Citigroup Inc 424B Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, each with coupon and final barriers at 60.00% of its initial value.

Each $1,000 security may pay a 0.6083% contingent coupon per period (about 7.30% per annum) only when the worst performing index on the relevant valuation date is at or above its coupon barrier; otherwise no coupon is paid. If not called early, at maturity investors receive $1,000 per security only if the worst performing index finishes at or above its final barrier; otherwise the payoff is $1,000 plus $1,000 times that index’s negative return, exposing investors to a loss of up to their entire principal.

The notes may 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 applicable coupon. The issue price is $1,000 per security, with up to a $9.00 underwriting fee and minimum $991.00 proceeds to the issuer, and an expected initial estimated value of at least $944.00 per security. 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 liquidity and complex U.S. federal tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Medium-Term Senior Notes, Series N 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, maturing on August 18, 2031.

Each security has a $1,000 stated principal amount and pays a 1.1667% contingent coupon per period (about 14.00% per annum) only if on the prior valuation date the worst-performing index is at or above its coupon barrier, set at 80.00% of its initial value. At maturity, if not previously called and the worst-performing index is at or above its final barrier (also 80.00%), investors receive $1,000 plus any final coupon; otherwise they receive $1,000 plus $1,000 times the index return of the worst performer, which can reduce principal down to zero.

The issuer may call the notes in whole on specified quarterly dates, paying $1,000 plus the applicable coupon. 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 and hedging costs. Investors face credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., market and correlation risk across the three indices, potentially no coupons and substantial principal loss, limited liquidity, and tax uncertainty.

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, the Russell 2000 Index and the S&P 500 Index, maturing on March 3, 2028. Each security has a $1,000 principal amount and may pay a monthly contingent coupon of 0.7542% (about 9.05% per annum) if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 70% of its initial value.

The notes are subject to automatic early redemption on specified autocall dates if the worst-performing index is at or above its initial level, in which case holders receive $1,000 plus the coupon. If not called, the maturity payment depends solely on the worst-performing index: full principal is repaid only if its final level is at or above 70% of its initial value; otherwise, repayment is reduced one-for-one with the index loss, potentially to zero, and no final coupon is paid. The securities are unsecured, exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no liquidity, and their estimated value on the pricing date is expected to be below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Contingent Income Auto-Callable Securities with Memory Coupon linked to the common stock of Advanced Micro Devices, Inc. Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of at least 5.1875% of principal (at least 20.75% per annum) if AMD’s closing price on the relevant valuation date is at or above the downside threshold price, set at 50.00% of the initial share price. Missed coupons may be recovered later under the memory feature when AMD trades back at or above the threshold.

The notes are auto-callable: if on any potential redemption date AMD’s price is at or above the initial share price, investors receive an early redemption payment of $1,000 plus the applicable coupon, including any unpaid memory coupons, and the notes terminate. If not called, at maturity investors receive $1,000 plus the final coupon if AMD is at or above the threshold; otherwise the payoff is $1,000 plus $1,000×share return, fully exposing principal to AMD’s downside and potentially resulting in a total loss. The issue price is $1,000 per security, with per-security proceeds to the issuer of $977.50 after a $22.50 underwriting fee. The issuer expects the estimated value on the pricing date to be at least $917.00 per security, below the issue price, reflecting structuring and distribution costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk Contingent Income Auto-Callable Securities due August 2029 linked to the common stock of Valero Energy Corporation. Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of at least 2.75% (at least 11.00% per annum) only if Valero’s share price on the relevant valuation date is at or above the downside threshold price, set at 50.00% of the initial share price. If on any potential redemption date Valero’s share price 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 the notes are not redeemed early and the final Valero share price is at or above the downside threshold, investors receive $1,000 plus the final coupon at maturity. If the final share price is below the downside threshold, repayment is reduced on a 1-to-1 basis with the share return, and investors may receive less than 50% of principal and could lose their entire investment. Investors do not participate in any upside of Valero stock and receive no dividends. The issue price is $1,000 per note, including an underwriting fee of $22.50, while the estimated value on the pricing date is expected to be at least $916.50, reflecting internal funding and structuring costs. Non-U.S. investors may face 30% withholding on coupon payments, and the U.S. tax treatment is uncertain, with Citigroup intending to treat the notes as prepaid forward contracts with taxable coupon income.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Contingent Income Auto-Callable Securities linked to Palo Alto Networks, Inc. common stock. Each security has a $1,000 stated principal and a 3-year term, unless automatically redeemed earlier.

Investors may receive a quarterly contingent coupon of at least 4.375% of principal (≥17.50% per annum) when the PANW share price on the valuation date is at or above the downside threshold price, set at 50.00% of the initial share price. A memory feature allows previously missed coupons to be paid if the condition is later met.

