Citigroup Inc 424B Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Callable Fixed Rate Notes due September 11, 2027 with a stated principal amount of $1,000 per note. The notes pay fixed interest at 4.38% per annum on an Actual/360 day count, with all interest paid only on the earlier of redemption or maturity.

The issuer may redeem the notes at its option, in whole but not in part, at 100% of principal plus accrued interest on the 11th day of each month from February 2027 to August 2027, subject to the following business day convention. The notes will not be listed on any securities exchange and are sold through Citigroup Global Markets Inc., which receives an underwriting fee of up to $0.30 per note. For U.S. tax purposes, the notes are treated as debt issued with original issue discount, requiring accrual of income over the term, and net proceeds are used for general corporate purposes and related hedging.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable equity-linked medium-term senior notes due February 11, 2028, tied to the worst performing of the EURO STOXX 50® Index, Nasdaq-100 Index® and Russell 2000® Index. Each security has a $1,000 stated principal amount and pays monthly coupons of at least 1.0917% (about 13.10% per year) until redeemed or maturity.

Citigroup may redeem the notes in whole on monthly dates from February 2027 through January 2028 at $1,000 plus coupon. If not called, principal repayment depends entirely on the worst-performing index and whether a knock-in event (any index closing below 70% of its initial value on any observation day) occurs. If no knock-in occurs, investors receive $1,000 at maturity even if indices are below initial levels. If a knock-in occurs and the worst-performing index finishes below its initial level, repayment is $1,000 plus $1,000 × underlying return, creating 1:1 downside exposure and possible total loss of principal (excluding the final coupon).

The issue price is $1,000, including a $2.00 underwriting fee, with expected estimated value of at least $943.50 per note, reflecting dealer costs and hedging. The notes are unsecured, unsubordinated obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities under its Medium-Term Senior Notes, Series N program. Each security has a $1,000 stated principal amount and is linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Dynamic Participation Index, maturing on August 29, 2031, unless called earlier.

The notes pay a contingent coupon of 0.5833% per period (about 7.00% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 80% of its initial level. Principal is protected only down to a 15.00% buffer; if the worst-performing index falls more than 15% by final valuation, repayment is reduced 1% for each additional 1% decline, potentially down to a minimum of zero. The securities may be automatically redeemed from August 27, 2027 onward if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon. Issue price is $1,000 with an underwriting fee of $37.50 and estimated value of at least $893.50 per security, 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 issuing Memory Coupon Barrier Step-Down Autocall Securities linked to the worst performer of QQQ, IWM and SPY, maturing on August 17, 2028 unless called earlier. Each security has a $1,000 principal amount.

Investors may receive a 2.25% quarterly contingent coupon (9.00% p.a.) only if, on each valuation date, the worst-performing ETF is at or above 70% of its initial value; missed coupons can be paid later if the barrier is regained. The notes can be automatically redeemed on step-down autocall dates if the worst-performing ETF is above specified percentages (from 100% down to 85%).

If not called and the worst-performing ETF is at or above 70% at final valuation, investors receive $1,000 back; otherwise they receive ETF shares (or cash) based on a fixed equity ratio, exposing them to potentially substantial loss of principal. The estimated value on pricing is expected to be at least $926.50 per $1,000 issue price, with an underwriting fee of $14 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior notes titled Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, due March 5, 2029. Each security has a $1,000 stated principal amount and may pay quarterly contingent coupons of 2.50%–2.75% of principal (annualized 10.00%–11.00%) if, on the relevant valuation date, the worst-performing index is at or above 80% of its initial value.

The notes can be automatically redeemed on specified autocall dates if the worst-performing index is at or above its initial value, in which case investors receive $1,000 plus the coupon. If not called, and on the final valuation date the worst-performing index is at or above 75% of its initial value, investors receive $1,000 (plus any final coupon). If it is below 75%, repayment is $1,000 plus the index return of the worst performer, exposing investors to losses up to their entire principal. The issue price is $1,000, including a $25 underwriting fee and at least a $916 estimated value per security, and the notes carry significant market, structural, liquidity, credit and tax risks.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable buffer securities with a $1,000 stated principal amount per security, linked to the worst performer of the SPDR S&P Regional Banking ETF (KRE) and the VanEck Semiconductor ETF (SMH). The notes may be automatically redeemed on any of more than 50 scheduled valuation dates from August 2027 to August 2031 if the worst-performing ETF on that date is at or above its initial value, paying $1,000 plus a growing premium starting at 16.15% and reaching 80.75% of principal by the final valuation date.

If not called, the maturity payment depends solely on the final value of the worst-performing ETF: full principal plus the final premium if it is at or above its initial value; full principal if it is between 80% and 100% of its initial value; and a 20% downside buffer below which repayment is reduced 1-for-1 with further declines. Citigroup expects the estimated value on the pricing date to be at least $879.50 per security, below the $1,000 issue price, with an underwriting fee of up to $41.25 per security and proceeds to the issuer of at least $958.75. Investors do not receive dividends from the ETFs and face complex tax, market, and credit risks.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk contingent income auto-callable securities linked to Meta Platforms, Inc. common stock. Each security has a $1,000 stated principal amount and pays a 4.275% quarterly contingent coupon (17.10% per annum) only if Meta’s closing price on the related valuation date is at or above 70.00% of the initial share price, the downside threshold.

