177.72 and $489.88 and downside thresholds set at 50% of those levels.
Investors may receive a 4.375% quarterly contingent coupon (17.50% per annum) only if, on a valuation date, the worst-performing stock is at or above its downside threshold; missed coupons can be paid later if the condition is again met. Starting about three months after issue, if on a potential redemption date the worst performer is at or above its initial price, the notes auto-call at par plus the applicable contingent coupon, including any unpaid coupons.
If not redeemed early and the worst-performing stock on the final valuation date is at or above its downside threshold, investors receive par plus the final contingent coupon (with any unpaid coupons). If it finishes below its downside threshold, repayment is reduced 1-to-1 with the stock’s loss, potentially down to $0. The securities are unsecured, not listed, not FDIC insured, carry complex U.S. tax treatment, and have an estimated value of $955.30 per $1,000, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured notes linked to a global equity basket with a stated principal amount of $1,000 per security. The basket combines the EURO STOXX 50® (40%), Nikkei 225 (25%), FTSE® 100 (17.5%), Swiss Market Index® (10%) and S&P/ASX 200 (7.5%).
The notes may be automatically called on January 4, 2027 if the basket closing value is at or above the starting value, paying $1,000 plus at least a 9.00% call premium. If not called, at maturity on January 4, 2029 holders either get enhanced upside at a 125% participation rate, full principal back if the basket stays at or above the 75.00 threshold, or 1-for-1 downside if it falls below that level, with the possibility of losing the entire investment.
The securities pay no interest, are not listed on any exchange and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer expects the estimated value on the pricing date to be at least $900.50 per $1,000 security, below the public offering price, reflecting selling, structuring and hedging costs.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 face-value barrier securities due January 9, 2029, linked to an equally weighted basket of the EURO STOXX 50® Index and the Nikkei 225 Index.
The securities offer 200% upside participation on positive basket performance, but gains are capped by a maximum return at maturity of at least $510 per security (at least 51% of principal. If the final basket value is above the initial value of 100, investors receive $1,000 plus the leveraged return, subject to this cap. If the final basket value is at or below 100 but at or above the 85 barrier level, investors receive only the $1,000 principal. If the basket falls below the barrier, repayment is reduced 1‑for‑1 with the basket loss, and investors may receive much less than principal, possibly zero.
The securities are not listed on any exchange. The issue price is $1,000, with an underwriting fee of up to $25 and minimum per-security proceeds to the issuer of $975. Citigroup currently estimates the value on the pricing date will be at least $903.50 per security, below the issue price. The product involves complex market and tax risks and is intended for investors who understand equity-index linked structured notes and are prepared to hold to maturity.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable contingent coupon equity-linked securities tied to PayPal Holdings, Inc. stock. The notes may pay a contingent coupon of at least 0.6125% per month (at least 7.35% per year) on each observation date if PayPal’s closing price stays at or above 75% of its initial level; missed coupons can be paid later if the barrier is later met. The notes can be automatically called starting July 20, 2026 if PayPal is at or above its initial level, returning $1,000 plus applicable coupons.
If not called and PayPal falls more than 25% by the final valuation date, holders receive PayPal shares (or cash equivalent) plus a $250 cash buffer, exposing them to up to a 75% loss of principal and no coupon at maturity. The securities are unsecured senior notes, not listed on an exchange, carry an estimated value on the pricing date expected to be at least $921 per $1,000, and include an underwriting fee of up to $21.50 per security.
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, EURO STOXX 50 Index and Nikkei 225 Index, each with a $1,000 stated principal amount and scheduled maturity on January 9, 2029.
The notes may pay a contingent coupon of at least 2.40% per quarter (at least 9.60% per year) only if, on each valuation date, the worst-performing index is at or above 75% of its initial value; otherwise no coupon is paid. On specified dates, if the worst-performing index is at or above its initial value, the notes are automatically called at $1,000 plus the coupon. If held to maturity and not called, investors receive $1,000 only if the worst-performing index is at or above 75% of its initial value; otherwise they are exposed one-for-one to index losses and can lose all principal. The notes will not be listed, carry full issuer and guarantor credit risk, include an underwriting fee of $20 per note, and have an estimated initial value of at least $914, below the issue price.
Citigroup Inc. is offering callable fixed rate notes due December 19, 2040, with a stated principal amount of $1,000 per note and a fixed annual interest rate of 5.05%. Interest is paid semi-annually on June 19 and December 19, starting June 19, 2026, using a 30/360 day-count convention. Beginning December 19, 2028, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on quarterly redemption dates.
The notes are intended to qualify as TLAC-eligible debt, meaning in a Citigroup bankruptcy losses would be borne by shareholders and unsecured creditors, including noteholders. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup guaranteeing payments, which can change default and covenant protections. The notes are not listed on any exchange. The issue price is generally $1,000 per note, with eligible institutional and fee-based accounts paying between $980 and $1,000, and CGMI receiving an underwriting fee of up to $20 per note.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to PayPal Holdings, Inc. stock, maturing February 11, 2027. Each security has a $1,000 stated principal amount and may pay a quarterly contingent coupon of at least 0.8208% (about 9.85% per year) if PayPal’s closing price on the relevant valuation date is at or above 80% of its initial level.