If on any potential redemption date PANW closes at or above the initial share price, the notes are automatically redeemed for $1,000 plus the applicable coupon (including unpaid coupons). If held to maturity and PANW finishes below the threshold, repayment is reduced 1‑for‑1 with the share decline, and investors can lose most or all principal while receiving no final coupon. The estimated value is expected to be at least $923 per $1,000 note, reflecting structuring and distribution costs and hedging, and secondary market prices are expected to be lower than the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering QQQ-linked Autocallable Phoenix Securities with an aggregate stated principal amount of $12,000,000 and a stated principal amount of $1,000 per security. The notes pay a monthly contingent coupon of 1.2917% of principal when the Invesco QQQ Trust share price is at or above the coupon barrier price of $630.063, which is 90.00% of the initial share price of $700.07. Missed coupons can be paid later (without interest) if the barrier is subsequently met.

The notes are automatically redeemed if on any interim valuation date QQQ closes at or above the initial share price, returning $1,000 plus the applicable coupon. If not called, at maturity investors receive: (i) $1,000 plus the final coupon (including any unpaid coupons) if the final QQQ price is at or above the same final barrier price of $630.063; or (ii) $1,000 + [$1,000 × buffer rate × (share return + 10.00%)] if QQQ finishes below the barrier, exposing investors to principal losses down to zero.

The notes have a 10.00% buffer, but losses accelerate once QQQ falls more than that below the initial level. The issue price is $1,000 per security with an underwriting fee of $1.00, while the estimated value is $997.60 per security based on Citigroup Global Markets Inc.’s models. Tax treatment is uncertain, and non-U.S. holders may face 30% withholding on coupon payments.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000® Index and the S&P 500® Index, maturing on February 9, 2028.

Each security has a $1,000 principal amount and pays a contingent coupon of 3.00% per period (equivalent to 12.00% per annum) only if, on every trading day in an observation period, all underlyings stay at or above their coupon barrier values (54,085.88/37,860.116 for the Dow, 3,036.975/2,125.883 for the Russell 2000, 7,736.52/5,415.564 for the S&P 500).

The notes are subject to worst-of performance, automatic early redemption if on specified potential autocall dates the worst-performing index is at or above its initial value, and a knock-in feature: if any index ever closes below its knock-in value and finishes below its initial value, principal is reduced one-for-one with the worst index’s loss, potentially to zero. The total offering is $1,598,000, with an issue price of $1,000 and an estimated value of $986.20 per security, reflecting dealer costs and hedging.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000 denomination autocallable contingent coupon equity-linked securities maturing February 9, 2028, linked to the worst performer of the Dow Jones Industrial Average, Russell 2000® Index and S&P 500® Index. The notes pay a 2.50% contingent coupon per observation period (equivalent to 10.00% per annum) only if, on every trading day in that period, each index stays at or above its coupon barrier, set at 70% of its initial value; any breach cancels that period’s coupon. The same 70% level is the knock-in threshold over the entire term. If not called early and the worst index is below its initial value on the final valuation date and a knock-in event has occurred, principal is reduced one-for-one with the worst index’s loss, down to zero.

The securities may be automatically redeemed on specified dates from February 4, 2027 if the worst index is at or above its initial value, returning $1,000 plus the coupon. Total offering size is $1,661,000, with an underwriting fee of $24 per security and issuer proceeds of $976 per security. The initial estimated value is $973 per security, below the issue price, reflecting structuring and funding costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable unsecured senior notes linked to the S&P 500 Futures Excess Return Index, with a $1,000 stated principal amount per security and no periodic interest payments.

The notes may be automatically redeemed on annual valuation dates from 2027 to 2030 if the index is at or above its initial level, paying $1,087, $1,174, $1,261 or $1,348 per security at the minimum premium levels. If held to August 29, 2031 without early redemption, investors receive $1,000 plus a 43.50% premium if the index is at or above its initial level, $1,000 if the index is down but not below 85.00% of its initial level, or a loss of principal on a 1:1 basis beyond a 15.00% buffer if the index falls below that level.

The issue price is $1,000, including an underwriting fee of up to $42.50 per note, for minimum proceeds to the issuer of $957.50 per note. The estimated value on the pricing date is expected to be at least $899.50 per note, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. Investors face credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited or no secondary market liquidity, structural caps on upside, exposure to index volatility on discrete valuation dates only, and complex U.S. tax and withholding considerations.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., offers autocallable contingent coupon equity-linked senior notes due August 14, 2028, linked to the worst performing of Invesco QQQ Trust Series 1, iShares Russell 2000 ETF and SPDR S&P 500 ETF Trust. Each security has a $1,000 stated principal amount. On each quarterly valuation date, investors receive a 2.50% contingent coupon (equivalent to 10.00% per annum) only if the worst performing ETF’s closing value is at or above its 65.00% coupon barrier; missed coupons can be recouped later if the barrier is met before final maturity. The notes are subject to automatic early redemption on specified dates if the worst performing ETF is at or above its initial value, returning $1,000 plus the applicable contingent coupon and any unpaid coupons.