Beginning about three months after issuance, if Meta’s closing price on a potential redemption date is at or above the initial share price, the notes are automatically redeemed for $1,000 plus that period’s coupon, and no further payments are made. If held to maturity and not redeemed, investors receive $1,000 plus the final coupon if Meta’s final price is at or above the downside threshold; otherwise, they receive $1,000 + ($1,000 × share return), fully exposing them 1‑for‑1 to downside below the threshold and potentially losing their entire principal.

The issue price is $1,000 per security, including an underwriting fee of $22.50; Citigroup expects the estimated value on the pricing date to be at least $924.00, below the issue price. Investors do not receive Meta dividends, face issuer and guarantor credit risk, limited liquidity, complex U.S. tax treatment, and possible 30% withholding on coupons for certain non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Callable Contingent Coupon Equity Linked Securities due August 9, 2029 linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index. The notes pay a quarterly contingent coupon of 1.0083% of $1,000 (about 12.10% per annum) only if, on the related valuation date, the worst-performing index closes at or above 70% of its initial value. Principal is at risk: at maturity, if the notes are not earlier redeemed and the worst-performing index is at or above 60% of its initial value, investors receive $1,000 per note; otherwise repayment is $1,000 plus $1,000 × index return, resulting in a loss of 1% of principal for each 1% decline and potentially a total loss. Citigroup may redeem the notes at par plus any due coupon on specified dates from February 2027 onward. The issue price is $1,000 per note, total offering $1.333 million, with estimated value $998.60 per note and an underwriting fee up to $4.00 per note. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the notes may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable unsecured notes linked to the worst performer of the Nasdaq‑100 Index, the Russell 2000 Index and the Utilities Select Sector SPDR ETF, maturing August 11, 2031. The notes pay no interest and do not guarantee principal. On quarterly valuation dates, if the worst‑performing underlying is at or above its initial value, the notes are automatically redeemed at $1,000 plus a fixed premium, starting at 12.05% in August 2027 and rising to 60.25% on the final valuation date. If held to maturity and not earlier redeemed, investors receive principal plus the final premium if the worst underlying is at or above its initial value, only principal if it is below initial but at or above 65% of initial, and a 1:1 loss with the worst underlying below that barrier (up to total loss). The initial estimated value is $927 per $1,000 note, reflecting embedded costs, and investors face both Citigroup credit risk and potentially limited or no secondary market liquidity, as well as no dividends on the underlyings.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of JPMorgan Chase & Co. and Morgan Stanley, in an aggregate offering of $2,577,000.00 at $1,000 per security. The notes pay a quarterly contingent coupon of 2.9125% of principal (annualized 11.65%) only if, on the relevant valuation date, the worst-performing stock is at or above 60% of its initial value. Starting November 6, 2026, the notes are automatically called if the worst performer is at or above its initial value, returning $1,000 plus the applicable coupon and any unpaid coupons.

If not called, at February 10, 2028 maturity investors receive $1,000 per note only if the worst performer is at or above its 60% final barrier; otherwise they receive shares (or cash) of that worst performer based on fixed equity ratios, potentially far below principal and down to zero. Investors receive no dividends on the underlyings, face limited liquidity, and are fully exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., with an estimated initial value of $986.40 per note below the issue price.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing July 11, 2028. Each $1,000 security pays a 0.8458% contingent coupon per month (about 10.15% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier of 75% of its initial value; otherwise no coupon is paid. Principal repayment depends solely on the worst performing index: full $1,000 is repaid if, at final valuation, it is at or above its final barrier of 70% of initial, but losses are one‑for‑one with its decline below that level, down to a possible zero return of principal.

The notes can be automatically called on scheduled potential autocall dates starting November 6, 2026 if the worst performing index is at or above its initial value, in which case investors receive $1,000 plus the coupon and no further payments. The total offering size is $4,803,000 at $1,000 per note, with up to $22.30 per note in underwriting fees and an estimated value of $978.30 per note at pricing. Investors face issuer and guarantor credit risk, the possibility of receiving no coupons and substantial or total principal loss, limited liquidity, and complex and uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes linked to the worst performer of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, each with a $1,000 stated principal amount and maturing on July 18, 2028.

The notes pay a contingent coupon of 0.85% per month (annualized 10.20%) only if, on each valuation date, the worst-performing index is at or above its coupon barrier of 70% of its initial value. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. At maturity, if not called, investors receive $1,000 per note only if the worst-performing index is at or above its final barrier of 60% of its initial value; otherwise, repayment is reduced one-for-one with the index loss, potentially to $0. The issue price is $1,000 per security, including up to a $5.00 underwriting fee, with an expected initial estimated value of at least $936.50, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the Invesco QQQ Trust, Series 1, maturing October 1, 2027 unless redeemed earlier. Each security has a $1,000 stated principal amount.

