Citigroup Inc 424B Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Medium-Term Senior Notes, Series N, in the form of autocallable securities linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, due August 19, 2031. The notes have a $1,000 stated principal amount, pay no interest and do not provide full principal protection. On each annual valuation date from August 17, 2027 to August 14, 2031, the notes will be automatically redeemed at $1,000 plus a premium if the worst performing index is at or above its initial value, with minimum premiums stepping from 9.05% to 45.25% of principal over the term. If not called, at maturity investors receive principal plus the final premium if the worst index is at or above its initial value, principal only if it is between the initial value and 70% of that initial value, and otherwise incur a loss matching the negative return of the worst index. The issuer expects the estimated value on the pricing date to be at least $900 per note, versus a $1,000 issue price, with an underwriting fee of up to $41.25 per note and proceeds to the issuer of $958.75 per note, 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 issuing unsecured 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, maturing August 15, 2031, with issuer call rights.

The notes pay a contingent coupon of 0.7792% per month (about 9.35% per annum) only if on each valuation date the worst-performing index is at or above 70% of its initial value. At maturity, full principal is repaid only if the worst performer is at or above 60% of its initial value; otherwise repayment is reduced in line with the index loss and can be zero.

The stated principal amount is $1,000 per security, with an issue price of $1,000, an underwriting fee of up to $6.50 and expected estimated value on the pricing date of at least $935.50. Investors face Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk and limited or no liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities with a stated principal amount of $1,000 per security, linked to the worst performer of the Invesco QQQ Trust, Series 1 and the SPDR S&P 500 ETF Trust, maturing August 13, 2029.

The notes pay a contingent coupon of 2.25% per quarter (9.00% per annum) only if, on each valuation date, the worst-performing ETF is at or above its coupon barrier, set at 70% of its initial value. Missed coupons can be recouped later if the barrier is met, but may be lost entirely. The notes are automatically called at par plus coupon if, on any potential autocall date, the worst-performing ETF is at or above its initial value, which can cap total return.

If not called and the worst-performing ETF finishes below its 70% final barrier, investors receive ETF shares (or cash) worth the ETF’s final value times a fixed equity ratio (approximately 1.38 QQQ or 1.30 SPY shares per note based on the disclosed ratios), resulting in potentially large principal losses, up to 100%. Initial ETF levels are $723.85 for QQQ and $771.33 for SPY. The issue price is $1,000, with estimated value at least $932, including an underwriting fee of $13.50 per note, and all payments are subject to Citigroup’s credit risk and limited 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 Russell 2000® Index and the S&P 500® Index, due August 9, 2029, at a stated principal amount of $1,000 per security.

The notes pay a contingent coupon of 1.6875% per quarter (6.75% per annum) only if, on each valuation date, the worst-performing index is at or above its coupon barrier, set at 65.00% of its initial value; otherwise no coupon is paid. Beginning February 5, 2027, the notes are automatically called if the worst performer is at or above its initial value, returning $1,000 plus the coupon.

If not called, at maturity investors receive $1,000 only if the worst-performing index is at or above its final barrier (65% of initial). Otherwise, repayment is $1,000 plus the index return of the worst performer, exposing principal to 1-for-1 downside with potential for a total loss. The estimated value on the pricing date is expected to be at least $918.00 per security, below the $1,000 issue price; the per-security underwriting fee is up to $23.50, with net proceeds of $976.50 to the issuer. 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 with a total principal of $1,230,000, each with a $1,000 stated amount, linked to the worst performing of the Dow Jones Industrial Average and the Nasdaq-100 Index® and maturing on August 3, 2029.

The notes pay a 0.80% quarterly contingent coupon (annualized 9.60%) only when the worst-performing index on a valuation date is at or above 70% of its initial level. Principal is protected only down to a 20% buffer; if the worst-performing index finishes below 80% of its initial level, repayment is reduced 1% for each 1% drop beyond the buffer, potentially down to a significant loss of principal. Citigroup may redeem the notes early at par plus any due coupon on specified dates. The initial index levels are 52,485.03 for the Dow Jones Industrial Average and 28,274.20 for the Nasdaq-100 Index®. The issue price is $1,000 per note (with fee-based accounts as low as $995), versus an estimated value of $991, reflecting embedded costs and dealer margin. 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 liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing unsecured Callable Contingent Coupon Equity Linked Securities maturing on August 3, 2029. These notes are linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index, each with a coupon and principal barrier set at 70.00% of its initial value.