If not called and the worst performer is at or above its 65.00% final barrier at maturity, investors receive $1,000 per note (plus any due coupon). Otherwise, investors receive a fixed number of shares of the worst performer (or, at the issuer’s election, cash) equal to a preset equity ratio, which can be worth substantially less than principal, and no final coupon. Initial ETF levels are $717.30 (QQQ), $299.77 (IWM) and $769.79 (SPY). The issue price is $1,000, including a $9.00 underwriting fee, while the estimated value on the pricing date is expected to be at least $936.50, reflecting model-based valuation and hedging costs. The notes carry complex market, liquidity, credit and tax risks, including potential 30% withholding on coupons for certain non‑U.S. investors and uncertain treatment as prepaid forward contracts.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Barrier Securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing August 7, 2031, with a stated principal of $1,000 per security and no interest payments.

At maturity, if the final index value exceeds the initial value of 567.9143, investors receive $1,000 plus 260% of the index gain. If the index is at or below the initial level but at or above the 50% barrier of 283.957, investors receive only $1,000. If it is below the barrier, repayment is $1,000 plus the full index return, producing 1-for-1 downside and potential total loss.

The index itself is complex and risky, using a 35% volatility target with leverage up to 500% on S&P 500 futures and a decrement of 6% per annum, and is expected to underperform the S&P 500 Index. The issue price is $1,000, but Citigroup Global Markets Inc. estimates the initial value at $886.10, reflecting embedded costs, and notes that secondary market liquidity may be limited. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,395,000 of callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index, Russell 2000 Index and SPDR S&P Regional Banking ETF. The notes pay a 13.10% annualized contingent coupon (1.0917% per period) only if the worst underlying is at or above 70% of its initial level on each valuation date.

At maturity, if not called and the worst underlying is at or above 60% of its initial level, investors receive the $1,000 principal per note; below 60%, principal is reduced 1-for-1 with the worst underlying’s loss, down to zero. The issuer may redeem at par plus coupon on many dates, payments depend solely on underlyings’ performance, and all amounts are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The initial estimated value is $976.90 per $1,000 note, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities tied to International Business Machines Corporation (IBM) shares, maturing September 10, 2027, with a $1,000 stated principal per security.

The notes pay a 1.05% contingent coupon each period (equivalent to 12.60% per annum) only if IBM’s closing value on the relevant valuation date is at or above the coupon barrier of $129.333 (55% of the $235.15 initial value. Automatic early redemption can occur on specified dates if IBM is at or above the initial value, returning $1,000 plus the coupon.

If not called and IBM’s final value is below the final barrier of $129.333, investors receive IBM shares (or, at Citigroup’s option, cash) based on a fixed equity ratio of 4.25260, which may be worth far less than principal, including zero. The securities are unsecured obligations subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, may have limited or no liquidity, and carry complex U.S. tax and withholding considerations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Russell 2000® and S&P 500® indices, maturing August 9, 2028, with monthly observation dates.

The notes pay a contingent coupon of 0.7225% per month (annualized 8.67%) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. Principal is protected only if, at final valuation, the worst-performing index is at or above 60% of its initial value; otherwise, repayment is reduced one-for-one with the index loss, down to zero.

Citigroup may call the notes in whole on specified dates, paying $1,000 plus any due coupon, which can shorten the term. The issue price is $1,000 per note, including up to $7.50 in underwriting fees; the initial estimated value is $987.50, reflecting selling, structuring and hedging costs. Investors face full issuer and guarantor credit risk, complex payoff terms, potential illiquidity, and uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable unsecured notes linked to the worst performer of the EURO STOXX 50® Index and the Nasdaq-100 Index®, with a stated principal amount of $1,000 per security and total issuance of $884,000. The notes pay no interest and may be automatically redeemed on scheduled valuation dates from August 4, 2027 through August 4, 2031 if the worst-performing index closes at or above 90% of its initial level, triggering return of principal plus a fixed premium of 10.12% to 50.60% of principal depending on the call date.

If not called, at maturity on August 7, 2031 investors receive principal plus the 50.60% premium if the worst performer is at or above its 90% autocall barrier, par if it is below that level but at or above the 85% final barrier, and a 1-for-1 loss with index decline if it finishes below the final barrier, with no minimum repayment. Initial index levels are 6,486.70 for the EURO STOXX 50® and 29,733.16 for the Nasdaq-100, with corresponding 90% autocall and 85% final barriers. The issue price is $1,000, including up to $41 underwriting fee, versus an estimated value of $958.60, and the notes carry full Citigroup credit risk, limited liquidity and complex tax and market risks.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk Medium-Term Senior Notes, Series N, linked to the SOFR CMS spread (SOFR CMS30 minus SOFR CMS5), maturing on November 9, 2026, at an issue price of $1,000 per security.

At maturity, investors receive a minimum of $232.3931624 and up to a maximum of $2,796.4957265 per $1,000, depending on how much the SOFR CMS spread on the valuation date exceeds the 0.354% strike, multiplied by a leverage factor of 854.7008547 and capped at the maximum payment. If the yield curve does not steepen significantly, or flattens or inverts, investors incur a substantial loss of principal. The estimated value on the pricing date is expected between $950.00 and $1,000.00 per security, reflecting Citigroup Global Markets Inc.’s proprietary models and internal funding rate, and the notes are subject to complex tax treatment as prepaid financial contracts.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., offers Autocallable Contingent Coupon Equity Linked Securities linked to the worst of the Nasdaq‑100, Russell 2000 and S&P 500 indices, each with a $1,000 stated principal amount and maturing on August 17, 2029, unless called earlier.