The notes pay a contingent coupon of 0.8583% per month (about 10.30% per annum) only if QQQ’s closing value on the relevant valuation date is at or above the coupon barrier (85% of the initial value). The same 85% level is the final barrier used to determine principal repayment at maturity.

If on any potential autocall date QQQ is at or above its initial value, the notes are automatically redeemed for $1,000 plus the applicable coupon, which can cap total income. If not called and QQQ finishes below the final barrier, investors receive QQQ shares (or cash equivalent) worth less than $1,000, potentially down to zero. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and there may be limited or no secondary market.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities due August 19, 2031, with a $1,000 stated principal per security. The notes are linked to the worst performing of the iShares MSCI Emerging Markets ETF, the iShares Russell 2000 ETF and the TOPIX Index. On each valuation date, a contingent coupon of at least 3.7125% of principal (at least 14.85% per annum) is paid only if the worst performing underlying is at or above its 70% coupon barrier.

If not redeemed early, at maturity investors receive $1,000 per security only if the worst performer is at or above its 55% final barrier; otherwise repayment is reduced one-for-one with the underlying loss and can fall to zero. Citigroup may redeem the notes at par plus any due coupon on specified dates, capping future income. The estimated value on the pricing date is expected to be at least $930 per security, below the $1,000 issue price, and the notes involve significant market, correlation, liquidity, tax and credit risk.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior notes titled Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, each with a $1,000 stated principal amount. The notes pay a quarterly contingent coupon of 1.8375% of principal (7.35% per annum) only if, on the relevant valuation date, the worst performing index is at or above 75.00% of its initial value; otherwise no coupon is paid. If the worst performing index on specified potential autocall dates is at or above its initial value, the notes are automatically redeemed early at $1,000 plus the coupon. If not called, at maturity in August 2031 investors receive $1,000 per note only if the worst index is at or above its 75.00% final barrier; otherwise they are repaid $1,000 plus $1,000 times the index return of the worst performer, exposing principal to full downside with no floor. Per note economics include an issue price of $1,000, an underwriting fee of up to $41, proceeds to the issuer of $959, and an estimated value on the pricing date expected to be at least $899, all subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, as part of its Medium-Term Senior Notes, Series N program.

Each security has a $1,000 stated principal amount, a term to July 19, 2028, and pays a contingent coupon of at least 0.7625% per period (at least 9.15% per annum) only if the worst-performing index on the relevant valuation date is at or above 75.00% of its initial value. Principal is protected only if the worst-performing index on the final valuation date is at or above 70.00% of its initial value; otherwise, repayment is reduced 1% for each 1% decline and can fall to zero. The notes may be automatically called from February 16, 2027 onward if the worst-performing index is at or above its initial value, in which case investors receive $1,000 plus the coupon. Issue price is $1,000, with an underwriting fee of up to $22.25 and an estimated value on the pricing date of at least $919.50, 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 Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of the Dow Jones Industrial Average, Nasdaq‑100 Index® and Russell 2000® Index under its Series N medium‑term note program. Each security has a $1,000 stated principal amount and is scheduled to mature on August 19, 2031, unless automatically redeemed earlier on specified autocall dates if the worst performing index is at or above its initial value.

The notes pay a contingent coupon of at least 0.7083% per month (approximately 8.50% per annum, set on the pricing date) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier of 75% of its initial level. At maturity, if not called, investors receive $1,000 per security if the worst index is at or above its final barrier of 70% of its initial level; otherwise, repayment is reduced one‑for‑one with the index loss, potentially to zero.

The issue price is $1,000 per security, including an underwriting fee of up to $40.75, yielding minimum proceeds to the issuer of $959.25 per security. Citigroup expects the initial estimated value to be at least $901, below the issue price, reflecting selling, structuring and hedging costs. Investors face credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., possible no coupons, substantial principal loss, limited liquidity, and complex, uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to Space Exploration Technologies Corp. (Class A common stock), due August 17, 2029, in $1,000 denominations.

The notes pay a contingent coupon of at least 4.9125% per quarter (at least 19.65% per annum) only if, on each valuation date, the underlying share price is at or above a coupon barrier set at 50% of the initial value. The same 50% level is the final barrier for principal protection.

If on any potential autocall date the underlying closes at or above its initial value, the notes are automatically redeemed for $1,000 plus the coupon, ending further payments. If held to maturity and the final value is below the final barrier, repayment equals $1,000 plus the underlying return, exposing investors to 1:1 downside and up to total loss, with no upside participation beyond coupons.

The issue price is $1,000 per security, including an underwriting fee of up to $20, for net proceeds of $980 per security to the issuer. Citigroup estimates the initial economic value will be at least $900 per security, below the issue price, and warns of limited or no secondary market liquidity, credit risk of the issuer and guarantor, complex U.S. tax treatment and potential 30% withholding for certain non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior notes linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, maturing August 15, 2028. The notes pay a contingent coupon of at least 1.0417% per period (approximately at least 12.50% per annum) when, on the relevant valuation date, the worst performing index is at or above 70% of its initial level.