The notes can be automatically redeemed on specified dates starting July 7, 2026 if PayPal is at or above its initial value, returning $1,000 plus the applicable coupon. At maturity, if not called and PayPal has fallen more than the 20% buffer (below 80% of the initial level), principal is reduced 1% for each 1% drop beyond the buffer, with losses potentially large. The securities are unsecured, subject to the credit risk of Citigroup entities, will not be listed on an exchange, and may have limited liquidity.
The issue price is $1,000 per note, with an underwriting fee of up to $21.50 and minimum estimated value on the pricing date expected to be at least $919, reflecting structuring, hedging costs and dealer profit. The U.S. tax treatment is uncertain and may involve ordinary income on coupons and capital gain or loss on disposition, with possible 30% withholding on payments to certain non-U.S. holders.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Apple Inc.-linked autocallable contingent coupon securities totaling $1,733,000.00, each with a $1,000 stated principal amount and maturing on January 22, 2027, unless called earlier.
The notes pay a quarterly contingent coupon of 0.75% of principal (a 9.00% annual rate) only if Apple’s closing share price on the relevant valuation date is at or above a coupon barrier of $214.196, which is 78.00% of the initial value of $274.61. If on certain dates from June 16, 2026 onward Apple closes at or above the initial value, the notes are automatically redeemed at $1,000 plus that coupon.
If the notes are not called and Apple finishes below the final barrier of $214.196, investors receive Apple shares based on a fixed equity ratio of 3.64153 (or equivalent cash), which may be worth far less than principal and could be zero. 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, have an estimated value of $976.50 per note below the issue price, 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 issuing $2.4 million of unsecured Autocallable Contingent Coupon Equity Linked Securities tied to Uber Technologies, Inc. Each security has a $1,000 principal amount and matures on January 22, 2027, unless called earlier.
Investors may receive a contingent coupon of 0.9667% per month (about 11.60% per year) on each valuation date if Uber’s closing value is at or above the coupon barrier of $55.026, which is 68% of the initial value of $80.92. The same level is the final barrier. From June 16, 2026 onward, if Uber’s value on a potential autocall date is at or above the initial value, the notes are automatically redeemed at $1,000 plus the coupon.
If the notes are not called and Uber’s final value is below the barrier, holders receive Uber shares (or cash equivalent) based on an equity ratio of 12.35788 shares per note, which may be worth far less than principal, including a total loss. The estimated value at pricing is $969.20 per note, below the $1,000 issue price, reflecting fees and hedging costs, and the notes are subject to Citigroup credit, liquidity, market and tax risks.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the iShares Silver Trust (SLV) and the SPDR S&P Metals & Mining ETF (XME), maturing on November 29, 2028. Each $1,000 security pays a contingent coupon of 0.5833% per month (about 7.00% per year) only when the worst-performing underlying on the relevant valuation date is at or above 65% of its initial value; missed coupons can be paid later if the barrier is met.
The notes can be called early on specified dates if the worst-performing underlying is at or above its initial value, in which case investors receive $1,000 plus applicable coupons. If held to maturity and not called, principal is fully returned only if the worst-performing underlying is at or above 85% of its initial value; below that level, losses exceed a 15.00% buffer and can be substantial. The securities are unsecured, subject to the credit risk of Citigroup entities, will not be listed on an exchange, and have an estimated value on the pricing date expected to be at least $877.50 per $1,000 security, below the $1,000 issue price, reflecting structuring and distribution costs.
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. Each security has a $1,000 principal amount and may pay a quarterly contingent coupon of at least 0.7458% (about 8.95% per year) if the worst-performing index on the prior valuation date stays at or above 70% of its initial level.
The notes mature on December 29, 2028 and are callable at the issuer’s option on specified dates, at $1,000 plus any due coupon. If held to maturity and not redeemed, principal is fully repaid only if the worst-performing index finishes at or above 60% of its initial value; otherwise, repayment is reduced one-for-one with that index’s loss and can fall to zero. The securities are not listed, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated value on the pricing date is expected to be at least $927.50 per $1,000 issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable securities linked to the worst performer of the EURO STOXX 50® Index and the Russell 2000® Index, maturing December 21, 2028. The securities have a $1,000 stated principal amount and pay no interest.
The notes can be automatically redeemed early if, on a valuation date in 2026 or 2027, the worst performing index is at or above its initial level, paying back $1,000 plus a fixed premium of 11.85% or 23.70%. If held to maturity and not called, investors receive $1,000 plus a 35.55% premium if the worst performer is at or above 90% of its initial level, $1,000 if it is between 70% and 90%, and a loss matching the full downside of the worst index if it finishes below 70%, potentially down to zero.
The offering size is $2,000,000, with an underwriting fee of up to $22.50 per security and initial estimated value of $972.10. The notes are not listed, have limited liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk Contingent Income Auto-Callable Securities linked to the common stock of Advanced Micro Devices, Inc. (AMD), maturing in December 2028. Each note has a $1,000 stated principal amount and pays a quarterly contingent coupon of 3.4375% of principal (13.75% per annum) only if AMD’s closing price on the related valuation date is at or above 50% of the initial share price (the downside threshold). Missed coupons can be made up later if AMD recovers above the threshold.