Investors may receive monthly contingent coupons of 0.7083% (about 8.50% per annum) only when the worst performing index on a valuation date is at or above 70% of its initial value. The notes are automatically redeemed at par plus coupon on specified dates if the worst index is at or above its initial value. If not called, and the worst index finishes below its 70% final barrier, repayment of principal is reduced 1% for each 1% decline, down to zero, meaning investors may lose all of their investment and may receive no coupons. The securities are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the issuer expects the initial estimated value to be at least $915 per note, below the $1,000 issue price.

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, due August 17, 2029, under its Medium‑Term Senior Notes, Series N program.

The notes pay a contingent coupon of 0.8958% per month (about 10.75% per annum) only if, on each valuation date, the worst performing index is at or above its coupon barrier, set at 70% of its initial value. On designated potential autocall dates, if the worst index is at or above its initial value, the notes are automatically redeemed at $1,000 plus the coupon, which can cap investors’ total income.

If not called, maturity payoff depends solely on the worst index: if its final level is at or above 70% of its initial value, investors receive $1,000 per note (plus any final coupon); otherwise they receive $1,000 × (1 + underlying return), exposing principal 1‑for‑1 to downside, with no minimum and potential total loss. Investors do not receive dividends or upside from any index and face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per note, including up to $8.00 underwriting fee, while the estimated value on the pricing date is expected to be at least $931.50, reflecting embedded costs and hedging.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked notes tied to the worst performer of the iShares Russell 2000 ETF, the Nasdaq-100 Index and the S&P 500 Index, maturing on August 30, 2029. Each security has a $1,000 stated principal amount and pays a 2.575% quarterly contingent coupon (equivalent to 10.30% per annum) only if, on the relevant valuation date, the worst-performing underlying is at or above its coupon barrier set at 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 underlying is at or above its 70% final barrier; otherwise, principal is reduced one-for-one with the underlying’s loss, potentially to zero. The issue price is $1,000, with underwriter fees up to $18.50 and estimated value at least $921, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due August 16, 2029, with a $1,000 stated principal amount per security. Payments depend on the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index.

The notes pay a 0.9917% contingent coupon per month (about 11.90% per year) only if, on each valuation date, the worst-performing index is at or above its coupon barrier, set at 70% of its initial level. If any valuation date is below this barrier, no coupon is paid for the following period. At maturity, if not previously called and the worst-performing index is at or above 70% of its initial level, investors receive $1,000 plus any final coupon; otherwise repayment is $1,000 plus the index return of the worst performer, exposing investors to losses up to their entire principal.

The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon, capping future income. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., include an underwriting fee of up to $6.50 per security, and have an estimated initial value of at least $939.00 per security, below the issue price due to structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, maturing on August 19, 2030.

Each security has a $1,000 stated principal amount and pays a 1.00% quarterly contingent coupon (12.00% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70.00% of its initial value. If the notes are not redeemed and the worst-performing index finishes below 70.00% of its initial value at maturity, repayment is reduced 1% for each 1% decline, down to zero, exposing investors to substantial loss of principal. Citigroup may redeem the notes in whole on specified dates at $1,000 plus any due coupon. All payments depend on the credit 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 International Business Machines Corporation (IBM), due August 16, 2029. Each security has a $1,000 stated principal amount.

The notes pay a contingent coupon of 3.525% per quarter (14.10% per annum) only if IBM’s closing value on the relevant valuation date is at or above a coupon barrier set at 50% of the initial underlying value. The same 50% level is the final barrier that determines principal protection at maturity.

On specified potential autocall dates, if IBM’s closing value is at or above its initial value, the notes are automatically redeemed for $1,000 plus the applicable coupon, ending further payments. If not called and IBM’s final value is at or above the final barrier, investors receive $1,000 (plus any final coupon). If IBM’s final value is below the final barrier, investors receive IBM shares (or, at Citigroup’s option, cash) worth less than $1,000 and possibly zero.

The securities are unsecured senior debt, exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and may have limited or no secondary market liquidity. The estimated value on the pricing date is expected to be at least $916.50 per security, below the $1,000 issue price, reflecting selling costs, hedging and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured autocallable securities linked to the worst performing of the Dow Jones Industrial, Nasdaq-100 Index® and Russell 2000® Index, due August 14, 2031. Each security has a $1,000 stated principal amount and pays no interest.

The notes may be automatically redeemed on scheduled valuation dates starting August 11, 2027 if the worst performing index is at or above its initial value, repaying $1,000 plus a fixed premium that steps up from at least 11.00% to 55.00% of principal over time. If not called, at maturity investors receive $1,000 plus the final premium if the worst index is at or above its initial value, $1,000 if it is below the initial value but at or above 70.00% of its initial value, or a loss matching the negative return of the worst index if it finishes below that barrier.