If not called early, principal repayment depends solely on the final level of the worst performing index. If that index is below 70% of its initial value at maturity, repayment is reduced 1-for-1 with the index decline, down to zero. Citigroup may redeem the notes on specified dates at $1,000 plus any due coupon. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited secondary liquidity, and carry complex tax and market risks. The estimated value on the pricing date is expected to be at least $940.50 per $1,000 note, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior unsecured autocallable securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, due August 30, 2034. Each security has a $1,000 stated principal amount and is issued at $1,000, with an underwriting fee of $43 per security and minimum proceeds to the issuer of $957 per security. Citigroup Global Markets Inc. estimates the value on the pricing date will be at least $852.50 per security.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates if the index closing value is at or above the initial value, returning $1,000 plus a fixed premium that starts at 19.30% of principal in August 2027 and rises to 154.40% if held to the August 25, 2034 final valuation date. If not redeemed early and the final index value is at least 50.00% of the initial value, investors receive $1,000 plus the final premium; otherwise, repayment is $1,000 plus $1,000 times the index return, exposing investors to up to a 100% loss of principal. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the issuer highlights substantial market, structural, liquidity, model and tax risks given the highly leveraged, 40% volatility-target, 6%-per-annum decrement index.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable equity-linked medium-term notes due August 24, 2027, linked to the worst performer of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index. Each security has a $1,000 stated principal and pays monthly coupons of at least 0.8292% (about 9.95% per annum), unless earlier redeemed.

At maturity, if not called and the worst-performing index is at or above 70% of its initial value, investors receive $1,000 plus the final coupon. If it is below 70%, repayment is $1,000 plus $1,000 times that index’s return, exposing investors to losses up to their entire principal (excluding coupons). The issuer may redeem the notes at par plus coupon on monthly dates from February to July 2027.

The notes are unsecured obligations of the issuer, subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., offer no dividend or upside participation in the indices, and may have limited or no secondary market. The estimated value on the pricing date is expected to be at least $943 per $1,000, below the issue price, reflecting structuring and hedging costs and the use of an internal funding rate.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable equity-linked medium-term senior notes maturing August 24, 2027, tied to the worst performer of the Nasdaq-100®, Russell 2000® and S&P 500® indices. Each security has a $1,000 stated principal amount.

The notes pay monthly coupons of at least 1.0167% (about 12.20% per annum) until redemption or maturity, but investors forgo any index upside and dividends. If a knock-in event occurs (any index closes below 70% of its initial value during the observation period) and the worst-performing index finishes below its initial value, principal is reduced one-for-one with that decline, potentially to zero.

Citigroup may redeem the notes at par plus coupon on monthly dates from February to July 2027, limiting future income if called. The estimated value on the pricing date is expected to be at least $938 per $1,000 note, below the issue price, reflecting selling, structuring and hedging costs. The notes are unsecured and subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., and may have little or no secondary market.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, due August 13, 2032. Each security has a $1,000 stated principal amount.

The notes may pay a contingent coupon of at least 1.5667% per period (about 18.80% per year) only if the index is at or above 70% of its initial value on scheduled valuation dates. They can be automatically called on specified dates if the index is at or above its initial value, returning $1,000 plus the coupon.

If not called and the final index value is below the 50% final barrier, principal is reduced 1% for each 1% index decline, potentially to zero. The underlying index is complex and risky, using up to 500% leverage and a 6% per annum decrement. The issuer expects an estimated value of at least $898.50 per $1,000 note, below the issue price, reflecting fees, hedging costs and funding rates.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Medium-Term Senior Notes in the form of Callable Contingent Coupon Equity Linked Securities tied to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, under an effective shelf registration.

Each security has a $1,000 principal amount, prices on August 14, 2026, and, unless called, matures on February 17, 2028. Investors may receive contingent coupons of at least 0.7667% per period (about 9.20% per year) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. Principal is fully repaid at maturity only if the worst-performing index is at or above its 70% final barrier; otherwise, repayment is reduced one-for-one with that index’s loss, down to zero.

The issuer may call the notes in whole on specified dates from 2027 onward, paying $1,000 plus any due coupon, which can shorten the investment and halt future coupons. The issue price is $1,000, including up to a $20 underwriting fee, with at least $922 estimated value per note based on internal models, and expected secondary market liquidity only through an affiliate, subject to Citigroup credit risk.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes, Series N in the form of callable contingent coupon equity-linked securities tied to the worst performing of the Invesco S&P 500® Equal Weight ETF, the Nasdaq‑100 Index® and the Russell 2000® Index, due August 17, 2029.

Each security has a $1,000 stated principal amount and may pay a quarterly contingent coupon of 3.10% of principal (12.40% per annum) only if, on the relevant valuation date, the worst performing underlying is at or above its coupon barrier, set at 70.00% of its initial value. If not, no coupon is paid for that period.

Unless earlier redeemed at the issuer’s option on specified dates for $1,000 plus any due coupon, the maturity payment depends solely on the final value of the worst performer: full principal back if it is at or above its 70% final barrier, or $1,000 plus the underlying return of the worst performer if below, exposing investors to losses up to their entire investment. The estimated value on the pricing date is expected to be at least $943 per security, below 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., fully guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes linked to the S&P 500 Futures Excess Return Index, with a stated principal amount of $1,000 per security and no periodic interest payments.