The notes pay a contingent coupon of 1.1083% per month (about 13.30% per annum) only if, on each valuation date, the worst performing index is at or above its coupon barrier; otherwise no coupon is paid. At maturity, if not previously called, investors receive $1,000 per note only if the worst performing index is at or above its final barrier; otherwise repayment is reduced one-for-one with the index decline, down to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated value on the pricing date, $990.60 per note, is below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable unsecured notes due August 5, 2031 linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal amount, no interest and no guaranteed principal repayment.

The notes may redeem early if, on any annual valuation date before maturity, the index closes at or above its initial level of 664.7982, paying $1,000 plus a premium that steps from 32% in 2027 up to 160% in 2031. If not called, maturity payment depends on the final index level: full principal plus the 160% premium if at or above the initial level; principal only if between the initial level and the 50% barrier of 332.399; otherwise a 1‑for‑1 loss with the index decline, down to zero.

The index itself is complex and risky, using a 40% volatility target with leverage up to 500%, a 6% per annum decrement, and futures-based exposure expected to underperform the S&P 500® Index. The issue price is $1,000 per note, including up to a $10 underwriting fee; the initial estimated value is $915. Investors bear Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk and limited secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity Linked Securities maturing on February 3, 2028. Each security has a $1,000 principal amount and is linked to the worst performing of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index.

Investors may receive a 0.8417% monthly contingent coupon (about 10.10% per annum) on each valuation date only if the worst-performing index is at or above 70% of its initial value. Citigroup may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon, which can shorten the investment and cap total income.

If the notes are held to maturity and not called, principal is fully repaid only if the worst-performing index on the final valuation date is at or above its 70% final barrier. If it is below that barrier, repayment is reduced one-for-one with the index decline, down to zero. Investors do not receive dividends or index upside and face the unsecured credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000, while the issuer’s estimated value is $974.20, reflecting embedded costs and dealer profit.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities due August 5, 2031, linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each security has a $1,000 principal amount and pays a 0.6667% quarterly contingent coupon (about 8.00% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 70.00% of its initial level.

The notes can be automatically called on specified autocall dates if the worst-performing index is at or above its initial level, in which case investors receive $1,000 plus the coupon and no further payments. If not called, at maturity investors receive $1,000 if the worst-performing index is at or above its 70.00% final barrier; otherwise they incur a 1% loss of principal for each 1% decline in that index, with potential loss of the entire investment and no final coupon. The initial offering totals $1,920,000, with an underwriting fee of $36.50 per note and an estimated value of $954.40 per note. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the notes are expected to have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities due August 3, 2029, linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Index. Each $1,000 security may pay a quarterly contingent coupon of 1.8125% (equivalent to 7.25% per annum) if, on the relevant valuation date, the worst performing index is at or above its coupon barrier (55% of its initial value). Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon.

If the securities are held to maturity and not redeemed, investors receive $1,000 per security only if the worst performing index on the final valuation date is at or above its final barrier (also 55% of initial). Otherwise, repayment of principal is reduced one-for-one with the index decline and may be as low as $0, with no final coupon. Investors do not receive dividends or upside participation in either index and face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited liquidity, complex tax treatment and an initial estimated value of $990.80 per $1,000, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the EURO STOXX 50® Index, Russell 2000® Index and S&P 500® Index, maturing August 3, 2029. The notes pay a 2.00% quarterly contingent coupon (8.00% per annum) only if, on each valuation date, the worst-performing index is at or above its coupon barrier, set at 61.30% of its initial value. 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.

If not called, at maturity investors receive $1,000 per note only if the worst-performing index is at or above its final barrier (also 61.30% of initial). Otherwise, principal is reduced 1% for each 1% decline in that index, with no minimum repayment, and coupon at maturity is forfeited. The issue price is $1,000 per note, with total issuance of $813,000, an underwriting fee of $23.50 per note, and an estimated value of $971.40. Investors face full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and limited or no 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 Nasdaq-100 Index, the Russell 2000 Index and the S&P 500 Index, maturing August 5, 2031.

Each $1,000 security pays a 1.3583% contingent coupon per period (about 16.30% per annum) only if the worst-performing index on the prior valuation date is at or above 80% of its initial level. Principal is fully repaid at maturity only if the worst-performing index on the final valuation date stays at or above this 80% final barrier; otherwise repayment is reduced one-for-one with the index decline and can fall to zero.

Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The issue price is $1,000 per security, with an estimated value of $989.10, a $5.00 per-security underwriting fee and total proceeds to the issuer of $2,069,600, and investors face both market risk on the indices and the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., along with limited expected liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities due August 3, 2029, linked to the worst performing of the EURO STOXX 50®, Nasdaq‑100® and S&P 500® indices. Each security has a $1,000 stated principal amount and pays a contingent coupon of 2.8125% per quarter (11.25% 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.