Investors forgo dividends and any upside beyond the fixed premiums, face full downside exposure below the barrier, limited liquidity, complex tax treatment and 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 $900.00 per $1,000 security, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering 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 August 19, 2031.

Each $1,000 note pays a 0.6667% contingent coupon per month (about 8.00% per year) only if the worst-performing index on the relevant valuation date is at or above its 70% coupon barrier. The notes can be automatically called on specified dates if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon. If not called and the worst index finishes below its 70% final barrier, investors lose principal one-for-one with that decline, potentially down to zero, and receive no final coupon.

The notes are unsecured obligations of Citigroup Global Markets Holdings Inc., subject to the credit risk of both the issuer and Citigroup Inc., with limited expected secondary market liquidity. The issue price is $1,000, including up to a $34 underwriting fee, while the estimated value on the pricing date is expected to be at least $909 per note, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, with a stated principal amount of $1,000 per security and total issuance of $4,003,000.00. The pricing date is August 3, 2026, issue date August 6, 2026, and—unless called earlier—maturity on August 11, 2033.

The notes pay a contingent coupon of 1.5833% per month (approximately 19.00% per annum) only when the index closes on the prior valuation date at or above the coupon barrier of 1,207.176 (70% of the initial value 1,724.537). If, on any trading day from August 6, 2027 until shortly before final valuation, the index closes at or above its initial value, the notes are automatically redeemed at $1,000 per security (plus any due coupon if the trigger day is a valuation date).

At maturity, if not redeemed early, investors receive $1,000 per security if the final index value is at or above the final barrier of 1,034.722 (60% of initial); otherwise, principal is reduced one-for-one with index losses, potentially to zero and without any final coupon. The estimated value is $894.60 per security, below the $1,000 issue price, reflecting structuring and hedging costs. The issuer highlights significant market, index-methodology, credit, liquidity and tax risks, including possible 30% withholding on coupon payments to certain non-U.S. holders and early issuer redemption upon specified index methodology changes.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured senior Buffered Digital TOPIX Index-Linked Notes with a term expected to be 12 to 14 months. The notes pay no interest and do not guarantee repayment of principal. At maturity, if the TOPIX® Index final level is at least 90.00% of the initial level, holders receive a threshold settlement amount expected to be between $1,095.20 and $1,112.00 per $1,000, a contingent return of about 9.52%–11.20%. If the index falls by more than the 10.00% threshold amount, investors lose approximately 1.1111% of principal for each 1% decline beyond that threshold and could lose their entire investment. The notes will not be listed, may have limited or no liquidity, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and their estimated value on the trade date will be less than the issue price due to fees, hedging costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,150,000 of Autocallable Barrier Securities linked to the EURO STOXX 50® Index, at $1,000 per security, maturing July 31, 2031. The notes pay no interest and do not guarantee principal.

The securities may be automatically redeemed on scheduled valuation dates from 2027–2030 if the index closes at or above the initial level of 6,289.51, paying $1,000 plus a fixed premium of 11.35%, 22.70%, 34.05%, or 45.40%, depending on the year. If held to maturity, investors receive: $1,000 plus the greater of a 30% premium or 100% participation in index gains if the final level is at or above the initial; par if the index is below the initial but at or above the barrier of 4,717.133 (75%); or 1‑for‑1 downside exposure below the barrier, up to total loss.

Investors forego dividends and accept credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is $964.30 per security, below the issue price, reflecting selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable Contingent Coupon Equity Linked Securities due July 19, 2029, linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index.

Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 0.9333% per period (about 11.20% per annum) only if, on the relevant valuation date, the worst performing index is at or above 70.00% of its initial value. Principal is repaid at maturity only if the worst performing index is at or above 65.00% of its initial value; otherwise investors lose 1% of principal for each 1% decline, potentially losing their entire investment.

Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The estimated value on the pricing date is expected to be at least $934.50 per security, below the issue price, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., with limited liquidity and complex U.S. tax treatment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity Linked Securities due August 10, 2028, linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000® Index and the S&P 500® Index. Each security has a $1,000 stated principal and may pay a quarterly contingent coupon of at least 0.9417% (about 11.30% per year) if, on the relevant valuation date, the worst performing index is at or above 75% of its initial value. At maturity, if not called, investors receive $1,000 per security only if the worst index is at or above 70% of its initial value; otherwise, repayment is reduced one-for-one with the index decline and can fall to zero. The issuer may redeem the notes early 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 or no secondary market, 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, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering buffer securities linked to the S&P 500 Futures Excess Return Index, maturing on August 5, 2031, with a stated principal amount of $1,000 per security. The amended supplement revises totals to an aggregate issue price of $90,000, total underwriting fee of $450 and proceeds to issuer of $89,550. The securities provide a 20.00% downside buffer: if the index decline does not exceed this buffer, investors receive $1,000 at maturity. If the index rises, investors receive $1,000 plus the index gain multiplied by a 175.00% upside participation rate. If the index falls beyond the buffer, principal is reduced 1% for each 1% decline beyond 20%, exposing investors to substantial loss. The initial index value on July 31, 2026 was 598.42, and the estimated value of each security on the pricing date is $940.50, below the issue price, reflecting dealer pricing and funding assumptions. The notes do not pay dividends, are not bank deposits or FDIC insured, and involve complex market, valuation and tax risks.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index, maturing on July 6, 2029. Each security has a $1,000 stated principal amount.

