Citigroup Inc. 424B Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable floating rate notes due January 6, 2027 with a stated principal of $1,000 per note. At maturity, investors receive the full principal plus any accrued and unpaid interest.

The notes pay interest each period at daily compounded SOFR + 0.50%, subject to a minimum rate of 0.00% per year, with interest payments on March 9, June 9, September 9, 2026 and at maturity. Citigroup may redeem all notes on September 9, 2026 at 100% of principal plus accrued interest. The notes will not be listed on any securities exchange, so liquidity may be limited, and their value can be affected by SOFR levels, market rates, credit conditions and hedging by Citi affiliates.

The pricing supplement highlights risks around potential SOFR changes or discontinuation and the use of benchmark replacements, which could reduce interest and market value. U.S. counsel expects the notes to be treated as variable rate debt instruments for tax purposes, and the net proceeds will be used for general corporate purposes and related hedging. The notes are not bank deposits and are not insured by the FDIC or any government agency.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to NVIDIA Corporation, maturing January 22, 2027. Each $1,000 security pays a 1.0792% contingent coupon (about 12.95% per year) on scheduled dates only if NVIDIA’s closing value on the prior valuation date is at least 55% of its initial level. Beginning June 22, 2026, the notes are automatically called at $1,000 plus the coupon if NVIDIA is at or above its initial level on specified potential autocall dates.

If the notes are not called and NVIDIA ends below 55% of its initial level on the final valuation date, holders receive NVIDIA shares (or cash) worth less than $1,000, up to a total loss, and no final coupon. The securities are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any exchange, and may have limited or no liquidity. The issuer currently expects an estimated value of at least $936.50 per $1,000 security on the pricing date, below the issue price, and the U.S. tax treatment is complex, with possible 30% withholding on coupon payments for some non‑U.S. investors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable securities linked to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing December 7, 2029. The notes pay no interest and do not guarantee full principal unless index performance meets specific conditions.

The securities can be automatically redeemed on scheduled valuation dates starting December 7, 2026 if the worst-performing index is at or above its initial level, paying $1,000 plus a fixed premium that starts at 13.50% and steps up to 54.00% by the final valuation date. If not called, at maturity investors receive $1,000 plus the final premium if the worst-performing index is at or above its initial level, $1,000 if it is below the initial level but at or above 65% of that level, or $1,000 reduced 1‑for‑1 with the index loss if it finishes below 65%, which can mean a complete loss of principal.

The total offering size is $6,551,000, with an estimated value of $990.40 per $1,000 note on the pricing date. The securities will not be listed, may have limited or no liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable floating rate notes due January 6, 2027 in $1,000 denominations. The notes pay interest each period at compounded SOFR plus 0.50%, subject to a 0.00% minimum rate, with interest expected on March 9, June 9, September 9, 2026 and at maturity.

The issuer may redeem all notes at 100% of principal plus accrued interest on September 9, 2026. The notes will not be listed on any securities exchange and may have limited or no liquidity, so secondary market prices may be below the issue price. Net proceeds are for general corporate purposes and hedging, and affiliates may profit from hedging even if the notes lose value. Key risks include changes or discontinuation of SOFR, use of benchmark replacements, and methodological changes by the NY Federal Reserve that could reduce interest payments and note value.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing fixed to floating rate notes linked to SOFR and due on January 8, 2027. Each note has a stated principal amount of $1,000, with full principal due at maturity if held and not in default.

The notes pay a fixed interest rate of 4.10% per annum from issuance to but excluding March 9, 2026 (1.036% for the first short period). After that, interest resets each period to daily compounded SOFR + 0.15%, subject to a floor of 0.00% and a cap of 4.10% per annum, using an Actual/360 day count and quarterly payments.

The notes will not be listed on any securities exchange, so liquidity may be limited and sale prices uncertain. Key risks include potential changes, limitations or discontinuation of SOFR, the use of benchmark replacements that may not match SOFR economics, and pricing effects from issuer hedging and a temporary post-issuance price adjustment. For U.S. tax purposes, counsel expects the notes to be treated as debt and as “variable rate debt instruments.”

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering medium-term senior autocallable securities linked to an unequally weighted basket of six equity underlyings, scheduled to mature on January 9, 2029. The $1,000-denomination notes reference the EURO STOXX 50 (40%), FTSE 100 (20%), Nikkei 225 (20%), S&P/ASX 200 (7.5%), Swiss Market Index (7.5%) and iShares China Large-Cap ETF (5%).

The notes automatically redeem if, on any valuation date in 2027 or on January 4, 2029, the basket value is at least its initial level, paying $1,000 plus a premium of at least 9.25%, 18.50% or 27.75% of principal, depending on the date. If not called, and the final basket value is at or above the initial value, investors receive $1,000 plus the applicable premium; if it is lower, repayment equals $1,000 plus $1,000 times the basket return, exposing investors to 1‑for‑1 downside and possible total loss of principal.