The notes are subject to automatic early redemption on specified potential autocall dates if the worst performing index is at or above its initial value, in which case holders receive $1,000 plus the applicable coupon. If the notes are not called and, on the final valuation date, the worst performing index is below its final barrier (also 75% of initial), the maturity payment is $1,000 plus $1,000 times that index’s return, exposing holders to 1:1 downside and potential loss of all principal. Investors forego dividends and any upside in the indices and face credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The total offering is $1,567,000, with an underwriting fee of up to $20 per security and an estimated value of $973 per $1,000 on the pricing date, reflecting dealer costs, hedging and use of an internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $534,000 of autocallable contingent coupon equity-linked securities tied to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, maturing August 5, 2031. Each $1,000 note pays a monthly contingent coupon of 1.4167% (about 17.00% per annum) only when the index is at or above the coupon barrier of 60% of its initial value; otherwise no coupon is paid.

The notes may be automatically called on many scheduled dates if the index is at or above its initial level, returning $1,000 plus the coupon. If not called and the final index value is below the 60% final barrier, repayment is reduced one-for-one with the index decline, down to possible zero principal. The underlying index is highly complex, can use up to 500% leverage, and is reduced by a 6% per annum decrement, so it may significantly underperform the S&P 500 Index. The notes are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have limited liquidity, an estimated value of $931 per note below the $1,000 issue price, and involve uncertain and potentially adverse U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing market-linked securities due February 3, 2028 tied to the Citi Dynamic Asset Selector 5 Excess Return Index. The notes have an aggregate principal of $145,000, or $1,000 per security, and pay no periodic interest.

At maturity, investors receive $1,000 plus a return amount that equals 150% of any positive index return; if the index level on the valuation date (January 31, 2028) is at or below the initial level of 228.24, only principal is repaid. The index is a rules-based strategy rotating among equity and Treasury futures with a 5% volatility target and an annual 0.85% index fee, which can materially limit gains.

The issue price is $1,000 with up to a $10 underwriting fee and estimated fair value of $958.90 per note. Liquidity may be limited and all payments are subject to the credit risk of Citigroup entities. For U.S. tax purposes, the notes are treated as contingent payment debt instruments, with a comparable yield of 4.519% and a projected maturity payment of $1,069.144 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities tied to the worst performing of the Dow Jones Industrial Average, Nasdaq‑100 Index® and S&P 500® Index, maturing on August 5, 2030, with a stated principal amount of $1,000 per security.

The notes pay a 2.35% quarterly contingent coupon (9.40% per annum) only if, on each valuation date, the worst performing index is at or above its coupon barrier value, set at 65.00% of its initial value. At maturity, if not called and the worst performer is at or above its final barrier (also 65%), investors receive $1,000 plus any final coupon; otherwise, principal is reduced one-for-one with the index loss and can fall to zero. Citigroup may redeem the notes in whole on specified dates at $1,000 plus any coupon. The total offering is $875,000.00, with per-note proceeds to the issuer of $980.50 and an estimated value of $977.90, reflecting selling, structuring and hedging costs. Investors face full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., market and correlation risk across the three indices, limited liquidity and complex, uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,504,000 of Autocallable Barrier Securities linked to the S&P 500® Index, each with a stated principal amount of $1,000 and maturing on August 5, 2031, unless automatically redeemed earlier.

The notes pay no interest and do not guarantee principal. If on August 3, 2027 the index is at or above the initial value of 7,489.72, the notes are redeemed for $1,116.50 per $1,000 (an 11.65% premium) and terminate. If not called, at maturity holders receive: $1,000 plus leveraged upside at a 150% participation rate if the index is above the initial value; $1,000 if the index is at or below the initial value but at or above the final barrier value of 5,991.776 (80% of the initial); or $1,000 plus the full index return if the index closes below the barrier, exposing investors to 1‑for‑1 downside and up to total loss.

Investors forgo dividends, face limited or no liquidity, and are fully exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is $990.40 per $1,000, reflecting embedded costs and hedging profits.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities due August 3, 2029, with a $1,000 stated principal amount per security. The notes are linked to the worst performing of the EURO STOXX 50® Index, Russell 2000® Index and S&P 500® Index, exposing investors to the full downside of whichever index performs worst.

The securities pay a 2.025% contingent coupon per quarter (8.10% 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. Automatic early redemption can occur on specified dates from February 1, 2027 onward if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon.