The notes are auto-callable: if on any potential redemption date AMD’s price is at or above the initial share price, investors receive early redemption equal to $1,000 plus the applicable contingent coupon (including any previously unpaid coupons), and the notes terminate. If not called, and on the final valuation date AMD is at or above the downside threshold, investors receive $1,000 plus the final contingent coupon (with any unpaid coupons). If AMD finishes below the downside threshold, repayment is $1,000 plus $1,000 times the share return, exposing investors to full downside and possible total loss of principal, with no coupon at maturity. The securities will not be listed on any exchange. The estimated value on the pricing date is expected to be at least $918.50 per $1,000 note, and the underwriter receives fees of $22.50 per note.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering barrier securities linked to the Nikkei 225 Index maturing on January 9, 2029. Each security has a $1,000 stated principal amount, no coupons, and a leveraged payoff tied to index performance.
If the index rises, holders receive $1,000 plus 200% of the index gain, capped by a maximum return at maturity of at least $500 per security. If the index is flat or down but not below 85% of its initial level, investors receive $1,000 back. If the index closes below that 85% barrier on the valuation date, repayment falls 1-for-1 with the index loss and investors can lose their entire investment.
The securities pay no interest, provide no dividends, are unsecured obligations 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, with an underwriting fee of up to $25 and expected estimated value on the pricing date of at least $900 per security.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable barrier securities linked to the EURO STOXX 50® Index, maturing December 27, 2030. The notes may be automatically redeemed early if, on any annual valuation date before maturity, the index closes at or above its initial level, paying $1,000 plus a premium that steps up from 10% in 2026 to 40% in 2029.
If the notes are not redeemed early, payment at maturity depends on index performance. If the final index level is at or above the initial level, holders receive $1,000 plus the greater of a 30% premium or 100% of the index gain. If the index is below the initial level but at or above 75% of that level, holders receive only the $1,000 principal. If it falls below 75%, repayment is reduced 1‑for‑1 with the index loss, potentially down to zero. The securities are not listed, pay no dividends, include an underwriting fee of up to $23.50 per security, and have an estimated initial value of at least $915.50 per $1,000, reflecting structuring and hedging costs.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 autocallable barrier securities linked to the S&P 500® Index and scheduled to mature in December 2030.
The notes may be redeemed early if on a yearly valuation date the index closes at or above its initial level, paying $1,000 plus a fixed premium of 7.65%, 15.30%, 22.95% or 30.60%, depending on the year.
If held to maturity and not called, investors receive $1,000 plus the greater of a 25.00% premium or 100.00% of the index’s positive return; if the index is between 75.00% and 100.00% of its initial level they receive principal only, and below 75.00% they lose principal on a 1‑for‑1 basis.
The securities are not listed, pay no dividends, carry issuer and guarantor credit risk, have an estimated value of at least $914.00 per $1,000 and an underwriting fee of up to $23.50 per security, and involve complex risk and U.S. federal tax considerations.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term notes linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing November 26, 2027. The securities may pay a contingent coupon of at least 0.725% per quarter (at least 8.70% per year) if, on each valuation date, the worst performing index is at or above 70% of its initial level; otherwise no coupon is paid.
If the notes are not called and on the final valuation date the worst performing index is at or above 60% of its initial level, investors receive the $1,000 stated principal per security, plus any final coupon. If it is below 60%, principal is reduced in line with the index loss, up to a total loss of investment.
Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The notes will not be listed on any exchange, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated value on the pricing date expected to be at least $931.50 versus a $1,000 issue price, with an underwriting fee of up to $6.50 per security.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Step Down Trigger Autocallable Notes linked to the least performing of the S&P 500® Index, EURO STOXX 50® Index and Nasdaq‑100 Index®. Each note has a $10.00 stated principal amount, a term of about five years and may be automatically called quarterly starting one year after issuance.
If on any valuation date the least performing index is at or above its initial level (or at or above 75.00% of that level on the final valuation date), the notes are called and pay $10.00 plus a call return based on a fixed call return rate of 8.85% to 9.15% per annum, increasing over time. If the notes are never called and the least performing index finishes below its downside threshold, repayment at maturity is reduced in line with the index loss, down to zero, so investors can lose their entire investment. The notes pay no interest or dividends and all payments depend on the creditworthiness of the issuer and guarantor.
The issue price is $10.00 per note, with an underwriting discount of $0.25 and proceeds to the issuer of $9.75 per note. The issuer currently expects the estimated value on the trade date to be at least $9.435 per note, based on Citigroup Global Markets Inc.’s proprietary models.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable barrier securities linked to the EURO STOXX 50® Index, each with a stated principal amount of $1,000 and scheduled maturity on December 27, 2030.
The notes may be automatically redeemed early if, on specified annual valuation dates starting in 2026, the index closes at or above its initial value, paying back principal plus a premium of 10%, 20%, 30% or 40% of principal depending on the year. If held to maturity and not redeemed early, investors receive principal plus the greater of a 30% premium or 100% participation in index gains if the index is at or above its initial level.