The issue price is $1,000 per security, with an underwriting fee of up to $22.50 and per-security proceeds to the issuer of $977.50; the estimated value on the pricing date is expected to be at least $906, below the issue price. The securities will not be listed on any exchange, depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., pay no dividends on the underlyings, may be volatile in value, and involve complex U.S. tax considerations, including potential constructive ownership and Section 871(m) issues.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable contingent coupon equity-linked securities with a $1,000 principal amount per security, linked to the worst performer among the Nasdaq-100^® Technology Sector Index, the Energy Select Sector SPDR^® Fund and the VanEck^® Semiconductor ETF. The notes are scheduled to mature on November 16, 2027 unless called earlier.

Investors may receive quarterly contingent coupons of at least 0.875% of principal (at least 10.50% per annum) only if, on the relevant valuation date, the worst-performing underlying is at or above 70% of its initial value. The notes are automatically redeemed on specified dates if the worst-performing underlying is at or above its initial value, paying $1,000 plus the coupon.

If the notes are not called and on the final valuation date the worst-performing underlying is below 60% of its initial value, principal is reduced in line with that decline and can fall to zero. The securities will not be listed, 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 at least $907.50 per $1,000 issue price, after an underwriting fee of up to $22.25 per security.

Citigroup Global Markets Holdings Inc. is offering $3,000,000 of Contingent Income Auto-Callable Securities due December 8, 2027, linked to the worst performer between the common stock of BlackRock, Inc. and KKR & Co. Inc.

The notes pay a monthly contingent coupon of 1.3958% of the $1,000 stated principal amount (16.75% per annum) for each valuation date when the worst-performing stock closes at or above 70% of its initial share price, set at $1,079.87 for BlackRock (downside threshold $755.909) and $126.48 for KKR (downside threshold $88.536). If the worst performer is below its threshold on a valuation date, no coupon is paid for that month.

Beginning approximately three months after issuance, the notes are automatically redeemed at $1,000 per security plus the applicable coupon if, on a potential redemption date, the worst-performing stock is at or above its initial price; no further payments are then made. If not redeemed and, at maturity, the worst performer is below its downside threshold, repayment of principal is reduced one-for-one with its share decline, potentially to zero. The securities are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., will not be listed on any exchange, and had an estimated value on the pricing date of $976.70 per $1,000 security.

Citigroup Global Markets Holdings Inc. is issuing $12,000,000 in Airbag Autocallable Contingent Yield Notes linked to the Class A shares of Meta Platforms, Inc., fully and unconditionally guaranteed by Citigroup Inc. Each note has a $10,000 denomination and offers a contingent coupon at an annual rate of 15.30% if Meta’s closing price on a monthly valuation date is at or above the coupon barrier of $511.68, equal to 80% of the initial price of $639.60.

Beginning with the January 5, 2026 valuation date, the notes are automatically called if Meta’s price is at least the initial price, returning principal plus the due coupon and any unpaid past coupons under the memory feature. If the notes are not called and the final price on December 4, 2026 is at or above both the barrier and the conversion price of $511.68, investors receive full principal back plus all due coupons.

If the notes are not called and Meta’s final price is below the conversion price, holders receive a fixed share delivery amount of 19.54346 Meta shares per note, which may be worth far less than the $10,000 principal and could be worthless. The notes are unsecured, not listed on any exchange, do not pay Meta dividends, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities linked to Oracle Corporation, each with a $1,000 stated principal amount and maturing on December 20, 2028.

The notes may pay periodic contingent coupons of 1.4042% to 1.425% of principal (equivalent to about 16.85% to 17.10% per annum), but only if Oracle’s share price on the relevant valuation date is at or above a coupon barrier set at 65.00% of the initial share price. If on a potential autocall date Oracle closes at or above its initial level, the notes are automatically redeemed at $1,000 plus that period’s coupon, ending any further payments.

If the notes are not called and Oracle’s final share price is below the 65.00% final barrier, repayment of principal falls in line with Oracle’s decline and can drop to zero. Investors do not receive dividends or upside from Oracle shares, the notes will not be listed, the estimated value on the pricing date is expected to be at least $906.50 per $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. is offering $12,000,000 of Trigger Autocallable Contingent Yield Notes linked to the least performing of the S&P 500® Index and the Russell 2000® Index, fully and unconditionally guaranteed by Citigroup Inc. The notes pay a contingent coupon at an annual rate of 8.25% ($0.2063 per $10 note each quarter) only when the least performing index on a valuation date is at or above 60% of its initial level.

Beginning June 4, 2026, the notes are automatically called if the least performing index is at or above its initial level, returning the $10 principal per note plus that quarter’s coupon. If not called and, at maturity, the least performing index is at or above 60% of its initial level, investors receive principal plus the final coupon; otherwise repayment falls in line with the index’s loss, down to a total loss of principal.

The notes are unsecured, unsubordinated debt of Citigroup Global Markets Holdings Inc., are not bank deposits or FDIC-insured, and all payments depend on the creditworthiness of the issuer and guarantor. The estimated value at pricing is $9.919 per $10 note, and the documentation highlights complex U.S. tax treatment and potential 30% withholding on coupon payments for certain non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices, maturing December 7, 2028.

The notes have a stated principal of $1,000 and pay a contingent coupon of 0.85833% per month (about 10.30% per year) only if, on each valuation date, the worst performing index is at or above 70% of its initial level. If held to maturity and the worst index finishes at or above 60% of its initial level, investors receive $1,000 per note; below that level, repayment is reduced one-for-one with the index loss and can fall to zero.

Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon, limiting future income if markets are favorable. The $4,508,000 offering will not be listed on an exchange, carries full downside exposure to the worst index, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the initial estimated value is $993 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured autocallable securities linked to the worst performer of the Nasdaq-100 Index, the Russell 2000 Index and the S&P 500 Index, with a $1,000.00 stated principal amount per security and a total offering of $1,094,000.00.

The notes pay no interest and do not guarantee repayment of principal. On scheduled valuation dates from 2026 through 2030, if the worst performing index is at or above its initial level, the notes are automatically redeemed for $1,000 plus a fixed premium that starts at 9.15% of principal and steps up on each later date to 45.75% on the final valuation date. If not called, maturity payments depend on the worst index: investors receive $1,000 plus the final premium if it is at or above its initial level, $1,000 if it is between 70% and 100% of its initial level, or a loss matching the percentage decline from its initial level if it finishes below 70%.

The securities will not be listed on any exchange, may have limited or no liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is $957.10 per security, below the $1,000.00 issue price due to selling, structuring and hedging costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering UPS-linked “Upturn Securities,” which are medium-term senior notes maturing on March 16, 2027. Each $1,000 security is linked to United Parcel Service, Inc. Class B shares. If the UPS closing value on the March 11, 2027 valuation date is above its initial level, holders receive $1,000 plus a leveraged return equal to 500.00% of the stock’s gain, capped by a maximum return at maturity between $350.00 and $380.00 per security (35.00%–38.00% of principal).

If UPS finishes at or below its initial value, investors receive a fixed number of UPS shares per security (or, at Citigroup’s election, the equivalent cash), so principal moves one-for-one with the downside and can be completely lost. The securities pay no dividends, will not be listed on an exchange and may have limited liquidity. The issue price is $1,000.00 per security, including a $25.00 underwriting fee, providing $975.00 in proceeds to the issuer, and the estimated value on the pricing date is expected to be at least $905.50 per security, below the issue price. Counsel currently expects these securities to be treated as prepaid forward contracts for U.S. federal income tax purposes, but that treatment is not certain and could change.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term “buffer securities” linked to the S&P 500® Index and maturing on June 23, 2027. Each security has a stated principal amount of $1,000, pays no interest and returns at maturity depend entirely on index performance between the December 17, 2025 pricing date and the June 17, 2027 valuation date.

Holders participate in any index gain through a 100.00% upside participation rate, but total payoff is capped at the stated principal plus a maximum return at maturity of at least $120.00 per security (at least 12.00% of principal. A 20.00% buffer protects against moderate losses: if the index is down by 20.00% or less, investors receive $1,000; below that level, principal is reduced 1% for each additional 1% decline.

The notes will not be listed on any exchange, may have limited or no liquidity and are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000.00 per security, while the estimated value on the pricing date is expected to be at least $929.50, reflecting underwriting fees, hedging costs and the issuer’s internal funding rate. The U.S. federal tax treatment is uncertain, and the documents describe possible alternative characterizations, including treatment as debt instruments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured equity-linked notes tied to the worst performer of the EURO STOXX 50®, Russell 2000® and S&P 500® indices, maturing December 15, 2028. The notes pay a quarterly contingent coupon of at least 2.1625% of the $1,000 principal (at least 8.65% per year) only if, on every trading day in the observation period, each index stays at or above 70% of its initial level.

Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. If held to maturity and not called, investors receive $1,000 per note only if the worst-performing index is at or above 60% of its initial level; otherwise, repayment is reduced one-for-one with the decline in that index, potentially to zero, and no final coupon is paid. The notes pay no dividends, offer no upside participation in any index, carry full issuer and guarantor credit risk, are not exchange-listed, and may have limited liquidity. The expected initial estimated value is at least $906.50 per $1,000 note, below the issue price, reflecting selling and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior Autocallable Contingent Coupon Market-Linked Notes linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement Index ER, maturing on December 31, 2035.

Each note has a stated principal amount of $1,000 and pays a monthly contingent coupon of 0.7833% of principal (about 9.40% per annum) only if, on the preceding valuation date, the index is at or above a coupon barrier set at 75% of its initial level. If the index is below this barrier, no coupon is paid for that month.

Starting in late 2028, the notes are subject to automatic early redemption on scheduled potential autocall dates if the index closes at or above its initial level, in which case investors receive $1,000 plus the applicable coupon and the notes terminate. If never called and held to maturity, investors receive principal plus any final coupon.

The issuer expects the notes’ estimated value on the pricing date to be at least $850 per note, below the issue price, and the notes will not be listed on any securities exchange. The underlying index is a leveraged, volatility-targeted, 6% decrement strategy tied to Nasdaq-100 futures and has a limited live track record; it may significantly underperform the Nasdaq-100 Index, and the notes carry substantial complexity and risk.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable dual directional barrier securities linked to the S&P 500 Futures Excess Return Index, each with a $1,000 stated principal amount and scheduled to mature on December 10, 2030.

The notes may be automatically redeemed on the December 8, 2026 valuation date if the index is at or above its initial value, paying $1,000 plus a premium that will be set on the pricing date and is illustrated at $90 (9%) in the example. If held to maturity and not called, investors get enhanced upside with a 120% upside participation rate, and for moderate declines they receive a positive “absolute return” as long as the index stays at or above 70% of its initial level.