If not called, at maturity investors receive $1,000 per security only if the worst-performing index is at or above its final barrier (60% of initial). Otherwise, principal is reduced 1-for-1 with the index loss, potentially to $0. The issue size is $4.2 million, issue price $1,000, with an estimated value of $972.20 per security after 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 be illiquid.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the S&P 500® Index, with a stated principal of $1,000 per security and total offering of $250,000.00, maturing on August 3, 2029 unless called earlier.

The notes pay a contingent coupon of 0.4917% per month (about 5.90% per annum) only if, on each valuation date, the S&P 500 closing value is at or above the coupon barrier of 4,493.832 (60% of the initial level 7,489.72); missed coupons can be paid later if the barrier is met. The notes are autocallable on specified dates if the index is at or above the initial level, in which case investors receive $1,000 plus the applicable coupon and any unpaid coupons.

If not called, principal repayment at maturity depends on the final index level. If the final value is at or above the final barrier of 3,744.86 (50% of initial), investors receive $1,000 (plus the final coupon if the coupon barrier is met). If the final value is below the final barrier, repayment is $1,000 plus $1,000 × index return, exposing investors to losses up to their entire principal and no coupon at maturity. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have limited or no liquidity, and their estimated value of $987.90 per security on the pricing date is below the $1,000 issue price due to selling, structuring and hedging costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity Linked Securities maturing on August 5, 2031, linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index. Each security has a $1,000 stated principal amount and may be redeemed early at Citigroup’s option on specified dates at $1,000 plus any due coupon.

The notes pay a contingent coupon of 0.9083% per month (about 10.90% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier equal to 70% of its initial level. 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 level; otherwise payoff is $1,000 plus $1,000 × the index return of that worst index, exposing investors to losses down to a zero return of principal.

The total offering size is $7,050,000, with no underwriting fee shown; the estimated value is $982 per note, below the issue price, reflecting structuring, hedging costs and issuer funding assumptions. Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the securities are expected to have limited or no liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the S&P 500 Index, maturing on August 3, 2029, in $1,000 denominations and an aggregate offering of $350,000.

The securities pay a 0.5333% contingent coupon per month (about 6.40% per annum) only if, on the relevant valuation date, the S&P 500 closing value is at or above the coupon barrier value of 4,531.281 (60.50% of the initial 7,489.72). Missed coupons can be caught up later if the index recovers above the barrier, but may be lost entirely. The notes are subject to automatic early redemption on specified dates if the index is at or above its initial level, paying $1,000 plus due coupons.

If not called early and the final index value is below the final barrier value of 4,531.281, repayment of principal is reduced one-for-one with the index decline, down to zero. Investors have full downside exposure below the barrier, no upside participation in index gains, no dividends, limited or no liquidity, and are exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The initial estimated value is $987.20 per $1,000 security, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index® and S&P 500® Index, maturing October 5, 2027. Each $1,000 security may pay a contingent coupon of 1.1167% per period (about 13.40% per annum) on scheduled dates if, on the prior valuation date, the worst performing index is at or above its coupon barrier set at 75% of its initial level.

If the notes are not called and, on the final valuation date, the worst performing index is at or above its final barrier (also 75% of initial), investors receive $1,000 plus any final coupon. If it is below the final barrier, repayment is reduced dollar-for-dollar with the index decline, with no minimum principal, potentially resulting in a total loss and no final coupon. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are expected to have limited liquidity, and have an estimated value on the pricing date of $992.60 per $1,000, 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 Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, maturing August 3, 2029. Each security has a $1,000 principal amount and pays a contingent coupon of 0.9917% per month (about 11.90% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial value; otherwise no coupon is paid.

On scheduled autocall dates from February 2027 onward, if the worst-performing index is at or above its initial level, the notes are automatically redeemed at $1,000 plus the coupon, capping future income. If not called, principal repayment at maturity depends solely on the worst-performing index: investors receive $1,000 only if its final level is at least 70% of its initial value; otherwise they incur a 1% loss of principal for each 1% decline, potentially losing their entire investment. The issue size is $493,000, with an underwriting fee of $8 per security and an estimated value of $987, 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 Callable Contingent Coupon Equity Linked Securities maturing on August 5, 2027, linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index. Each security has a $1,000 stated principal amount.

The notes pay a 0.9583% contingent coupon per month (about 11.50% 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 repayment at maturity also depends on this worst performer: if it is at or above its 70% final barrier, investors receive $1,000; otherwise, payoff is $1,000 plus the index return of the worst performer and can fall to zero.

The issuer may call the notes in whole on specified dates in 2027 at $1,000 plus any coupon, capping future income. The estimated value on the pricing date is $992 per $1,000 security, 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 notes may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity linked securities due May 5, 2027, with a $1,000 stated principal amount per security. Payments depend on the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index.