If the final index level is below the initial but at or above 75% of the initial level, investors receive only the $1,000 principal. If it falls below that barrier, repayment is reduced 1‑for‑1 with index losses, potentially to zero. The issue price is $1,000 per note, with an underwriting fee of up to $23.50 and an estimated value on the pricing date expected to be at least $915.50 per security. The securities will not be listed on any exchange and pay no dividends.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 Autocallable Barrier Securities linked to the Russell 2000® Index with a scheduled maturity on December 27, 2030. The notes can be automatically redeemed early if, on any valuation date from December 24, 2026 through December 24, 2029, the index closes at or above its initial level, paying $1,000 plus a fixed premium of 9.15%, 18.30%, 27.45% or 36.60% of principal, depending on the year.
If held to the final valuation date on December 23, 2030 and not called, investors receive $1,000 plus the greater of a 25.00% premium or 100% of the index gain if the index is at or above its initial level, $1,000 if it is below the initial level but at or above 75.00% of that level, or $1,000 plus 1‑to‑1 index loss if it falls below the 75.00% barrier, which can result in very large losses. The notes are not listed, carry an underwriting fee of up to $23.50 per $1,000, and have an estimated value on the pricing date expected to be at least $912.00 per security, reflecting model-based pricing and issuer funding costs.
Citigroup Global Markets Holdings Inc. is offering £9,600,000.00 of principal-at-risk securities linked to the 7-year GBP SONIA ICE swap rate (SONIA CMS7), fully and unconditionally guaranteed by Citigroup Inc. Each note has a £1,000 stated principal amount, prices at 100% of par, and matures on March 18, 2026, with payment based on the SONIA CMS7 rate on the March 16, 2026 valuation date.
If SONIA CMS7 is at or above the 3.819% strike, investors receive the maximum payment of £1,240.04167 per note. If it is below the strike, the payoff decreases linearly using a 0.50% OTM strike width down to a minimum of £240.04167, so investors can lose up to about three-quarters of principal. The securities are unsecured senior debt of the issuer, will not be listed on any exchange, and an active secondary market is unlikely. CGMI acts as underwriter with no underwriting fee; the estimated value at pricing is £988.68 per note, below the £1,000 issue price.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering market-linked, auto-callable notes tied to MP Materials Corp. with a total public offering price of $610,000 ($1,000 per security). These unsecured notes pay no interest and may be automatically called on December 18, 2026 if MP’s stock is at or above the $53.26 starting value, returning principal plus a fixed 35.25% call premium.
If not called, the notes mature on December 20, 2028. At maturity, holders get 150% of MP’s stock gain if the ending value is above the starting value; full principal back if the ending value is between the starting value and the 60% threshold; and a loss matching MP’s decline if the stock finishes below that threshold, up to a 100% loss of principal. The estimated value on the pricing date is $896 per $1,000 note, below the public offering price. The notes will not be listed on an exchange and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Inc. is offering callable fixed-rate senior notes due December 19, 2040, paying 5.05% per year on a stated principal amount of $1,000 per note. Interest is paid semi-annually each June 19 and December 19 using a 30/360 day-count convention, and investors receive $1,000 per note plus accrued interest at maturity if the notes are not redeemed earlier.
Beginning December 19, 2028, Citigroup may redeem the notes at 100% of principal plus accrued interest on quarterly redemption dates. The notes are unsecured senior debt intended to qualify as TLAC-eligible, meaning losses in a Citigroup bankruptcy could be imposed on noteholders after shareholders and other creditors. A wholly owned subsidiary may assume the obligations, with Citigroup guaranteeing payments.
The notes are sold at $1,000 per note to most investors, with eligible institutional and fee-based accounts paying between $980 and $1,000 per note. Underwriter CGMI earns an underwriting fee of up to $20 per note and may engage in hedging that could affect secondary prices. The notes will not be listed on any exchange, and early resale may be difficult.
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 December 20, 2028. Each security has a stated principal amount of $1,000.
The notes pay a contingent coupon of 3.47% of principal per quarter (equivalent to 13.88% per year) only if AMD’s closing value on the relevant valuation date is at or above the coupon barrier of $103.79, which is 50.00% of the initial value of $207.58. Missed coupons can be paid later if the barrier is met on a subsequent date, but all coupons can be lost if AMD stays below the barrier.
If not called early and at maturity AMD’s final value is at or above the final barrier of $103.79, investors receive $1,000 plus any applicable final coupon. If AMD finishes below the barrier, repayment is $1,000 plus the underlying return, which can reduce the payout to zero. The notes are unsecured, subject to Citi credit risk, not listed on an exchange, have limited liquidity, and an estimated value of $967.00 per security, below the $1,000.00 issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured barrier securities linked to the MSCI EAFE® Index, due January 9, 2029. Each security has a $1,000 stated principal amount, pays no interest and does not guarantee principal repayment.
At maturity, if the index is above its initial value, investors receive $1,000 plus 200.00% of the index gain, capped by a maximum return that will be at least $300.00 per security (at least 30.00% of principal). If the index is flat or down but not below 85.00% of its initial level, investors receive $1,000. If the final index value is below 85.00% of the initial value, repayment is reduced 1-to-1 with the index loss, down to zero.
The securities will not be listed on an exchange and may have limited or no liquidity. The estimated value on the pricing date is expected to be at least $900.00 per security, below the $1,000 issue price, and CGMI will receive an underwriting fee of up to $25.00 per security. Investors bear the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. and will not receive dividends from the underlying index.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable contingent coupon equity-linked securities due December 24, 2030. The notes are linked to the worst-performing of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index and may pay monthly contingent coupons of at least 0.7583% (about 9.10% per year) if the worst-performing index is at or above 70% of its initial level on the relevant valuation date.