At maturity in August 2031, investors receive: (i) $1,000 plus a leveraged gain if the index ends above its initial level, using a 228.00% upside participation rate; (ii) return of $1,000 if the index is at or below its initial level but at or above a barrier set at 70.00% of the initial index value; or (iii) $1,000 plus the full negative index return if the final value is below the barrier, exposing investors to losses up to their entire investment.

The S&P 500 Futures Excess Return Index tracks E-mini S&P 500 futures and is expected to underperform the total return of the S&P 500 Index due to an implicit financing cost, which may rise with interest rates. The estimated value on the pricing date is expected to be at least $933.00 per $1,000 security, below the issue price, reflecting selling, structuring, hedging costs and use of an internal funding rate. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., offer limited or no liquidity, and concentrate payoff on the index level observed on a single valuation date.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering contingent income auto-callable securities linked to Advanced Micro Devices, Inc. common stock. Each security has a $1,000 stated principal amount and a 3‑year term to August 2029, unless automatically redeemed earlier.

Investors may receive a quarterly contingent coupon of at least 4.925% of principal (at least 19.70% per annum) only if AMD’s closing price on the related valuation date is at or above a downside threshold equal to 50.00% of the initial share price. A memory feature allows unpaid coupons to be caught up if the threshold is later met. If AMD closes at or above the initial share price on any potential redemption date, the notes auto‑redeem for $1,000 plus the applicable coupon, ending future payments.

If not redeemed and AMD’s final price is at or above the downside threshold, holders receive $1,000 plus the final coupon (with any unpaid coupons). If the final price is below the threshold, repayment equals $1,000 plus $1,000 × share return, exposing investors 1‑for‑1 to AMD’s decline and potentially reducing repayment to zero. The notes do not participate in any upside in AMD, pay no dividends, have an estimated initial value of at least $917 per $1,000, and embed underwriting and structuring fees. U.S. and non‑U.S. holders face complex tax and possible 30% withholding on coupons.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Contingent Income Auto-Callable Securities due August 2028 linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of at least 2.40% (at least 9.60% per annum) only if, on the relevant valuation date, the worst performing index is at or above its downside threshold of 70% of its initial level.

The notes are auto-callable: beginning about three months after issuance, if on any potential redemption date the worst performing index is at or above its initial level, investors receive early redemption of $1,000 plus the contingent coupon and the securities terminate. If not redeemed, and on the final valuation date the worst performer is at or above its downside threshold, the maturity payment is also $1,000 plus the contingent coupon. If the worst performer finishes below its downside threshold, repayment is $1,000 plus $1,000 × index return of the worst index, so investors can lose a significant portion or all of principal and receive no final coupon.

The initial issue price is $1,000 per security, with an underwriting fee of $20 per security (including a $15 selling concession and $5 structuring fee), and expected proceeds to the issuer of $980 per security. Citigroup Global Markets Inc. estimates the value on the pricing date will be at least $925.50 per security, lower than the issue price, reflecting internal funding and hedging costs. The notes are unsecured obligations, not bank deposits, and are subject to issuer and guarantor credit risk, market risks tied to the three indices, complex tax treatment and potential withholding for non-U.S. investors.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, maturing on August 15, 2031.

The notes have a stated principal of $1,000 per security and pay a 0.75% contingent coupon per month (9.00% per annum) only if the worst-performing index on each valuation date is at or above 80% of its initial value; missed coupons can be paid later if conditions are met. At maturity, if not called and the worst index is at or above 85% of its initial value, investors receive full principal; below that level, repayment is reduced using a 15% buffer and a 1.1765 buffer rate, with the potential to lose all principal.

The notes may be automatically redeemed on specified autocall dates if the worst-performing index is at or above its initial value, paying $1,000 plus applicable coupons. The estimated value on the pricing date is expected to be at least $942 per security, below the $1,000 issue price, reflecting fees, hedging costs and internal funding rates. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the securities are expected to have limited liquidity and complex U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed fully and unconditionally by Citigroup Inc., is offering Medium-Term Senior Notes, Series N, callable fixed rate notes due August 20, 2031. Each note has a stated principal amount and issue price of $1,000 and pays fixed interest at 5.20% per annum, calculated on a 30/360 day count basis, with interest paid semi-annually on February 20 and August 20, starting February 20, 2027.

Beginning August 20, 2027, the issuer may redeem the notes, in whole and not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are not listed on any securities exchange. Net proceeds are to be used for general corporate purposes and to hedge obligations under the notes through affiliates. For U.S. tax purposes, the notes are treated as fixed rate debt instruments issued without original issue discount.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing $12,894,000 of Buffered Digital S&P 500® Index-Linked Notes due September 15, 2027. The notes are unsecured senior debt and all payments are subject to Citigroup’s credit risk.

Each note has a $1,000 stated principal. If on the determination date the S&P 500® Index is at or above 90.00% of the initial level of 7,723.55, holders receive a fixed $1,103.00 per note (a 10.30% contingent return). If the index falls more than the 10.00% threshold amount, repayment is reduced by about 1.1111% for every 1% decline beyond that threshold, down to a possible total loss.