The notes pay a 0.875% contingent coupon each valuation period (equivalent to 10.50% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier value, set at 70.00% of its initial value. Citigroup may redeem the notes early at par plus any due coupon on specified dates in 2027.

If not called, at maturity investors receive $1,000 per note only if the worst performing index is at or above its final barrier value (also 70.00% of initial). Otherwise, repayment is $1,000 plus $1,000 × the index return of the worst performer, exposing investors to a loss of up to their entire investment. Investors do not receive dividends or upside participation in any index and bear the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is $992.90 per security, below the $1,000 issue price, reflecting structuring and distribution costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities tied to the worst performer of the Russell 2000® Index, the Energy Select Sector SPDR® ETF (XLE) and the VanEck® Gold Miners ETF (GDX). Each security has a $1,000 principal amount, a pricing date of July 31, 2026, and, if not called, matures on August 3, 2029.

The notes pay a contingent coupon of 1.5833% per period (about 19.00% 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. Principal protection is conditional: at maturity investors receive $1,000 only if the worst performer is at or above its final barrier, set at 60% of initial value; otherwise the payoff is $1,000 plus the underlying return of the worst performer, exposing investors to losses up to 100% of principal.

The issuer may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon, which can shorten the life of the investment. The estimated value on the pricing date is $970.30 per $1,000 note, below the issue price, reflecting selling, structuring and hedging costs. Investors face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., the risk of missing some or all coupons, market and correlation risks across the three underlyings, limited liquidity, and uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities linked to the worst performer of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index, maturing on August 3, 2029, with a stated principal amount of $1,000 per security.

The securities pay a 0.9083% contingent coupon per month (about 10.90% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its 70% coupon barrier; otherwise no coupon is paid. Principal is at risk: if the worst-performing index on the final valuation date is below its 60% final barrier, repayment is reduced one-for-one with the index decline, down to zero. The notes may be automatically called on specified dates if the worst-performing index is at or above its initial level, in which case investors receive $1,000 plus the applicable coupon. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated value on the pricing date is $986.60 per $1,000, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index, the Russell 2000 Index and the S&P 500 Index, maturing on August 3, 2029. Each security has a $1,000 principal amount and pays a contingent coupon of 1.0708% per period (about 12.85% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level (its coupon barrier value). Citigroup may call the notes in whole on specified dates, paying $1,000 plus any due coupon.

If held to maturity and not called, investors receive $1,000 per security only if the worst-performing index finishes at or above 70% of its initial value; otherwise, repayment is reduced dollar-for-dollar with the index decline, with no principal protection and potential total loss. Investors do not receive dividends or upside participation in the indices and face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The total issuance is $1,070,000, and the estimated value on the pricing date is $991.70 per $1,000 security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing August 5, 2030. Each security has a $1,000 principal amount and pays a 1.0083% contingent coupon per month (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 protected only if at maturity the worst-performing index is at or above its final barrier, set at 60% of its initial value; otherwise, repayment is reduced one-for-one with the index loss and can fall to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The total offering is $5.309 million at $1,000 per note, with an estimated value of $992 per note after internal pricing. 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 issuing callable 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 August 3, 2029. Each security has a $1,000 principal amount and may be redeemed early at Citigroup’s option on specified dates at $1,000 plus any due coupon.

The notes pay a contingent coupon of 1.1458% of principal per observation period (about 13.75% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level. If the worst index is below this coupon barrier, no coupon is paid. If held to maturity and not called, investors receive $1,000 per note only if the worst-performing index is at or above 60% of its initial level; otherwise, repayment is reduced one-for-one with the index decline and can fall to zero.

The structure provides no upside participation or dividends from the indices and carries full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The total offering is $3,075,000, with an issue price of $1,000 and an estimated value of $999.40 per security based on Citigroup’s internal models and funding rate. Liquidity may be limited, and secondary market prices are expected to be below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable barrier securities linked to the S&P 500® Index, maturing August 5, 2031. Each security has a $1,000 stated principal amount and pays no interest or dividends.

The notes may be automatically redeemed on August 3, 2027 at $1,085.50 per security (8.55% premium) if the index is at or above the initial level of 7,489.72. If not redeemed, at maturity investors participate in index gains at a 150% upside participation rate. Principal is protected only if the final index level stays at or above the barrier of 5,991.776 (80% of the initial level); below that, losses match the index decline, down to a possible total loss. The estimated value on the pricing date is $969.00 per security versus a $1,000 issue price, reflecting fees, hedging costs and internal funding assumptions.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Russell 2000 Index and the S&P 500 Index, maturing August 3, 2029. Each security has a $1,000 principal amount and offers a 2.55% contingent coupon per quarter (10.20% per annum) only if the worst-performing index on each valuation date is at or above 70% of its initial level.