The securities can be automatically called as early as June 22, 2026 if the worst-performing index is at or above its initial level, in which case holders receive $1,000 plus the applicable coupon and no further payments. If the notes are not called and, on the final valuation date, the worst-performing index is below 70% of its initial level, the repayment of principal is reduced one-for-one with the index loss, potentially down to zero.
The notes are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., are not FDIC-insured, will not be listed on an exchange and may have limited or no liquidity. The estimated value on the pricing date is expected to be at least $932 per $1,000 security, reflecting structuring and hedging costs and the issuer’s internal funding rate.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable securities linked to the S&P 500® Index, each with a $1,000 stated principal amount and a total offering of $7,000,000. The notes run to December 20, 2029 unless called early.
The securities may be automatically redeemed on scheduled valuation dates if the index closing value is at or above the initial level of 6,901.00, paying back $1,000 plus a fixed premium that steps up over time, reaching 34.60% on the final valuation date. If not called and the final index level is at or above the barrier of 5,175.75 (75% of the initial level), investors receive $1,000 plus the final premium.
If the notes are not called and the final index level is below the barrier, repayment is $1,000 plus the index return, exposing investors to one-for-one losses and potentially a total loss of principal. The notes pay no interest, offer no dividends or upside beyond the fixed premiums, are not listed, and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The initial estimated value is $986.80 per note, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to Oracle Corporation stock, each with a $1,000 stated principal amount and scheduled to mature on December 20, 2028, unless called earlier.
The securities pay a contingent coupon of 1.425% per period (a 17.10% annual rate) only if Oracle’s closing value on the prior valuation date is at or above the coupon barrier of $120.198, which is also the final barrier, set at 65% of the initial value of $184.92. On specified potential autocall dates starting June 15, 2026, if Oracle’s value is at or above the initial value, the notes are automatically redeemed at $1,000 plus the coupon.
If not called and Oracle’s final value is at or above the barrier, investors receive $1,000 plus any final coupon; if it is below, repayment is $1,000 + ($1,000 × underlying return), exposing investors to losses up to a total loss of principal. The deal size is $554,000, with an issue price of $1,000 and estimated value of $955 per security, and the notes will not be listed on any exchange, with all payments subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Inc. is offering callable fixed rate notes due December 18, 2028 with a stated principal amount of $1,000 per note. The notes pay a fixed annual interest rate of 3.95%, with interest paid semi-annually on June 18 and December 18, starting June 18, 2026, using a 30/360 day-count convention.
Beginning on December 18, 2026, Citigroup may redeem the notes in whole, but not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are intended to qualify as eligible debt securities under the Federal Reserve’s TLAC rule, meaning that in a Citigroup bankruptcy, noteholders rank behind shareholders but among unsecured creditors and may not recover the full amount owed.
Citigroup may have a wholly owned subsidiary assume the obligations on the notes subject to conditions, with Citigroup guaranteeing payments. The notes will not be listed on any securities exchange. Citigroup Global Markets Inc., an affiliate, acts as underwriter and may receive an underwriting fee of up to $6.00 per note, with net proceeds used for general corporate purposes and related hedging.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the VanEck® Oil Services ETF (OIH), each with a stated principal of $1,000 and maturing on December 26, 2028, unless redeemed earlier. Investors may receive a contingent coupon of $27.50 per security each quarter, equal to 11.00% per annum, but only if on the related valuation date the ETF’s closing value is at or above the coupon barrier of $184.444, which is 65.00% of the initial value of $283.76.
At maturity, if not called, holders receive $1,000 per security if the final ETF value is at or above the final barrier of $141.880, which is 50.00% of the initial value. If the final value is below the final barrier, they receive a fixed number of ETF shares based on an equity ratio equal to $1,000 divided by the initial value, or, at the issuer’s option, the cash value of those shares, which could be significantly less than principal and possibly approach zero. Citigroup may redeem the securities on specified quarterly dates at $1,000 per security plus any due coupon. The securities are unsecured, will not be listed on an exchange, are exposed to risks of the oil services sector, and feature complex and uncertain U.S. tax treatment, including potential 30% withholding for some non-U.S. holders.
Citigroup Inc. is offering unsecured Callable Fixed Rate Notes due December 18, 2035, with a stated principal amount of $1,000 per note and a fixed annual interest rate of 4.75%. Interest is paid semi-annually on June 18 and December 18, starting June 18, 2026, using a 30/360 day count convention.
Beginning June 18, 2027, Citigroup may redeem the notes, in whole but not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest, so investors face reinvestment risk if the notes are called early. The notes are intended to qualify as TLAC-eligible debt, meaning that in a Citigroup bankruptcy losses would be borne by shareholders first and then by unsecured creditors, including holders of these notes.
A wholly owned subsidiary may assume Citigroup’s obligations under the notes, with Citigroup providing a full and unconditional guarantee, which may change the credit profile of the direct issuer. The notes will not be listed on any securities exchange, and Citigroup Global Markets Inc., an affiliate, acts as underwriter, earning up to $15 per note in underwriting fees, with issue prices generally between $985 and $1,000 per note.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the EURO STOXX 50® Index, the Russell 2000® Index and the S&P 500® Index, maturing on January 5, 2027. Each security has a stated principal amount of $1,000.