The notes pay a contingent coupon of 0.9625% of principal per contingent coupon period (equivalent to 11.55% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier, set at 75% of its initial value. Principal is protected at maturity only if the worst performing index is at or above its final barrier, set at 65% of its initial value; otherwise repayment is reduced one-for-one with that index’s negative return, potentially to zero.

Citigroup may redeem the securities early on specified potential redemption dates at $1,000 per security plus any due coupon. The total offering is $2,266,000.00, with an underwriting fee of up to $10.00 per security and estimated value of $979.50 per security, reflecting structuring and funding costs. The securities involve significant market, credit, structural and tax risks and are intended for investors who understand worst-of equity-linked, callable, contingent-coupon structures.

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, Russell 2000 and S&P 500 indices, due July 6, 2029. The notes have a stated principal amount of $1,000 per security, total issue price of $2,451,000.00, total underwriting fee of $18,528.13 and total proceeds to the issuer of $2,432,471.87.

Investors may receive a 0.9417% monthly contingent coupon (about 11.30% per annum) only if, on each valuation date, the worst performing index is at or above 70% of its initial value. At maturity, if the worst performing index is at or above its 70% final barrier, investors receive $1,000 per note plus any final coupon; if it is below, principal is reduced one-for-one with the index loss, potentially to zero.

The notes are callable in whole on specified dates at $1,000 plus any coupon. The initial index levels include 28,274.20 for the Nasdaq-100, 2,931.339 for the Russell 2000 and 7,489.72 for the S&P 500. The estimated value is $979.80 per note, below the issue price, reflecting structuring and hedging costs. The product carries complex market, credit, liquidity and tax risks, and may pay no coupons and return substantially less than principal.

Citigroup Global Markets Holdings Inc., fully 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, due August 28, 2031, at a $1,000 stated principal amount per security.

Investors may receive a 0.6417% contingent coupon per month (about 7.70% per annum) only if, on each valuation date, the worst performing index is at or above 75% of its initial value. Starting August 25, 2027, if the worst index is at or above 90% of its initial value on a potential autocall date, the notes are automatically redeemed at $1,000 plus the coupon.

If not called, at maturity holders receive $1,000 if the worst index is at or above 70% of its initial value, otherwise principal is reduced 1-for-1 with the worst index loss, potentially to $0. The notes are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market, and have an estimated value on the pricing date of at least $905.50 per $1,000 security, below the issue price.

Citigroup Global Markets Holdings Inc., fully 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, maturing on August 28, 2031 with a stated principal of $1,000 per security.

The notes pay a 0.7042% monthly contingent coupon (about 8.45% per annum) only if, on each valuation date, the worst-performing index is at or above 75.00% of its initial value. They may be automatically redeemed on specified autocall dates if the worst-performing index is at or above 95.00% of its initial value, returning $1,000 plus the coupon.

If not called and the worst-performing index is at least 70.00% of its initial value at final valuation, investors receive $1,000; otherwise repayment is reduced one-for-one with the index loss, potentially to zero. The issue price is $1,000, with an underwriting fee up to $35 and estimated value of at least $902.50, 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 medium-term senior notes linked to the worst performer of the Dow Jones Industrial Average™, Russell 2000® Index and S&P 500® Index, with a stated principal amount of $1,000 per security and final maturity on August 16, 2032, unless called earlier.

On scheduled valuation dates from November 2027 through August 2032, if the worst performing index is at or above 90% of its initial value, the notes are automatically redeemed at $1,000 plus a fixed premium, starting at 11.9375% of principal and rising to 57.3000% on the final valuation date. If held to maturity and not called, investors receive $1,000 plus the final premium if the worst index is at or above 80% of its initial value, $1,000 if it is between 75% and 80%, and $1,000 plus the index return (which may be negative) if it is below 75%.

The issuer expects the estimated value on the pricing date to be at least $934.00 per $1,000 security, reflecting CGMI’s proprietary pricing models and internal funding rate. The securities do not pay dividends on the underlying indices, can result in significant loss of principal, and are expected to be treated as prepaid forward contracts for U.S. federal income tax purposes, with additional considerations for Non-U.S. Holders under Section 871(m).

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, Nasdaq-100 Index® and Russell 2000® Index, due August 28, 2031. The notes have a $1,000 stated principal amount and pay a contingent coupon of 0.7458% per month (about 8.95% per annum) only if, on each valuation date, the worst-performing index is at or above 75% of its initial value. From August 25, 2027, the notes are automatically called on specified dates if the worst-performing index is at or above its initial value, returning $1,000 plus the coupon. If not called, and on the final valuation date the worst-performing index is at or above 70% of its initial value, investors receive $1,000 (plus any final coupon); otherwise repayment is $1,000 + $1,000 × index return, exposing investors to losses up to their entire principal. The issue price is $1,000, including an underwriting fee of up to $35, for minimum issuer proceeds of $965 per note; the estimated value on the pricing date is expected to be at least $897, 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 notes may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable senior unsecured notes linked to the worst performer of the Dow Jones Industrial, Russell 2000® Index and S&P 500® Index, with a $1,000 stated principal amount per security and no periodic interest.