If not called and the worst-performing index on the final valuation date is at or above its 70% final barrier, investors receive $1,000 per security (plus the final coupon if the barrier is met). If it is below this barrier, repayment is $1,000 plus $1,000 × the worst index return, which can result in a substantial loss of principal, down to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon, capping future income. The initial issue price is $1,000, while the issuer’s estimated value is $988.40, reflecting embedded costs and hedging profits. Payments depend entirely on Citigroup Global Markets Holdings Inc.’s and Citigroup Inc.’s credit, and the notes may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities maturing August 3, 2029, tied to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. The notes pay a 1.10% quarterly-equivalent contingent coupon (13.20% per annum) on each scheduled date only if the worst-performing index is at or above its 70% coupon barrier; otherwise no coupon is paid. Citigroup can 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 70% of its initial level; otherwise repayment is reduced one-for-one with that index’s loss and can fall to zero. All payments are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the notes are expected to have limited secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities maturing August 3, 2029, with a $1,000 stated principal amount per security and total proceeds of $3,305,000. The notes are linked to the worst performing of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index.

Investors may receive a 2.80% quarterly contingent coupon (11.20% per annum) only if, on each valuation date, the worst-performing index is at or above its coupon barrier of 70% of its initial level. At maturity, if not called and the worst-performing index is at or above its final buffer value of 85% of its initial level, investors receive $1,000 per note; otherwise, principal is reduced 1% for each 1% decline beyond the 15% buffer, with potential for substantial loss.

The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., offer no participation in index upside or dividends, and may have limited or no secondary market. The estimated value on the pricing date is $994.10 per security, below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable securities linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, maturing on August 5, 2031. Each security has a $1,000 stated principal amount and may be automatically redeemed on scheduled valuation dates starting August 3, 2027 if the worst performing index is at or above its initial level, paying $1,000 plus a fixed premium that rises from 13.10% to 65.50% 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 level; $1,000 if it is below its initial level but at or above 70% of that level (the final barrier); or $1,000 plus the index return if it is below the barrier, producing 1:1 downside exposure and potential full loss of principal. The initial index values are 52,485.03 (Dow Jones Industrial), 2,931.339 (Russell 2000) and 7,489.72 (S&P 500). The securities pay no interest or dividends, have limited liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is $991.90 per $1,000 security, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing autocallable unsecured notes linked to the worst performing of the Dow Jones Industrial, Russell 2000® Index and S&P 500® Index, maturing on August 5, 2031. The notes pay no interest and do not guarantee principal.

Each note has a $1,000 stated principal. On each scheduled valuation date from August 3, 2027 through July 31, 2031, if the worst-performing index is at or above 95% of its initial value (its autocall barrier), the notes are automatically redeemed at $1,000 plus a fixed premium, starting at 12.05% and rising to 60.25% by 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 autocall barrier; $1,000 if it is below the autocall barrier but at or above 75% of its initial value (final barrier); or $1,000 plus the index return if it is below the final barrier, creating 1-to-1 downside exposure and potential loss of the entire principal.

The initial index levels are 52,485.03 for the Dow Jones Industrial, 2,931.339 for the Russell 2000® and 7,489.72 for the S&P 500®. The estimated value on the pricing date is $986.40 per $1,000 note, reflecting issuer funding and hedging costs. Investors face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., no dividends or voting rights on the indices, limited or no secondary market liquidity, complex tax treatment and sensitivity to the worst-performing index and index volatility.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing 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, maturing February 3, 2028. Each security has a $1,000 principal amount with potential monthly contingent coupons of 0.8417% (about 10.10% 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 level. The notes are subject to automatic early redemption on specified dates if the worst performing index is at or above its initial level, returning $1,000 plus the coupon.

If not called, at maturity investors receive $1,000 per note only if the worst performing index is at or above its final barrier (also 70% of initial). Otherwise, repayment is reduced one-for-one with the decline in that index, down to a possible zero return of principal, and no coupon. The estimated value is $989.20 per $1,000 note, below issue price, and the securities carry credit risk of both the issuer and guarantor, limited liquidity, complex tax treatment and substantial market and correlation risk across the three indices.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $4,998,000 of autocallable unsecured notes linked to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, each with an initial value of 52,485.03, 2,931.339 and 7,489.72, respectively. The notes have a $1,000 stated principal amount, price on July 31, 2026, settle on August 5, 2026 and mature on August 5, 2031, unless called earlier.