If the index finishes below the 70% barrier, repayment is reduced one-for-one with the index loss and can fall to zero, meaning a complete loss of principal is possible. The notes will not be listed on any exchange, carry an underwriting fee of up to $41.25 per note, and have an estimated initial value of at least $885.50, reflecting hedging and structuring costs. The product is complex, exposes investors to the futures-based index’s financing drag, and involves specific U.S. tax and withholding considerations.

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 Tesla, Inc. The one-year notes pay a 1.325% monthly contingent coupon (15.90% per annum) only if Tesla’s share price on each valuation date is at or above a downside threshold set at 60% of the initial share price, with missed coupons potentially paid later if the threshold is subsequently met.

The notes may be automatically redeemed on monthly potential redemption dates if Tesla’s share price is at or above the initial share price, returning principal plus the applicable coupon. If held to maturity and Tesla’s final share price is at or above the downside threshold, investors receive principal plus the final coupon. If the final share price is below the downside threshold, repayment is reduced on a leveraged basis using a 40% buffer amount and a buffer rate of approximately 166.667%, and investors can lose some or all of their principal and any unpaid coupons. The securities will not be listed on an exchange, and their estimated value on the pricing date is expected to be below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Phoenix Securities linked to the common stock of Freeport-McMoRan Inc. (FCX) and maturing in December 2026. Each $1,000 security pays a 1.2167% contingent monthly coupon only if the FCX share price on the relevant valuation date is at or above a coupon barrier set at 75% of the initial share price, with missed coupons potentially paid later if the barrier is met on a subsequent date.

The notes are automatically redeemed early for $1,000 plus the applicable coupon if FCX closes at or above its initial price on any interim valuation date. If not redeemed, at maturity investors receive $1,000 plus any due coupon if the final price is at or above a final barrier at 75% of the initial price; otherwise the payoff is reduced using a 25% buffer and a buffer rate of approximately 133.333%, which can lead to substantial loss, including a total loss of principal. The securities are not listed, carry underwriting fees of $1.00 per $1,000, and have an expected estimated value of at least $945.00 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable floating rate notes due January 4, 2027, in $1,000 denominations. The notes pay interest each period at compounded SOFR plus a 0.50% spread, subject to a 0.00% minimum rate, with interest paid on March 4, June 4, September 4, 2026 and at maturity.

The issuer may redeem the notes early at 100% of principal plus accrued interest on September 4, 2026. The notes are not listed on any securities exchange and may have limited or no liquidity. SOFR and any successor benchmark may be changed, discontinued or replaced, which could reduce interest payments and note value.

Citigroup and its affiliates may hedge their obligations using derivatives and may profit from these activities. The notes are treated as variable rate debt instruments for U.S. federal income tax purposes, with stated interest taxable as ordinary income to U.S. Holders.

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 EURO STOXX 50®, Nasdaq-100® and S&P 500® indices, maturing on January 12, 2029. Each security has a $1,000 stated principal amount and may pay a quarterly contingent coupon of 2.70% of principal (an annualized 10.80%) only if, on the relevant valuation date, the worst-performing index is at or above 75% of its initial level.

If the notes are not called and, on the final valuation date, the worst-performing index is at or above 75% of its initial level, holders receive $1,000 plus any final coupon. If it is below 75%, repayment is reduced one-for-one with the index loss, potentially down to zero. Citigroup may redeem the notes early at par plus any due coupon on specified dates, capping future income. The securities are not listed, carry Citigroup credit risk, have an estimated initial value of at least $932.50 per $1,000, and involve complex market, correlation, liquidity and tax risks, including possible 30% withholding on coupons for some non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing on December 13, 2028.

Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 0.6933% per month (about 8.32% per year when, on the relevant valuation date, the worst-performing index is at or above 75% of its initial level. Missed coupons can be paid later if this condition is later met, but can be lost entirely.

At maturity, if not called and the worst-performing index closes at or above 57.5% of its initial value, investors receive the full $1,000; otherwise, repayment is reduced one-for-one with the index loss, potentially down to zero. The notes are callable by the issuer on specified dates, will not be listed on an exchange, and initially are expected to have an estimated value of at least $931 per $1,000, after factoring in an underwriting fee of up to $8 per security.

Citigroup Global Markets Holdings Inc. (C), guaranteed by Citigroup Inc., is offering unsecured notes linked to the S&P 500® Index with a stated principal amount of $1,000 per security, maturing on May 30, 2028.

At maturity, if the index ending value is at or above the starting value of 6,705.12, investors receive $1,000 plus a contingent fixed return of 18.30%, capped at $1,183 per security. If the index falls but stays at or above the threshold value of 6,034.608 (a 10% buffer), principal is returned. Below the threshold, principal is reduced 1-for-1 beyond the 10% buffer, with up to 90% loss of principal.

The notes pay no interest, do not provide dividends or index rights, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The public offering price is $1,000, while the estimated value on the pricing date is $955.70 per security, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The notes will not be listed, and any secondary market may be limited.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue autocallable Phoenix medium-term senior notes linked to the S&P 500® Index, maturing in January 2027. Each note has a $1,000 stated principal amount and offers a contingent coupon of at least 2.0875% per period if the index is at or above a coupon barrier set at 90% of the initial index level. Missed coupons can be “caught up” later if the barrier is met.