The notes may be automatically redeemed on scheduled valuation dates from February 2028 through May 2032 if the worst-performing index is at or above 90% of its initial value, paying $1,000 plus a fixed premium that steps from 15% up to 60% by the final valuation date. If not redeemed, at maturity in August 2032 investors receive $1,000 plus the final premium if the worst index is at or above 90% of its initial value, $1,000 if it is at or above 75%, and otherwise $1,000 reduced 1% for every 1% decline in that index, exposing investors to substantial principal loss.

Investors do not receive dividends or upside beyond the fixed premiums, face correlation and small-cap risks (via the Russell 2000® Index), rely on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and are subject to limited liquidity and tax- and valuation-related uncertainties, including an estimated initial value of at least $939 per security, below the issue price.

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, due August 14, 2031. Each security has a $1,000 stated principal amount and pays no interest.

On scheduled valuation dates from February 2028 to August 2031, the notes are automatically redeemed if the worst-performing index is at or above 85% of its initial level, paying $1,000 plus a fixed premium that steps up from 14.475% to 48.25%. If not called, at maturity investors receive $1,000 plus the final premium if the worst index is at or above the 85% autocall barrier, $1,000 if it is between 75% and 85% of its initial level, and a loss matching the full downside of the worst index if it finishes below 75%, potentially losing all principal. Investors forgo dividends, face limited or no secondary market liquidity, and are exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer expects the initial estimated value to be at least $934.50 per $1,000 security, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities linked to The Goldman Sachs Group, Inc. common stock, maturing August 10, 2028. Each security has a stated principal amount of $1,000.

Investors may receive contingent coupons of 2.65% of principal per valuation date, equivalent to 10.60% per annum, but only when the underlying’s closing value is at or above a coupon barrier set at 60.00% of the initial underlying value. Missed coupons can be paid later if the barrier is again met, but may be lost entirely.

The notes are autocallable on specified dates starting February 8, 2027 if the underlying is at or above its initial value, in which case investors receive $1,000 plus the applicable coupon and any unpaid coupons. If not called, and the final value is below a 60.00% final barrier, repayment is reduced one-for-one with the underlying’s loss, down to zero. The notes do not provide dividend participation or upside beyond coupons, are unsecured obligations subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, and may have limited secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked senior notes due August 17, 2029, linked to the worst performer of the Nasdaq-100 Index® and the VanEck® Gold Miners ETF. Each security has a $1,000 stated principal amount and pays a 1.0458% contingent coupon per valuation period (about 12.55% per annum) only if, on the prior valuation date, the worst performing underlying is at or above 70% of its initial value.

Beginning February 16, 2027, the notes are automatically called if on a potential autocall date the worst performing underlying is at or above its initial value, returning $1,000 plus the coupon. If not called, maturity repayment depends on the final value of the worst performer: investors receive full principal if it is at or above 60% of its initial value, or $1,000 plus $1,000 × underlying return if below, which can result in a significant loss, up to total loss. The notes are unsecured and subject to the credit risk of both issuers, have limited expected liquidity, and an estimated value on the pricing date of at least $891 per security, below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured autocallable securities linked to the worst performer of the EURO STOXX 50®, MSCI EAFE® and MSCI Emerging Markets indices, in $1,000 denominations, for an aggregate stated principal amount of $3,985,000, maturing August 7, 2031.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above 95% of its initial value, returning $1,000 plus a fixed premium (from 16.15% to 80.75% of principal, depending on the date). If not called, at maturity investors receive: principal plus the final premium if the worst index is at or above its 95% autocall barrier; principal only if it is below 95% but at or above 75%; or a loss matching the full negative return of the worst index if it finishes below 75%, potentially reducing repayment to zero.

Key terms include initial index levels of 6,426.50 (EURO STOXX 50®), 3,190.79 (MSCI EAFE®) and 1,651.40 (MSCI Emerging Markets), with corresponding 95% autocall and 75% final barriers. The issue price is $1,000 per security, with an estimated value of $972.80, underwriting fees up to $20 per note and proceeds to the issuer of $980 per note, all subject to Citigroup credit risk and limited secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Barrier Digital Plus Securities linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, maturing August 8, 2033, with a stated principal of $1,000 per security.

At maturity, if the worst-performing index is at or above its initial value, holders receive $1,000 plus the greater of a fixed digital return of $778.00 (77.80%) or 1‑to‑1 participation in that index’s gain. If it is below its initial value but at or above its final barrier value of 75% of initial, investors receive only the $1,000 principal. If it is below the barrier, repayment is reduced 1‑for‑1 with the index loss, down to possible total loss of principal.