The notes may be automatically redeemed on scheduled valuation dates from 2027 to 2031 if the worst-performing index is at or above 95% of its initial level, paying $1,000 plus a fixed premium that steps from 10.15% to 50.75%. If held to maturity and not called, investors receive (i) $1,000 plus the final premium if the worst index is at or above its 95% autocall barrier, (ii) $1,000 if it is between 75% and 95% of its initial level, or (iii) $1,000 plus the index return, resulting in 1-for-1 downside and possible full loss of principal, if it is below 75%. The notes pay no interest or dividends, have limited liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value at issuance is $966.50 per $1,000 note.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities due August 5, 2030, with a $1,000 stated principal per security. The notes are linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index.

Investors may receive a contingent coupon of 0.90833% of principal per month (about 10.90% per annum) on each observation date only if the worst performing index is at or above its 75% coupon barrier. At maturity, if not previously called, investors receive $1,000 per security only if the worst performer is at or above its 65% final barrier; otherwise the payoff is $1,000 plus the index return of the worst performer, which can reduce principal to zero.

The issuer may redeem the notes in whole on specified dates at $1,000 plus any due coupon, capping income. The total offering is $6,139,000, with an estimated value of $988.60 per security based on internal models, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The notes are expected to have limited liquidity and embed significant downside and structural risks.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, maturing on August 5, 2030. Each security has a $1,000 principal amount and may pay quarterly contingent coupons of 0.78333% of principal (about 9.40% per annum) only when the worst-performing index on a valuation date is at or above its 75% coupon barrier. The issuer can redeem the notes in whole on specified dates at $1,000 plus any due coupon. At maturity, if not redeemed, investors receive $1,000 per note if the worst-performing index is at or above its 65% final barrier; otherwise, principal is reduced one-for-one with the index decline, down to possible total loss. The initial estimated value is $972.50 per $1,000 note, below the 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 issuing autocallable unsecured notes linked to the worst performer of the Russell 2000 Index and the S&P 500 Index, due August 3, 2029. Each security has a $1,000 stated principal amount, pays no interest, and does not guarantee principal repayment.

The notes may be automatically redeemed on valuation dates in 2027, 2028 or 2029 if the worst-performing index is at or above its initial level, paying $1,000 plus a fixed premium of 12.12%, 24.24% or 36.36%, respectively. If held to maturity and not called, investors receive $1,000 plus the final premium if the worst index is at or above its initial level, $1,000 if it is between 60% and 100% of its initial level, or 1‑for‑1 downside exposure to the decline of the worst index if it finishes below 60% of its initial level, potentially losing the entire investment.

The initial index levels are 2,931.339 for the Russell 2000 and 7,489.72 for the S&P 500, with barriers at 60% of those values. The issue price is $1,000 per note, including up to a $12 underwriting fee, while the initial estimated value is $984.20, 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., no dividends from the indices, potentially limited or no liquidity, and complex U.S. tax treatment described as a prepaid forward contract.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing autocallable contingent coupon equity-linked securities due July 6, 2028, with a $1,000 stated principal per security. The notes are linked to the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500 indices.

The notes pay a 0.7125% quarterly contingent coupon (8.55% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial value. The notes are autocallable on specified dates if the worst-performing index is at or above its initial level, in which case investors receive $1,000 plus the coupon and the investment ends early.

If not called, at maturity investors receive $1,000 per note only if the worst-performing index is at or above 65% of its initial value; otherwise the payoff is $1,000 plus the index return of the worst performer, leading to 1:1 downside exposure and a possible total loss of principal. Investors forgo dividends and any upside in the indices, face Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, limited or no liquidity, and an initial estimated value of $972.80 per note, below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities due August 5, 2031, with a $1,000 stated principal amount per security. The notes are linked to the worst performing of the Nasdaq-100 Index, the Russell 2000 Index and the VanEck Semiconductor ETF, each with a coupon barrier and final barrier set at 60.00% of its initial value.

On each valuation date, investors receive a contingent coupon of 1.6667% of principal (approximately 20.00% per annum) only if the worst performing underlying is at or above its coupon barrier; otherwise no coupon is paid for that period. At maturity, if the notes are not previously called and the worst performer is at or above its final barrier, investors receive back the $1,000 principal (plus any final coupon). If it is below the final barrier, repayment is reduced one-for-one with the underlying’s loss, potentially down to $0. Citigroup may redeem the notes early 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., and the notes may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities linked to NVIDIA Corporation, each with a $1,000 stated principal amount, priced on July 31, 2026 and maturing on August 3, 2029, unless called earlier. The notes pay a contingent coupon of 3.5375% per quarter (annualized 14.15%) only if NVIDIA’s closing value on the relevant valuation date is at or above the coupon barrier of $130.488, which is also the final barrier (both 65% of the $200.75 initial underlying value). If NVIDIA closes below the barrier on a valuation date, no coupon is paid for that period.