The notes are automatically redeemed early if, on any interim valuation date, the S&P 500 closes at or above its initial level, paying $1,000 plus the applicable contingent coupon. If held to maturity and not called, investors receive $1,000 plus the final coupon if the index is at or above a final barrier also at 90% of the initial level. Below that barrier, principal is exposed to losses beyond a 10% buffer using a buffer rate of approximately 111.111%, and repayment can fall to zero.

The securities will not be listed on any exchange. CGMI acts as underwriter and expects an estimated value of at least $933 per note on the pricing date, below the $1,000 issue price. The product carries complex market, credit and tax risks, including potential 30% withholding on coupon payments to certain non‑U.S. investors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Contingent Coupon Equity Linked Securities tied to Advanced Micro Devices, Inc. (AMD) with a total issue size of $650,000 and a stated principal of $1,000 per note.

The notes pay a contingent coupon of $50.375 per period (a 20.15% annual rate) only if AMD’s closing price on the relevant valuation date is at or above the coupon barrier of $123.678, equal to 60.00% of the initial value of $206.13. Missed coupons can be paid later if the barrier is met, but can be lost entirely. The notes may be automatically called on specified dates if AMD is at or above the initial value, returning principal plus the applicable coupon and ending future payments.

If not called, maturity payment depends on AMD on the final valuation date. If AMD is at or above the final barrier of $123.678, investors receive principal back (plus any final coupon). If it is below, repayment is $1,000 plus $1,000 times AMD’s return, which can reduce principal to zero. The notes are not listed, carry credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have an estimated value of $974.70 per note below the $1,000 issue price, and involve complex risk and tax considerations.

Citigroup Global Markets Holdings Inc. is issuing $607,000 of unsecured Market Linked Notes, fully and unconditionally guaranteed by Citigroup Inc. These medium-term senior notes, in $1,000 denominations, mature on May 30, 2029 and pay no periodic interest. Instead, the payoff depends on a 50%/50% basket of the EURO STOXX 50® Index and the S&P 500® Index.

At maturity, investors receive at least the $1,000 principal per note, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If the basket ending value is above its starting value, the notes pay 100% of the basket’s percentage gain, capped at a maximum return of 20.45%, so the maturity amount cannot exceed $1,204.50 per note. The public offering price is $1,000 per note, while the estimated value on the pricing date is $950.20, reflecting selling, structuring and hedging costs. The notes will not be listed on any exchange and may have limited or no liquidity before maturity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Equity Linked Securities tied to Oracle Corporation (ORCL), with a stated principal of $1,000 per security and total proceeds to the issuer of $2,574,475 on a $2,650,000 issue. The notes pay a fixed coupon of 2.8075% per quarter of principal (an annual rate of 11.23%), but investors give up dividends and any upside in Oracle’s share price.

The securities may be automatically redeemed on specified dates from November 2026 through August 2028 if Oracle’s closing value is at or above the initial level of $197.03, returning $1,000 plus the coupon. If not called, principal repayment at maturity in November 2028 depends on Oracle’s final price versus a barrier of $118.218 (60% of the initial value). A finish below this barrier causes a 1-for-1 loss with Oracle’s decline, down to a total loss of principal (excluding the final 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 have little or no liquidity. The estimated value on the pricing date is $955.20 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs and the use of an internal funding rate. The filing also highlights complex and uncertain U.S. tax treatment, especially for Non-U.S. Holders.

Citigroup Inc. is offering callable fixed rate notes due November 28, 2028. Each note has a stated principal amount of $1,000 and pays a fixed interest rate of 4.00% per year, with interest paid semi-annually on May 28 and November 28, starting May 28, 2026, using a 30/360 day-count convention.

Beginning November 28, 2026, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates. The notes are not listed on any securities exchange. For most investors the issue price is $1,000 per note, while eligible institutional and fee-based advisory accounts may pay between $994 and $1,000 per note. Citigroup Global Markets Inc. receives an underwriting fee of up to $6.00 per note.

The notes are intended to qualify as TLAC-eligible instruments, meaning losses in a Citigroup bankruptcy would be borne by shareholders first and then unsecured creditors, including holders of these notes. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup guaranteeing payments, which can affect default rights and tax treatment. The notes are treated as fixed rate debt without original issue discount for U.S. federal income tax purposes.

Citigroup Inc. is offering callable fixed rate notes due November 28, 2035, in $1,000 denominations. The notes pay a fixed interest rate of 4.90% per year, with interest paid semi-annually on May 28 and November 28, beginning May 28, 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 the 28th day of February, May, August and November starting in May 2027. The notes are not listed on any securities exchange, and Citigroup Global Markets Inc., acting as underwriter and affiliate, receives an underwriting fee of up to $15.00 per note, with an issue price generally at $1,000 per note (or between $985.00 and $1,000 per note for certain institutional and fee-based accounts).