The issue price is $1,000, including up to a $46.00 underwriting fee, with minimum proceeds to the issuer of $954.00 per security and an estimated value of $941.60 based on Citigroup’s models. The securities pay no interest, provide no dividends on the indices, may have limited or no secondary market, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. U.S. tax treatment is intended as a prepaid forward contract, but is uncertain.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, maturing on August 8, 2034, in $1,000 denominations. The notes pay no interest and do not guarantee return of principal.

The notes auto-redeem early if, on any scheduled valuation date, the index closing value is at least the initial value of 687.7007, paying $1,000 plus a growing fixed premium (up to 162.80% of principal on the final valuation date). If not called and the final index value is at or above the final barrier of 343.85 (50% of initial), holders receive $1,000 plus the final premium; otherwise payoff is $1,000 plus $1,000 times the index return, exposing investors to 1:1 downside and possible total loss.

The underlying index targets 40% volatility with leverage up to 500%, includes a 6% per annum decrement, and references S&P 500 futures, which embed financing costs and may underperform the S&P 500 Index. The estimated value is $888.80 per $1,000 note, 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 callable contingent coupon equity linked securities tied to the worst performer of the Russell 2000 Index, the S&P 500 Index and the SPDR S&P Regional Banking ETF (KRE), maturing August 8, 2028, at $1,000 per security.

Investors may receive a 10.50% annualized contingent coupon (2.625% per quarter) only if, on each valuation date, the worst performing underlying is at or above its 65.00% coupon barrier. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon.

If held to maturity and not called, principal is fully returned only if the worst performer is at or above its 65.00% final barrier. Otherwise, repayment is reduced one-for-one with the underlying’s decline, potentially to $0. The issue price is $1,000, with an estimated value of $971.20, reflecting selling, structuring and hedging costs and the use of an internal funding rate. 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 issuing unsecured Callable Contingent Coupon Equity Linked Securities tied to the worst performing of the Dow Jones Industrial Average, Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, maturing August 8, 2029. The notes have a $1,000 denomination and offer a contingent coupon of 1.225% per period (equivalent to 14.70% per annum) on each observation date only if the worst performing index is at or above 90% of its initial level. Principal is protected only down to a 30% buffer; if the worst index finishes below 70% of its initial level, repayment is reduced 1% for each percentage point drop beyond that, up to substantial loss of principal.

Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The total offering is $11,214,000, with a per‑note issue price of $1,000, underwriting fee up to $6, and estimated value of $999.70. Investors face issuer and guarantor credit risk, complex payoff terms, potential illiquidity, and uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Barrier Digital Plus Securities linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000® Index and the S&P 500® Index, maturing August 8, 2030, with a stated principal of $1,000 per security.

At maturity, if the worst performing index ends at or above its initial level, investors receive $1,000 plus the greater of a fixed digital return of $528.50 (52.85%) or 1‑to‑1 participation in that index’s gain. If it is below the initial level but at or above its 75% barrier, principal is repaid. If it finishes below the barrier, repayment is reduced 1% for each 1% decline from the initial level, down to zero. The total offering is $3,493,000 at $1,000 per note, with an underwriting fee of $16 per security and per‑note proceeds of $984; the initial estimated value is $982.30, reflecting structuring and hedging costs. The notes pay no interest, forgo all index dividends, may have limited secondary liquidity, 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 callable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the State Street® Utilities Select Sector SPDR® ETF. Each security has a $1,000 principal amount, with total offering proceeds of $765,000, a pricing date of August 3, 2026 and maturity on November 8, 2028, unless earlier redeemed.

The notes pay a contingent coupon of 0.9808% per month (about 11.77% per annum) only if, on each valuation date, the worst-performing underlying is at or above its coupon barrier (70% of its initial value). Principal is protected only if, on the final valuation date, the worst-performing underlying is at or above its final barrier (65% of its initial value; otherwise repayment is reduced one-for-one with the underlying loss, down to zero.

Citigroup may redeem the notes in whole on specified dates at $1,000 plus any due coupon, capping future income. The estimated value is $983.70 per note, below the $1,000 issue price, reflecting selling, hedging and funding costs. Investors face full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., potential loss of all principal, no dividend or upside participation in the underlyings, limited liquidity, model and correlation risk, and uncertain and potentially adverse U.S. tax treatment (including possible 30% withholding for non-U.S. holders).

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices, maturing August 8, 2029. The stated principal amount is $1,000 per security, with an aggregate offering of $500,000.

On each valuation date, a contingent coupon of 1.1583% of principal (about 13.90% per annum) is paid only if the worst-performing index is at or above its coupon barrier, set at 75% of its initial value; otherwise no coupon is paid. At maturity, if not previously redeemed and the worst-performing index is at or above its final barrier (also 75% of initial), investors receive $1,000 plus any final coupon. If it is below the final barrier, repayment is $1,000 plus $1,000 × the index return of the worst performer, exposing investors to losses up to a total loss of principal.

Citigroup may call the securities in whole on specified dates, paying $1,000 plus any due coupon. The issue price is $1,000 with an underwriting fee up to $7.50 and estimated value of $992.40, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.