The notes pay no interest, provide no dividends or voting rights in S&P 500® stocks, and returns are capped at the 10.30% contingent gain. They will not be listed, may have limited or no secondary market, and their estimated value on the trade date (based on internal funding and proprietary models) is less than the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, as part of its Medium‑Term Senior Notes, Series N.

Each security has a $1,000 stated principal and pays a quarterly contingent coupon of 3.0625% (annualized 12.25%) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier value of 80% of its initial value. Missed coupons can be recouped later if this condition is again met, but may be lost entirely if it is never met again.

The notes may be automatically redeemed on specified autocall dates if the worst performing index is at or above its initial value, paying $1,000 plus the due coupon. If not called, at maturity on February 15, 2028 investors receive $1,000 only if the worst index is at or above its 80% final barrier; otherwise repayment is reduced one‑for‑one with the index decline, down to zero. The securities are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. An underwriting fee of $12.50 per $1,000 security applies, and the estimated value on the pricing date is expected to be at least $930.50, below the issue price, reflecting structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due August 29, 2029, linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each security has a $1,000 stated principal amount. On each valuation date, investors receive a contingent coupon of 0.9583% of principal (about 11.50% per year) only if the worst-performing index is at or above its coupon barrier, set at 70% of its initial value. If the note is not called and, on the final valuation date, the worst-performing index is at or above its 70% final barrier, investors receive full principal back plus any final coupon.

If the worst-performing index finishes below its final barrier, the maturity payment is $1,000 plus the index return, creating one-for-one downside exposure and potential loss of the entire investment, with no minimum principal protection. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon, limiting the stream of coupons. The notes pay no dividends, do not participate in any index upside, may have limited or no secondary market, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $932 per security, below the issue price, reflecting structuring, hedging costs and internal funding assumptions.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable medium‑term senior notes linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000® Index and the S&P 500® Index, each with a final barrier value at 70% of its initial level. Each security has a $1,000 stated principal amount, a pricing date of August 26, 2026, issue date of August 31, 2026 and, if not redeemed earlier, matures on September 5, 2031.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates if the worst performing index is at or above its initial level, returning $1,000 plus a fixed premium that starts at 9.20% in August 2027 and rises to at least 46.00% by the final valuation date. If held to maturity and not called, investors receive $1,000 plus the final‑date premium if the worst performer is at or above its initial level, $1,000 if it is below the initial level but at or above the 70% barrier, and full downside exposure (1‑to‑1 loss from the initial level) if it finishes below the barrier, with no minimum repayment.

The issue price is $1,000 per security, including an underwriting fee of up to $37.50, for minimum issuer proceeds of $962.50 per security. Citigroup expects the initial estimated value to be at least $899.50, below the issue price, reflecting selling, structuring and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the securities are expected to have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities linked to the worst performer of the Dow Jones Industrial Average and the EURO STOXX 50® Index, due August 15, 2029. Each security has a $1,000 stated principal amount.

The notes pay a contingent coupon of at least 2.3625% per quarter (at least 9.45% per annum) on scheduled dates only if the worst-performing index on the prior valuation date is at or above its coupon barrier of 75% of its initial value. Automatic early redemption may occur on specified potential autocall dates if the worst-performing index is at or above its initial value, returning $1,000 plus the coupon.

If not called, maturity payoff depends on the worst-performing index relative to a final barrier of 70% of initial value. At or above that barrier returns $1,000; below it, principal is reduced one-for-one with the index loss, potentially to zero. The issue price is $1,000, with an underwriting fee of $6 and minimum proceeds to the issuer of $994 per security. The estimated value on the pricing date is expected to be at least $936.50 per security, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Dual Directional Buffer Securities linked to Amazon.com, Inc., with a $1,000 stated principal amount per security, pricing on September 2, 2026 and maturing September 7, 2029, unless automatically redeemed. If on September 3, 2027 the Amazon closing value is at or above the initial value, each security is redeemed early for $1,133.00 ($1,000 plus a 13.30% premium). If not called, the maturity payment depends on the final Amazon value: full upside at a 100.00% participation rate when above the initial value; a dual-directional payoff where modest losses (down to a 20% decline) generate positive absolute returns; and a buffered downside where losses beyond the 20% buffer reduce principal 1-for-1. The issue price is $1,000.00, including an underwriting fee of up to $32.00 and minimum proceeds to the issuer of $968.00 per security, while Citigroup expects an estimated value of at least $910.00. Investors forego Amazon dividends, face issuer and guarantor credit risk, complex U.S. tax treatment as a prepaid forward, and possible Section 871(m) withholding for non-U.S. holders.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable securities linked to the S&P 500® Index, issued as Medium-Term Senior Notes, Series N, due August 19, 2030. Each security has a $1,000 stated principal amount and pays no interest.

The notes may be automatically redeemed on scheduled valuation dates from August 17, 2027 through May 14, 2030 if the S&P 500 closing value is at or above the initial level, returning $1,000 plus a fixed premium (ranging from at least 8.25% to 33.00% of principal, depending on the date). If not called, at maturity investors receive $1,000 plus the final premium if the final index level is at or above the final barrier of 70.00% of the initial level.

