Citigroup Inc 424B Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured market-linked notes tied to the S&P 500 Futures Excess Return Index, maturing August 5, 2031. Each note has a $1,000 stated principal amount and pays no interest.

At maturity, investors receive $1,000 plus a return amount only if the index rises from its initial value of 598.42; upside is leveraged via a 120% participation rate. If the index is flat or lower, only principal is repaid, so there may be no return in real (inflation-adjusted) terms and no compensation for forgone dividends.

The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and secondary market liquidity may be limited, with potential sales below principal. The issue price is $1,000 per note versus an estimated value of $933.80, reflecting selling, structuring and hedging costs and use of an internal funding rate. For U.S. tax purposes, they are treated as contingent payment debt instruments, requiring accrual of interest at a comparable yield of 4.998% based on a projected maturity payment of $1,280.082.

Citigroup Global Markets Holdings Inc., fully 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, with a total offering of $2,229,000, and matures on August 3, 2029, unless called earlier.

The securities pay a 0.95% contingent coupon per month (11.40% annualized) only if, on the relevant valuation date, the worst performing underlying is at or above its coupon barrier (70% of its initial value). At maturity, if not redeemed, investors receive $1,000 per security if the worst performer is at or above its final barrier (60% of initial); otherwise, principal is reduced 1-for-1 with the worst performer’s loss, potentially to zero. Citigroup may redeem the notes in whole on specified dates at $1,000 plus any due coupon. The estimated value is $959.80 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. 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 Contingent Coupon Equity Linked Securities linked to the worst performing of the Russell 2000® Index and the S&P 500® Index, maturing February 3, 2028. Each security has a $1,000 stated principal amount and may pay a contingent coupon of 2.00% per period (equivalent to 8.00% per annum) if, on the relevant valuation date, the worst performing index is at or above its coupon barrier, set at 75.00% of its initial value. The same 75% level serves as the final barrier for principal protection at maturity.

The notes are automatically callable on specified dates from February 1, 2027 onward if the worst performing index is at or above its initial level, in which case investors receive $1,000 plus the contingent coupon. If not called and, on the final valuation date, the worst performing index closes below its final barrier, repayment is reduced one-for-one with the index decline, potentially down to $0. Investors do not receive dividends or upside participation in either index, face limited or no liquidity, and are fully exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The total offering is $77,000, with an estimated value of $971.80 per security on the pricing date, below the issue price due to structuring and distribution costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Dual Directional Barrier Securities linked to the S&P 500 Futures Excess Return Index, maturing on August 5, 2030. Each security has a $1,000 stated principal amount and pays no interest.

At maturity, if the index is at or above the initial level of 598.42, holders receive $1,000 plus the underlying return × 130%. If the index has fallen but remains at or above the final barrier value of 359.052 (60% of the initial level), investors receive $1,000 plus the absolute value of the negative return. If the final index value is below the barrier, repayment is $1,000 + ($1,000 × underlying return), creating 1‑for‑1 downside and potential loss of the entire investment.

The issue price is $1,000 per security, with an estimated value of $949.30 based on Citigroup Global Markets Inc.’s models, reflecting embedded costs and internal funding rates. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., provide no dividends or voting rights, may have limited or no secondary market liquidity, and have U.S. tax treatment that is described as a prepaid forward contract but remains uncertain.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable Callable Contingent Coupon Equity Linked Securities due August 5, 2031, linked to the worst performer of the Nasdaq‑100 Index, the Russell 2000 Index and the Energy Select Sector SPDR ETF (XLE). Each security has a $1,000 principal amount.

The notes pay a quarterly contingent coupon of 1.3625% of principal (16.35% per annum) only if, on the relevant valuation date, the worst performing underlying is at or above its coupon barrier (75% of initial value). If any such value is below its barrier, no coupon is paid for that period. Citigroup may call the notes on specified dates, returning $1,000 plus any due coupon, limiting future income.

At maturity, if not called, investors receive $1,000 per note only if the worst performer is at or above its final barrier (60% of initial). Otherwise, principal is reduced one‑for‑one with the worst underlying’s loss, potentially down to zero, and no final coupon. The issue price is $1,000 per note, with an estimated value of $967.90, reflecting fees, hedging costs and the issuer’s internal funding rate. The notes carry full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no liquidity, and have complex tax and sector‑specific risks.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured barrier securities linked to the S&P 500® Index, maturing August 6, 2027, with a stated principal of $1,000 per security. The notes pay no interest and the maturity payment depends on index performance.

If the final index value exceeds the initial value of 7,489.72, investors receive $1,000 plus 100% of the index gain, capped by a maximum return of $122.50 (12.25%). If the final value is at or below the initial but at or above the final barrier value of 5,991.776 (80% of initial), investors receive $1,000. If the final value is below the barrier, repayment is reduced 1-for-1 with the index loss, potentially to zero.

The securities do not pay dividends or provide any rights in the index, may be illiquid, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The total offering size is $321,000, and the estimated value on the pricing date is $982.50 per $1,000 security, reflecting structuring and hedging costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing 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 February 3, 2028. Each $1,000 security may pay a contingent coupon of 1.0833% per month (about 13.00% per year) if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 80% of its initial level.