The notes pay a contingent coupon of at least 2.9375% per quarter (at least 11.75% per annum) only if, on each valuation date, the worst-performing index is at or above 90% of its initial level. The notes can be automatically called on specified 2026 valuation dates if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon.
If not called and the worst-performing index falls more than 10% below its initial level at final valuation, repayment of principal is reduced 1% for every 1% drop beyond the 10% buffer, potentially leading to significant loss. The securities are unsecured, not listed, and carry 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 $927.00 per $1,000 security, below the issue price.
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 indexes. Each $1,000 security can pay a quarterly contingent coupon of at least 2.275% (at least 9.10% per year) only if the worst-performing index on the relevant valuation date is at or above 75% of its initial level. The notes may be automatically called on set dates if the worst index is at or above its initial level, returning $1,000 plus the coupon. If not called and, at maturity in December 2028, the worst index is at or above 75% of its initial level, investors receive $1,000; otherwise, repayment is reduced 1% for each 1% decline in that index, down to zero. The securities are not listed, carry the credit risk of Citigroup entities, include an underwriting fee of up to $20 per $1,000 (proceeds of $980 to the issuer), and have an estimated initial value of at least $900.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities maturing January 5, 2027. Each $1,000 security can pay quarterly contingent coupons of at least 2.625% (at least 10.50% per annum) if the worst of the Nasdaq-100, Russell 2000 and S&P 500 is at or above 90% of its initial value on the relevant valuation date.
If the notes are not called and the worst index is at or above 90% of its initial level at final valuation, investors receive $1,000 plus any final coupon. If it has fallen by more than the 10% buffer, principal is reduced 1% for each 1% decline beyond that, potentially resulting in a large loss. The notes can be automatically redeemed early at $1,000 plus coupon if the worst index is at or above its initial value on specified autocall dates.
The securities are unsecured, not listed, and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The expected estimated value on the pricing date is at least $927.50 per $1,000 security, and CGMI may receive an underwriting fee of up to $12.50 per security. The risk factors highlight the possibility of no coupons, significant loss of principal, limited liquidity and uncertain tax treatment.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-per-security autocallable notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing in December 2035. The notes pay no interest and do not guarantee full principal repayment.
The securities can be automatically redeemed on scheduled valuation dates if the index closing value is at or above the initial level of 506.0575, paying $1,000 plus a fixed premium that starts at 19.20% in 2026 and rises to 192.00% by the final valuation date. If not called and the final index level is at or above the 60% barrier of 303.635, investors receive $1,000 plus the final premium; if it is below the barrier, the payoff is $1,000 plus $1,000 times the index return, exposing holders to losses up to their entire investment.
The underlying index is complex and risky, using up to 500% leveraged exposure to an S&P 500 futures excess return index, a 35% volatility target and a 6% annual decrement, all of which can cause it to significantly underperform the S&P 500. The notes 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 of $862.30 per $1,000 at pricing.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 autocalleable contingent coupon equity-linked securities due December 22, 2027, tied to the worst performing of Dell Technologies Inc., Pan American Silver Corp. and Sandisk Corporation.
The notes may pay a contingent coupon of at least 7.50% of principal per quarter (at least 30.00% per annum) on each coupon date if the worst performing stock on the prior valuation date is at or above 50.00% of its initial value. Missed coupons can be made up later if the condition is again satisfied.
Starting June 22, 2026, the notes are automatically called if, on certain valuation dates, the worst performing stock is at or above its initial value, paying $1,000 plus applicable coupons. If not called, and on the final valuation date the worst stock is at or above 50.00% of its initial value, investors receive $1,000; otherwise, repayment is $1,000 plus $1,000 times the worst stock’s return, which can result in a large loss or total loss of principal.
The securities are not listed, carry an underwriting fee of $40.00 per note, and have an estimated value on the pricing date expected to be at least $850.00.
Citigroup Global Markets Holdings Inc. is offering one-year Airbag Autocallable Contingent Yield Notes with a Memory Coupon feature linked to the common stock of Tesla, Inc., fully and unconditionally guaranteed by Citigroup Inc. The notes pay a contingent coupon at a rate of approximately 14.70% per annum, but only for months when Tesla’s closing price is at or above the coupon barrier of $269.43, which is 55% of the initial underlying price of $489.88. Missed coupons can be “remembered” and paid later if the barrier is met.
Beginning with the January 20, 2026 valuation date, the notes are automatically called if Tesla’s price is at or above the initial underlying price, repaying the $10,000 principal per note plus due coupons. If the notes are not called and Tesla’s final price on December 17, 2026 is at or above the conversion price of $269.43, investors receive full principal back plus any contingent coupons. If the final price is below the conversion price, investors receive a fixed share amount (37.11539 Tesla shares per note), which may be worth far less than principal and could be worthless. Citigroup estimates the value on the trade date at at least $9,865 per note, below the $10,000 issue price, and stresses that investors face both Tesla market risk and Citigroup credit risk.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Trigger Autocallable Notes linked to the S&P 500® Index (SPX) with a term of roughly two years, from a trade date of December 17, 2025 to a maturity date of December 21, 2027, unless called earlier.