The notes are intended to qualify as TLAC-eligible debt, meaning that in a Citigroup Inc. bankruptcy losses would be imposed on shareholders first and then on unsecured creditors, including holders of these notes. A wholly owned subsidiary may assume Citigroup’s obligations under the notes subject to conditions, after which certain Citigroup bankruptcy or covenant events would not trigger default. Citigroup and its affiliates may engage in hedging and may profit from these activities, and CGMI may temporarily support secondary market prices for about six months after issuance.

Citigroup Inc. is offering callable fixed rate notes maturing on November 28, 2045 with a stated principal amount of $1,000 per note. The notes pay a fixed annual interest rate of 5.30%, with interest paid semi-annually on May 28 and November 28, starting May 28, 2026, calculated on a 30/360 day-count basis.

Beginning November 28, 2030, Citigroup may redeem the notes at its option, 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 TLAC-eligible debt, meaning that in a Citigroup bankruptcy, losses would be borne by shareholders and then unsecured creditors, including these 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 will not be listed on any securities exchange. The issue price is generally $1,000 per note, with eligible institutional and fee-based advisory investors paying between $980 and $1,000 per note. Citigroup Global Markets Inc. acts as underwriter and may receive an underwriting fee of up to $20 per note, and its expected hedging profits create a temporary upward adjustment in secondary prices for about six months after issuance.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Step Down Trigger Autocallable Notes linked to the KraneShares CSI China Internet ETF (KWEB). The notes have a $10.00 stated principal amount, aggregate proceeds of $2,892,500.00, and a fixed call return rate of 15.60% per annum. They may be automatically called quarterly if KWEB’s closing price is at or above the initial price of $37.74, or at or above the downside threshold of $30.19 (80% of the initial price) on the final valuation date, paying call prices up to $13.12 at maturity.

If the notes are not called and KWEB finishes below the downside threshold on the final valuation date, repayment is reduced dollar-for-dollar with the decline in KWEB, potentially to zero, so investors can lose their entire investment. The notes pay no interest, do not pass through ETF dividends, will not be listed on an exchange, and have an initial estimated value of $9.582 per note, below the issue price. All payments depend on the creditworthiness of the issuer and guarantor.

Citigroup Inc. (C) is offering callable fixed rate senior notes due November 28, 2040, in denominations of $1,000 per note. The notes pay a fixed interest rate of 5.125% per annum, with interest paid semi-annually on May 28 and November 28, starting May 28, 2026, using a 30/360 day-count convention. At maturity, holders receive $1,000 per note plus any accrued and unpaid interest, unless the notes are redeemed earlier.

Beginning on November 28, 2030, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates. The notes are intended to qualify as TLAC-eligible, meaning losses in a Citigroup Inc. bankruptcy would be borne by shareholders first and then unsecured creditors, including noteholders. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup guaranteeing payments, and events of bankruptcy at Citigroup alone would not trigger default if a successor issuer has assumed the notes. The notes will not be listed on any exchange, and CGMI will act as underwriter, earning up to $20 per note in underwriting fees.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Phoenix Securities linked to the Invesco QQQ Trust (QQQ), in $1,000 denominations, maturing in December 2026. The notes pay a contingent coupon of 1.0334% of principal on each monthly observation date only if QQQ’s price is at or above a coupon barrier of $517.557, equal to 85.00% of the $608.89 initial share price. Missed coupons can be paid later if the barrier is subsequently met, but are lost entirely if the barrier is never met again.

The notes are automatically redeemed early at $1,000 plus the applicable coupon if, on any interim valuation date, QQQ’s closing price is at or above the initial share price. If held to maturity and not called, full principal is repaid only if the final share price is at or above the same 85.00% barrier; below that level, repayment is reduced according to a formula with a 15.00% buffer and losses increase as QQQ falls, potentially to zero. The securities will not be listed on an exchange, have an estimated value on the pricing date below the $1,000 issue price, involve complex U.S. tax treatment (including possible 30% withholding for some non-U.S. investors), and are described as suitable only for investors able to understand and bear these risks.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable medium‑term senior notes linked to the worst performer of the S&P 500® Index and the Russell 2000® Index, maturing in December 2028. Each security has a $1,000 stated principal amount and may be automatically redeemed early if, on the first valuation date in December 2026, the worst performing index is at or above its initial level, in which case investors receive $1,100 per security (a 10% premium). If held to the final valuation date in December 2028 and the worst performer is at or above its initial level, the payment is $1,350 per security (a 35% premium).

If the worst performing index is below its initial level but at or above 80% of that level on the final valuation date, investors receive only the $1,000 principal. If it falls below 80%, repayment is reduced one‑for‑one with the index loss, down to zero in extreme declines. The notes do not pay dividends, will not be listed on any exchange, carry an underwriting fee of up to $32 per security, and have an estimated value on the pricing date expected to be at least $895 per security, reflecting model-based pricing and issuer funding costs. U.S. tax treatment is uncertain and based on counsel’s view that the notes are prepaid forward contracts.

Citigroup Global Markets Holdings Inc. is offering $852,000 of unsecured S&P 500®-linked notes, fully and unconditionally guaranteed by Citigroup Inc. Each note has a $1,000 principal amount, 100% participation in S&P 500® upside, and a maximum return of 20%, so the most an investor can receive at maturity is $1,200 per note.