The notes are autocallable: on specified potential autocall dates, if NVIDIA’s closing value is at or above the initial value, the notes are redeemed for $1,000 plus the coupon, ending further payments. If not called and NVIDIA’s final value is at or above the barrier, investors receive $1,000 (plus any final coupon). If the final value is below the barrier, investors receive a fixed number of NVIDIA shares equal to the equity ratio of 4.98132 (or equivalent cash), exposing them to full downside and potentially a total loss of principal, with no minimum repayment. The issue price is $1,000 per note (total $988,000), including a $27.50 underwriting fee; Citigroup’s estimated value is $962.50, and the notes are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, limited liquidity, complex tax treatment and significant market volatility risk.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Dual Directional Buffer Securities due August 3, 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 pays no interest.

The payoff at maturity depends on the worst underlying’s performance from its initial value (Russell 2000® 2,931.339; S&P 500® 7,489.72) to its final value. Investors participate in upside at a 108.80% participation rate if the worst index finishes at or above its initial level. If the worst index is below its initial level but not below 82.00% of that level (an 18.00% buffer), investors receive a positive return equal to the absolute decline. If it falls more than 18%, principal is reduced 1% for each 1% drop beyond the buffer.

The total offering size is $1,398,000.00 at $1,000 per security, with up to $12.00 underwriting fee per security and estimated value of $983.10 on the pricing date. Investors forgo dividends on the indices, face limited or no liquidity, and are fully 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 Callable Contingent Coupon Equity Linked Securities maturing August 3, 2029, linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each $1,000 security may pay a 2.40% quarterly contingent coupon (9.60% annualized) on scheduled dates if, on the prior valuation date, the worst performing index is at or above 70% of its initial value (coupon barrier). Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon.

If not redeemed, at maturity investors receive $1,000 per security if the worst index is at least 85% of its initial value (final buffer). Below that level, principal is reduced: investors lose 1% of principal for each 1% decline beyond the 15% buffer, with potential for substantial loss and no upside participation in index gains. The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and may have limited or no secondary market liquidity. The initial issue price is $1,000, while the issuer’s own estimated value is $977.40 per security.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured Barrier Securities linked to JPMorgan Chase & Co. maturing on August 3, 2029. Each security has a $1,000 stated principal amount and pays no interest or dividends.

At maturity, if JPMorgan’s final share price is above the $351.79 initial value, investors receive $1,000 plus 100% of the share price gain, capped by a maximum return of $1,035 per security. If the final value is at or below the initial value but at or above the final barrier value of $246.253 (70% of initial), investors receive only the $1,000 principal. If the final value is below the barrier, repayment is $1,000 × (1 + underlying return), giving 1‑for‑1 downside exposure and the possibility of losing the entire investment.

The issue price is $1,000 per note, with an estimated value of $954.40 based on Citigroup Global Markets Inc.’s proprietary models and internal funding rate, and a per‑security underwriting fee up to $28.50. The notes 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 counsel views the notes as prepaid forward contracts, though the tax treatment remains uncertain.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity linked securities due February 3, 2028, tied to the worst performer of the Dow Jones Industrial Average, 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 0.7708% per period (about 9.25% 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. The same 70% level functions as a final barrier at maturity. The notes are automatically called on specified dates if the worst-performing index is at or above its initial level, paying $1,000 plus the coupon. If not called and, on the final valuation date, the worst-performing index is below its final barrier, principal is reduced 1% for every 1% decline in that index, down to zero, and no final coupon is paid. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the issuer expects limited or no secondary market liquidity. The issue price is $1,000 per security versus an estimated value of $986.30, reflecting distribution and structuring costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq-100 Index, the Russell 2000 Index and the SPDR S&P Regional Banking ETF. Each security has a $1,000 stated principal amount, a pricing date of July 31, 2026, and, unless earlier redeemed, a maturity date of August 3, 2029.

The notes pay a 1.15% contingent coupon per period (13.80% 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; otherwise no coupon is paid. At maturity, if not called and the worst performer is at or above its final barrier (60% of initial), investors receive $1,000; if it is below, repayment is reduced one-for-one with the underlying’s decline, potentially to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the estimated value on the pricing date is $982.50 per $1,000 security, below the issue price.