The notes have a $10.00 stated principal amount and an automatic call feature: if on any quarterly valuation date beginning June 17, 2026 the index closing level is at or above the initial level, investors receive the call price, equal to $10.00 plus a call return based on a fixed 9.00% per annum rate. Call prices range from $10.45 on the first call date up to $11.80 on the final valuation date.
If the notes are never called and at maturity the index is below the initial level but at or above the downside threshold set at 80% of the initial level, investors receive only the $10.00 principal. If the index finishes below the downside threshold, repayment is reduced in proportion to the index decline and can fall to zero, meaning loss of the entire investment. The issue price is $10.00, the underwriting discount is $0.15 per note, and the issuer currently expects an estimated value of at least $9.68 per note on the trade date.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,067,000 of autocallable contingent coupon equity-linked securities tied to the worst performer of the iShares Silver Trust and the VanEck Gold Miners ETF, maturing on November 20, 2028.
The notes may pay monthly contingent coupons of 0.5833% of principal (about 7.00% per year) if the worst-performing ETF on each valuation date is at or above 65% of its initial value. Starting June 15, 2026, the notes are automatically called at par plus coupon if the worst performer is at or above its initial value on a potential autocall date.
At maturity, if not called and the worst performer is at or above 80% of its initial value, investors receive $1,000 per note; below that level, principal is reduced in line with losses beyond the 20% buffer. The notes are unsecured, not listed, have an initial estimated value of $931.90 per $1,000, and carry significant market, credit, commodity, ETF tracking and tax risks.
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 December 21, 2035. Each security has a $1,000 principal amount and may pay a contingent coupon of 2.70% of principal per quarter (a 10.80% annualized rate) only if, on the relevant valuation date, the index is at or above the coupon barrier.
The coupon barrier and final barrier are each set at 50% of the initial index level, or 253.029 based on an initial value of 506.0575. If the notes are not called and the final index level is at or above the final barrier, investors receive $1,000 plus any final coupon. If it is below the final barrier, repayment is $1,000 plus $1,000 × index return, which can be far below principal and as low as zero.
The notes can be automatically called on scheduled autocall dates if the index is at or above its initial level, in which case investors receive $1,000 plus the coupon and no further payments. The underlying index itself is complex and risky, using up to 500% leveraged exposure to S&P 500 futures, a 35% volatility target, and a 6% per annum decrement, all of which can materially drag performance and amplify losses relative to the S&P 500. The securities are unsecured, subject to the credit risk of Citigroup entities, will not be listed, may have limited liquidity, and have an estimated value of $863.30 per $1,000 at pricing, below the 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®, the Russell 2000® Index and the S&P 500® Index, maturing on June 21, 2027. The notes pay a contingent coupon of 0.7542% of the $1,000 principal (about 9.05% per year) on scheduled dates only if the worst-performing index on the prior valuation date is at or above 70% of its initial level. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon, limiting the period investors can earn coupons.
At maturity, if not called and the worst-performing index is at or above 60% of its initial level, investors receive $1,000 per note (plus any final coupon). If it is below 60%, repayment is reduced one-for-one with the index loss, up to a total loss of principal. The notes are not listed, have limited liquidity, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and have an estimated value on the pricing date of $987.40 per $1,000 issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to Advanced Micro Devices, Inc. (AMD), maturing December 20, 2028. Each security has a $1,000 stated principal amount and pays a 3.85% quarterly contingent coupon (an annualized 15.40%) only if AMD’s closing price on the prior valuation date is at or above the coupon barrier of $124.548, which is 60% of the $207.58 initial underlying value.
The notes can be automatically called on specified dates beginning June 15, 2026 if AMD’s price is at least the initial value, in which case holders receive $1,000 plus the due coupon and any unpaid coupons. If the notes are not called and AMD’s final value on December 15, 2028 is at or above the final barrier of $124.548, investors receive full principal back; if it is below, repayment is $1,000 plus $1,000 × underlying return, exposing investors to a loss of up to their entire investment.
The securities do not pay dividends or share in AMD’s upside, may have limited or no liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per note, including a $40 underwriting fee, while the estimated value on the pricing date is $955.70 per security, reflecting structuring, hedging costs and the issuer’s internal funding rate.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination unsecured notes linked to Tesla, Inc. stock. The notes pay a 4.30% quarterly contingent coupon (17.20% per annum) only if Tesla’s closing price on each valuation date is at or above the $285.186 coupon barrier, which is 60% of the $475.31 initial share price on December 15, 2025.
The notes can be autocalled on specified dates through 2028 if Tesla is at or above the initial price, in which case investors receive $1,000 plus the coupon and no further payments. If not called and Tesla finishes below the same 60% final barrier, maturity repayment is $1,000 plus the stock return, exposing investors to losses down to a total loss of principal. The issue price is $1,000 with estimated value of $948.20 per note, they are not exchange-listed, carry Citigroup credit risk, and have 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 Equity Linked Securities tied to NVIDIA Corporation, maturing on December 20, 2028. Each security has a $1,000 principal amount and may pay a quarterly contingent coupon of 3.025% (12.10% per annum) if Nvidia’s closing value on the relevant valuation date is at or above the coupon barrier of $105.774, which is 60% of the initial value of $176.29.