The notes pay no interest and return principal at maturity only; if the index is flat or down on the calculation day, investors simply receive $1,000 per note, before inflation or opportunity cost. The public offering price is $1,000, while the estimated value is $942.40 per note, reflecting selling, structuring and hedging costs and use of the issuer’s internal funding rate. 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.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable equity-linked securities tied to MP Materials Corp. Each security has a $1,000 stated principal amount, a maturity date of November 28, 2028, and pays a quarterly coupon of 3.015% (equivalent to 12.06% per year), as long as the note has not been redeemed early.

The notes can be automatically called on specified dates starting May 22, 2026 if MP’s closing share price is at or above the initial value of $58.21. In that case, investors receive $1,000 plus the coupon and the investment ends early, limiting further coupon receipts. If held to maturity and not called, investors receive full principal back if MP’s final share price is at or above the barrier of $29.105 (50% of the initial value.

If the final share price is below the barrier, the maturity payment is $1,000 + ($1,000 × underlying return), exposing investors to the full downside of MP shares and potentially reducing the payment to zero (excluding the final coupon). The notes do not provide any upside participation or dividends. They are not listed, may have limited liquidity, and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The total issue size is $4,122,000, with an estimated value of $934.90 per note on the pricing date.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured market-linked notes tied to the Nasdaq-100 Index® in $1,000 denominations, for a total public offering of $530,000. The notes mature on November 29, 2029 and repay principal at maturity, plus any upside based on index performance, subject to a 21.00% maximum return, so the payout cannot exceed $1,210 per note.

The participation rate is 100%, but investors only earn a positive return if the index ending value exceeds the starting value of 24,873.85 on the calculation day. The notes pay no interest or dividends and do not provide any rights in the underlying securities. The estimated value on the pricing date is $939.90 per note, below the $1,000 public offering price, reflecting selling, structuring and hedging costs and Citigroup’s internal funding rate.

The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any exchange and may have limited or no secondary market, potentially resulting in sale prices below principal. U.S. holders are generally taxed under contingent payment debt instrument rules, recognizing interest income annually based on a 4.147% comparable yield and a projected maturity payment of $1,178.637 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 Russell 2000® Index and the S&P 500® Index, maturing on November 29, 2029. Each security has a $1,000 principal amount and pays a quarterly contingent coupon of 2.0925% (annualized 8.37%) only if, on the relevant valuation date, the worst performing index closes at or above 75% of its initial value. If on any autocall date the worst performer is at or above its initial level, the note is automatically redeemed for $1,000 plus that coupon.

If the notes are not called and on the final valuation date the worst performer is below its 75% barrier, principal is reduced one-for-one with that index’s loss, and repayment can fall to zero. Investors do not receive dividends or upside from either index and face the credit risk of both issuing entities. The notes are not listed, may be illiquid, carry an underwriting fee of $25 per $1,000, and have an initial estimated value of $969.40 per security, reflecting structuring and hedging costs. Tax treatment is complex and described as akin to prepaid forward contracts with taxable coupon income.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing market-linked Medium-Term Senior Notes tied to the SPDR® Gold Trust (GLD) with a total public offering of $2,368,000 ($1,000 per note). The notes pay no interest and return principal at maturity on November 29, 2029, subject to Citigroup credit risk.

At maturity, holders receive $1,000 plus 100% of any GLD price increase from the $380.20 starting value, capped at a 30.00% maximum return ($1,300 per note). If GLD ends at or below the starting value, only principal is repaid, with no upside.

The estimated value on the pricing date is $943.30 per note, below the $1,000 offering price, reflecting selling, structuring and hedging costs and Citigroup’s internal funding rate. The notes will not be listed on an exchange, may have limited liquidity, and are exposed to gold price volatility, SPDR Gold Trust tracking and operational risks, and complex U.S. tax treatment as contingent payment debt instruments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured buffer securities linked to the iShares MSCI Emerging Markets ETF. Each security has a $1,000 principal amount, pays no interest and does not guarantee a full return of principal.

At maturity on December 30, 2026, if the ETF is above its initial value of $53.85, investors receive $1,000 plus 200% of the ETF’s gain, capped by a maximum return of $126.50 (12.65%). If the ETF is flat or down by up to the 15.00% buffer, investors receive $1,000. If it falls more than 15.00%, repayment is reduced dollar-for-dollar beyond that buffer, and a significant loss of principal is possible.

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. The initial estimated value is $988.80 per security, below the issue price, and the U.S. tax treatment is complex and uncertain.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, autocallable securities linked 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 no interest payments, with an aggregate offering of $500,000.

On scheduled valuation dates from November 2026 to November 2030, the notes are automatically redeemed at a premium if the worst performing index is at or above its initial level, with premiums ranging from 10.50% to 52.50% of principal. If not called, at maturity investors receive $1,000 plus the final premium if the worst index is at or above its initial level, $1,000 if it is below the initial level but at or above 70% of that level, and otherwise suffer a 1‑for‑1 loss matching the index decline, potentially losing their entire investment.

The notes do not pay dividends, are not listed, and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per note versus an estimated value of $957.50, reflecting structuring, hedging costs and dealer compensation.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured autocallable barrier securities linked to the S&P 500 Index, with a stated principal amount of $1,000 per security and no interest payments.