If the notes are not called and the final index level is below the barrier, investors are exposed 1:1 to the index decline from the initial level and can lose up to their entire principal. The product offers no dividends, has limited liquidity, and is subject to 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 $932.50 per $1,000 security, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable fixed-rate notes due September 11, 2027 with a stated principal amount of $1,000 per note. From the original issue date of August 11, 2026 to maturity, the notes pay fixed interest of 4.38% per annum, but interest is paid only once, together with principal, on the maturity date or an earlier redemption date.

Beginning on February 11, 2027, the issuer may redeem the notes in whole (not in part) on the 11th of each month through August 2027 at 100% of principal plus accrued interest. The notes will not be listed on any securities exchange, and CGMI, the underwriter, is not obligated to make a secondary market. The issue price is generally $1,000 per note, with an underwriting fee of up to $0.50 per note.

For U.S. federal income tax purposes, the notes are treated as debt issued with original issue discount and without qualified stated interest, so U.S. Holders must include OID in income on a constant-yield basis. The notes are not insured by the FDIC, have selling restrictions in the EEA, U.K., and Canada, and proceeds will be used for general corporate purposes and related hedging.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is issuing principal-at-risk securities maturing on November 9, 2026 that are linked to the SOFR CMS spread (SOFR CMS30 minus SOFR CMS5). The issue price is 100% of the $1,000 stated principal amount per security, with total proceeds of $2.34 million and an estimated value of $982.91 per security at pricing. At maturity, investors receive a minimum of $232.39 and up to a maximum of $2,796.50 per $1,000 security. Payoff depends on how much the SOFR CMS spread on the valuation date exceeds the strike of 0.354%, multiplied by a leverage factor of 854.7008547, subject to the cap; if the spread is at or below the strike, only the minimum is paid, implying a loss of about 76.76% of principal. The notes are unsecured senior debt, exposed to Citigroup credit risk, complex rate and curve-risk dynamics, potential conflicts from dealer hedging and trading, limited liquidity, and uncertain U.S. tax treatment, including possible alternative characterizations and estate and FATCA considerations.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable, two‑year structured notes linked to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index. Each security has a $1,000 stated principal amount, priced at $1,000 with an estimated value of $991.80.

Investors may receive a contingent coupon of 0.9417% per month (about 11.30% per year) only if, on each valuation date, the worst performing index is at or above its coupon barrier (75% of its initial value. At maturity on August 10, 2028, if not previously called and the worst performer is at or above its final barrier (70% of initial), principal is repaid; otherwise repayment is reduced one‑for‑one with the index loss, potentially to zero.

Citigroup may redeem the notes early on specified dates at par plus any due coupon, capping future income. Investors face full downside exposure to the worst index beyond the barrier, no upside participation or dividends, limited liquidity, complex U.S. tax treatment, and are exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of Invesco QQQ Trust, Series 1 and State Street SPDR S&P 500 ETF Trust, maturing on August 13, 2029. Each security has a $1,000 principal amount and pays a 2.25% contingent quarterly coupon (9.00% per annum) only if, on the relevant valuation date, the worst performing ETF is at or above its 70% coupon barrier. The notes may be autocalled on scheduled dates if the worst performer is at or above its initial level, in which case investors receive $1,000 plus applicable coupons, ending further payments. If not called and, at final valuation, the worst performer is at or above its 70% final barrier, investors receive $1,000; otherwise they receive ETF shares (or cash) equal to a fixed equity ratio, which may be worth far less than principal and possibly nothing. The total offering is $650,000, with an underwriting fee of $13.50 per security and an initial estimated value of $981.60, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing $1,000 Callable Contingent Coupon Equity Linked Securities due February 10, 2028, linked to the worst-performing of three ETFs: Invesco S&P 500® Equal Weight (RSP), Consumer Staples Select Sector SPDR® (XLP) and Health Care Select Sector SPDR® (XLV).

The notes pay a 0.60% contingent coupon per month (annualized 7.20%) only if, on each valuation date, the worst-performing ETF is at or above 70% of its initial value (coupon barrier). At maturity, if not called and the worst-performing ETF is at or above 60% of its initial value (final barrier), investors receive the full $1,000 principal; otherwise, principal is reduced one-for-one with the negative return of that ETF, potentially to $0, and no final coupon is paid.

Citigroup may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon. The issue price is $1,000, with an estimated value of $988 and underwriter proceeds of $993 per note, reflecting structuring and hedging costs. Investors face downside market risk to the worst-performing ETF, no dividend or upside participation, issuer and guarantor credit risk, complex U.S. tax treatment and limited expected liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities maturing on August 9, 2029, linked to the worst performing of the Russell 2000® Index and the S&P 500® Index. Each security has a $1,000 stated principal amount and offers a quarterly contingent coupon of 1.6875% (equivalent to 6.75% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier set at 65% of its initial value.