Beginning June 15, 2026, the notes are automatically called if Nvidia’s closing value on a potential autocall date is at or above the initial value, returning $1,000 plus the coupon. If the notes are not called and Nvidia’s final value on December 15, 2028 is at or above the final barrier of $105.774, investors receive $1,000 plus any final coupon. If the final value is below the barrier, repayment is reduced dollar-for-dollar with Nvidia’s decline, down to zero.
The securities do not participate in upside beyond coupons, pay no dividends, will not be listed on an exchange, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per security, including a $40 underwriting fee, while the estimated value on the pricing date is $946.70.
Citigroup Global Markets Holdings Inc., fully 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 December 22, 2028. Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 2.375% per quarter (at least 9.50% per annum, but only if, during the relevant observation period, the closing value of every index stays at or above 70% of its initial value.
If the notes are not called and at maturity the worst-performing index is at or above 65% of its initial value, holders receive $1,000 per security plus any final contingent coupon. If the worst-performing index is below this 65% final barrier, the repayment is reduced 1-for-1 with the index loss, potentially to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon, and the securities will not be listed, so liquidity may be limited. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated value on the pricing date is expected to be at least $922 per $1,000 security, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable equity-linked securities tied to the worst performer of the Nasdaq-100 Index® and the S&P 500® Index, with a scheduled maturity in June 2027.
The notes pay monthly coupons at a rate expected to be at least 0.6542% of principal (about 7.85% per year), but investors can lose some or all of their principal if, at maturity, the worst-performing index has fallen below 70% of its initial level. In that case, the repayment is reduced one-for-one with the index loss, potentially to zero (excluding the final coupon.
The notes may be automatically called early if, on specified observation dates starting in June 2026, the worst-performing index is at or above its initial level, in which case holders receive principal plus the applicable coupon and no further payments. The securities are not listed, may have limited liquidity, are subject to the credit risk of both issuers, and have an estimated value on the pricing date expected to be at least $939 per $1,000 issue price, reflecting fees, hedging costs and the issuer’s internal funding rate.
Citigroup Inc. is offering unsecured senior callable range accrual notes linked to the 10-year constant maturity Treasury (CMT) rate and scheduled to mature on December 19, 2035, unless redeemed earlier. Each note has a $1,000 stated principal amount and pays variable coupon interest at a contingent rate of 9.00% per annum only for days when the 10-year CMT rate is between 0.00% and 5.00%. Citigroup may redeem the notes in whole, but not in part, on any interest payment date on or after December 19, 2026 at 100% of principal plus accrued interest. The notes are intended to qualify as TLAC-eligible debt, are not insured by the FDIC, will not be listed on any securities exchange, and involve significant risks, including complex interest mechanics, potential for low or zero coupons, secondary market illiquidity and reliance on a Citigroup affiliate as calculation agent.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering long‑dated autocallable securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, maturing on December 29, 2033. Each security has a stated principal amount of $1,000 and pays no interest.
The notes can be automatically redeemed on scheduled valuation dates if the index closes at or above its initial level, returning $1,000 plus a fixed premium that starts at 16.25% of principal in December 2026 and steps up to 130.00% by December 23, 2033. If not called, and the final index value is at least 50.00% of its initial level, investors receive principal plus the final premium; if it is below that barrier, repayment is reduced 1% for every 1% index decline, down to possible total loss.
The underlying index is described as highly risky due to up to 500% leveraged futures exposure, an implicit financing cost and a 6% annual decrement, and the securities are unsecured, unlisted and subject to the credit risk of both the issuer and Citigroup Inc. The issue price is $1,000 per security, with an underwriting fee of up to $43.00 and indicative estimated value of at least $854.00 on the pricing date.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing $2,749,000 of market-linked senior notes due January 15, 2027, tied to the worst performer among Apple, Microsoft and NVIDIA. Each $1,000 security offers a contingent fixed return of 14% ($140) at maturity if the lowest-performing stock finishes at or above its threshold, set at 60% of its starting price.
If the lowest-performing stock ends below its threshold, investors are exposed 1-for-1 to that loss and can lose up to their entire principal. The notes pay no interest, do not pass through dividends, are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. They will not be listed on an exchange, and the estimated value at pricing is $961.50 per $1,000 note, below the public offering 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 Index®, the Russell 2000® Index and the S&P 500® Index, each with a stated principal amount of $1,000 and maturing on October 3, 2030, unless earlier redeemed. The notes may pay a contingent coupon of at least 0.75% per period (at least 9.00% per annum) on scheduled payment dates, but only if on the relevant valuation date the worst performing index is at or above 70% of its initial value.
If the notes are not called, principal repayment at maturity depends solely on the final level of the worst performing index. If that index is at or above 60% of its initial value on the final valuation date, investors receive $1,000 per note (plus any final contingent coupon if the 70% barrier is met). If it is below 60%, repayment is reduced one-for-one with the index loss, potentially resulting in a total loss of principal and no final coupon.
The issuer can call the notes in whole on specified dates, paying $1,000 plus any due coupon, which caps future income. The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not listed on any exchange, may have limited liquidity, and are expected on the pricing date to have an estimated value below the $1,000 issue price.