The notes may be automatically redeemed on scheduled valuation dates from November 24, 2026 through November 29, 2030 if the index is at or above the initial level of 6,765.88, paying $1,000 plus a fixed premium that steps up from 8.60% to 34.40%.

If not called, at maturity in December 2030 investors receive either $1,000 plus the greater of a 25.00% premium or 100% participation in index gains, $1,000 if the index is down but above the barrier of 5,074.41 (75% of the initial level), or a loss matching the index decline if it finishes below the barrier, up to a total loss of principal.

The securities will not be listed, are subject to the credit risk of both issuers, and their initial estimated value of $971.40 per security is below the $1,000 issue price due to embedded costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable barrier securities linked to the Russell 2000® Index with a stated principal amount of $1,000 per security, maturing December 4, 2030.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates starting in 2026 if the index closes at or above the initial level of 2,465.979, in which case investors receive $1,000 plus a fixed premium of 10.60%, 21.20%, 31.80% or 42.40%, depending on the year. If held to maturity and not called, investors get $1,000 plus the greater of a 25.00% premium or 100% participation in index gains if the index finishes at or above the initial level.

If the final index level is below the initial but at or above the barrier of 1,849.484 (75% of initial), principal is merely returned. Below the barrier, losses are 1‑for‑1 with index decline, up to total loss of principal. The securities are not listed, carry the credit risk of Citigroup entities, and were issued at $1,000 with an estimated value of $972.70, reflecting embedded fees, funding costs and hedging profit.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured structured notes linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing on November 29, 2030. Each security has a $1,000 stated principal amount, with total proceeds to the issuer of $1,033,664 after underwriting fees on a $1,042,000 offering.

The notes pay a contingent coupon of 0.7292% per month (about 8.75% per year) only if, on the relevant valuation date, the worst performing index is at or above 70% of its initial level. Missed coupons can be paid later if the barrier is met, but may be lost entirely. The notes may be automatically called on specified dates if the worst performer is at or above its initial level, returning $1,000 plus the coupon.

If not called and, on the final valuation date, the worst performing index is below 70% of its initial level, principal is reduced one-for-one with the index loss, down to zero. The securities 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 of $982.10 per security, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering buffer securities linked to the iShares MSCI EAFE ETF (EFA), maturing on December 30, 2026. Each security has a $1,000 stated principal amount and pays no interest or dividends. At maturity, if the ETF has risen, holders receive $1,000 plus 200% of the ETF’s price gain, capped by a maximum return of $112 per security (total payout up to $1,112).

If the ETF has fallen but by no more than the 15% buffer (down to 85% of the initial value), investors receive back $1,000. Below that buffer, principal is reduced 1% for each 1% additional loss in the ETF. The securities are unsecured and subject to the credit risk of both issuers, will not be listed on an exchange, and may have limited liquidity. The estimated value on the pricing date is $986.50 per security, less than the issue price, and the U.S. tax treatment is complex and uncertain.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured autocallable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing on November 30, 2027. Each $1,000 security pays a contingent coupon of 0.9208% per month (about 11.05% per year) only if, on the relevant 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.

Beginning with the November 24, 2026 valuation date, the notes are automatically called if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon, which may cap total income. If the notes are not called and, on the final valuation date, the worst-performing index is below 70% of its initial level, repayment of principal is reduced one-for-one with the index loss, down to zero. The notes are not listed, may have limited liquidity, are subject to the credit risk of both issuers, and are initially valued at $998.70 per $1,000 issue price due to embedded costs and dealer margins.

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 on December 3, 2030. The notes pay no interest and do not guarantee principal repayment.

The securities may be automatically redeemed if, on any non-final valuation date from November 2026 to November 2029, the index closes at or above the initial level of 5,573.91, triggering cash repayment of $1,000 plus a premium of 10.80% to 43.20% of principal. If held to maturity and not called, investors receive $1,000 plus the greater of a 30.00% premium or 100% participation in index gains when the final index level is at or above the initial level, full principal if the index is below the initial but at or above the 75.00% barrier of 4,180.433, and 1-to-1 downside exposure below the barrier.

The issue price is $1,000 per note, with an underwriting fee of up to $23.50 and estimated value of $968.20. Key risks include potential total loss of principal, no dividends or voting rights, limited or no secondary market, credit risk of both issuers, sensitivity to index volatility and non-U.S. market risks, and complex, uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable barrier securities linked to the EURO STOXX 50® Index with a stated principal of $1,000 per security, maturing on November 29, 2028. The initial index value is 5,528.67 and the final barrier is set at 3,870.069, equal to 70.00% of the initial value.

The notes may be automatically redeemed on November 24, 2026 if the index closes at or above its initial value, paying $1,100 per security (principal plus a 10.00% premium). If held to maturity and not called, investors earn leveraged upside with a 207.10% upside participation rate when the final index value exceeds the initial value, full principal repayment if the index finishes between the initial value and the barrier, and 1-for-1 downside exposure below the barrier.

The issue price is $1,000 per security, including an underwriting fee of up to $25.00, while the estimated value is $963.00. The total offering is $1,057,000.00, the notes will not be listed on any exchange, and investors face issuer and guarantor credit risk, market risk on the index, liquidity risk and complex U.S. tax treatment.