If on a potential autocall date the worst performing index is at or above its initial value, the notes are automatically redeemed at $1,000 plus the coupon, limiting further income potential. If not called, the repayment of principal at maturity depends on the final level of the worst performing index: full principal is returned only if it is at or above its final barrier (also 65% of initial). Otherwise, investors incur a 1:1 loss with index decline, down to a possible total loss of principal and no final coupon. The offering size is $687,000, with an issue price of $1,000, an underwriting fee of $23.50, and an estimated value of $970.40 per security. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and liquidity may be limited.

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 Index, Russell 2000 Index and S&P 500 Index, maturing on August 9, 2029. Each security has a $1,000 stated principal amount and may be redeemed early at the issuer’s option on specified dates.

The securities pay a contingent coupon of 0.9292% of principal per month (about 11.15% per annum) only if, on the relevant valuation date, the worst performing index is at or above 70% of its initial value. At maturity, if not called, investors receive $1,000 per security only if the worst performing index is at or above 65% of its initial value; otherwise repayment is reduced one-for-one with the index decline and can fall to zero. Investors forgo dividends, have no upside participation in any index, face limited liquidity, issuer call risk and full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value is $985.30 per $1,000 at pricing, below the issue price due to structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity linked securities with an aggregate offering of $6,395,000, each with a $1,000 principal amount, linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index and maturing on August 9, 2029.

The notes pay a monthly contingent coupon of 1.00833% of principal (about 12.10% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier, set at 70% of its initial value; principal is fully protected at maturity only if the worst performer stays at or above its final barrier at 60% of its initial value.

If at final valuation the worst performing index is below its final barrier, repayment is reduced one-for-one with its loss and can fall to zero; Citigroup may redeem the notes early at par plus any due coupon, 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 issuing Autocallable Contingent Coupon Equity Linked Securities tied to the Invesco QQQ Trust, Series 1, maturing on September 10, 2027, with a stated principal amount of $1,000 per security.

Investors may receive a 0.8125% monthly contingent coupon (annualized 9.75%) only if QQQ’s closing value on each valuation date is at or above the coupon barrier value of $573.84 (80% of the initial value of $717.30). The notes are autocallable on specified dates if QQQ is at or above the initial value, in which case holders receive $1,000 plus the coupon and the investment ends early.

If not called and the final QQQ value is at or above the final barrier of $573.84, investors receive $1,000 plus the final coupon. If it is below the barrier, investors receive QQQ shares (or cash) based on an equity ratio of 1.39412 per note, which may be worth substantially less than principal, up to total loss. The notes are unsecured and subject to the credit risk of both issuers and to limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable unsecured notes linked to the worst performing of the Dow Jones Industrial Average, Nasdaq‑100 Index® and Russell 2000® Index, maturing August 8, 2031. Each security has a $1,000 stated principal amount and pays no interest.

The notes may be automatically redeemed on scheduled valuation dates if the worst performing index is at or above its initial level, returning $1,000 plus a fixed premium that steps up from 11.75% in 2027 to 58.75% on the final valuation date. If not redeemed early, 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 70% of that level (the final barrier), or $1,000 plus 1‑for‑1 downside exposure to the worst performer if it finishes below its barrier, potentially losing the entire principal.

The issue price is $1,000 per security, including up to $41.25 in underwriting fees, while the bank’s estimated value is $957.40, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The notes do not pay dividends, may have limited or no liquidity, and are fully subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Russell 2000® Index and the S&P 500® Index, each at an initial value of 3,019.188 and 7,723.55, respectively.

The notes pay a 0.6542% contingent coupon per period (about 7.85% per annum) only if, on each valuation date, the worst-performing index is at or above its coupon barrier (75% of its initial value). The same 75% level applies as a final barrier for principal protection at maturity.

If on any potential autocall date the worst-performing index is at or above its initial value, the notes are automatically redeemed at $1,000 plus the coupon, which can limit the total income stream. If held to maturity without autocall and the worst performer ends below its final barrier, repayment equals $1,000 + $1,000 × its underlying return, exposing investors to losses up to 100% of principal.

The issue price is $1,000 per note, with an estimated value of $975.10, underwriting fee up to $24 per note, and total offering of $1,189,000. The securities carry Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, may have limited or no liquidity, and involve complex U.S. federal tax and withholding considerations, especially for non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable unsecured debt securities linked to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, maturing on August 8, 2031. Each security has a $1,000 stated principal amount and does not pay interest.

The notes may be automatically redeemed on scheduled valuation dates starting August 6, 2027 if the worst performing index is at or above its initial value, paying $1,000 plus a fixed premium that steps up from 9.40% to 47.00% of principal over time. If not redeemed early, at maturity investors receive: $1,000 plus the 47.00% premium if the worst performer is at or above its initial level; $1,000 if it is below the initial level but at or above the 70% final barrier; or $1,000 plus 1-to-1 exposure to the negative return of the worst performer if it finishes below the barrier, potentially losing the entire investment.

Total offering size is $6,588,000 at $1,000 per note, with up to a $41 underwriting fee per security and estimated value of $955.40 on the pricing date. Investors face full downside market risk on the worst index, no dividends, limited liquidity, and the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.