The notes can be automatically redeemed on specified dates starting February 1, 2027 if the worst-performing index is at or above its initial level, returning $1,000 plus any due coupons. If not redeemed and, at final valuation, the worst-performing index is below its final barrier (80% of initial), repayment is reduced 1% for each 1% index decline, potentially to zero. Investors receive no dividends, have exposure only to the downside of the worst index, face credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and may encounter limited or no secondary market liquidity. The issue price is $1,000 per security, with an estimated value of $986.20, underwriting fees up to $10 per security, and total issuance of $1,991,000.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable securities linked to the worst performing of the Russell 2000® Index and the S&P 500® Index, each with a final barrier value equal to 65% of its initial level (2,931.339 and 7,489.72, respectively). The notes have a $1,000 stated principal amount, price on July 31, 2026, are issued August 5, 2026 and mature August 3, 2029, subject to automatic early redemption. If on any earlier valuation date the worst-performing index is at or above its initial level, investors receive $1,000 plus a fixed premium of 11.25% (2027) or 22.50% (2028). If held to maturity, investors receive $1,000 plus a 33.75% premium if the worst-performing index is at or above its initial level; par if it is below the initial level but at or above the barrier; and 1‑for‑1 downside below the barrier, potentially losing all principal.

The securities pay no interest, provide no dividends or upside participation beyond the fixed premiums, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 with an underwriting fee of up to $12.50 per note and an estimated value of $971.00, and liquidity may be limited to CGMI’s discretionary secondary market.

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®, Russell 2000® Index and S&P 500® Index, each with initial values of 28,274.20, 2,931.339 and 7,489.72, respectively. The notes have a $1,000 stated principal amount, price on July 31, 2026, issue on August 5, 2026, and mature on July 6, 2029, unless called.

Investors may receive a contingent coupon of 0.9625% per period (11.55% per annum) only if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier of 75% of its initial value. Principal is protected only if, on the final valuation date, the worst-performing index is at or above its final barrier of 65% of its initial value; otherwise, repayment is reduced 1% for each 1% decline, potentially to zero.

Citigroup may redeem the notes on specified dates at $1,000 plus any due coupon. The total issuance is $2.156 million at $1,000 per note, with an underwriting fee of up to $10 per security and an estimated value of $979.50, reflecting embedded costs and internal funding assumptions. Payments depend on Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk and the notes may have limited or no liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Buffer Securities linked to the S&P 500 Futures Excess Return Index, maturing August 5, 2031, at $1,000 per security. These unsecured debt securities pay no interest and do not guarantee return of principal.

At maturity, if the index has risen, holders receive $1,000 plus 175% of the index gain. If the index is down but not by more than the 20% buffer (final value at or above 80% of the initial 598.42 level), investors receive $1,000. If it has fallen beyond this buffer, repayment is reduced dollar-for-dollar with losses beyond 20%, exposing investors to significant principal loss.

The initial issue size is $65,000, with an underwriting fee of up to $11.25 per security and an estimated value of $940.50, reflecting embedded costs and hedging. The underlying futures-based index is expected to underperform the total return of the S&P 500 Index due to an implicit financing cost, and investors forgo dividends, face limited or no liquidity, full credit risk of the issuer and guarantor, and uncertain U.S. tax treatment, including reliance on a prepaid forward contract characterization.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable contingent coupon equity linked securities due July 6, 2029, with a $1,000 stated principal amount per security. The notes are linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index.

On each valuation date, investors receive a contingent coupon of 0.9417% of principal (about 11.30% per year) only if the worst-performing index closes at or above 70% of its initial value. At maturity, if not previously called, principal is fully returned only if the worst-performing index is at or above its 70% final barrier; otherwise, repayment is reduced 1-for-1 with the index decline, down to zero.

The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon. The issue price is $1,000 with an estimated value of $979.80 per note and total proceeds to the issuer of $2,124,021.87. Investors face index performance risk, credit risk of Citigroup entities, limited liquidity, and uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes, Series N, structured as 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 24, 2029.

Each security has a $1,000 stated principal. Investors may receive contingent coupons of at least 0.5875% per valuation period (at least 7.05% per annum) only if the worst-performing index on the relevant valuation date is at or above its coupon barrier, set at 60% of its initial value. The notes are 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, repayment of principal at maturity depends solely on the worst-performing index. If its final value is at or above 60% of its initial value, investors receive $1,000; otherwise the payoff is $1,000 plus the index return, exposing investors to losses up to their entire investment. The notes are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market liquidity, and have an initial estimated value of at least $912 per $1,000, below the issue price due to selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured digital securities linked to Generac Holdings Inc. with a stated principal amount of $1,000 per security, pricing on August 31, 2026 and maturing on September 6, 2029. The securities pay no interest; instead, at maturity investors receive $1,000 plus a fixed digital return of $360 (36%) per security if Generac’s closing value on the valuation date is at least its initial value. If the final value is lower than the initial value, investors receive only the $1,000 principal, with no positive return and forgone dividends on the underlying. The minimum estimated value on the pricing date is expected to be $927.50 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of Callable Barrier Securities linked to the S&P 500 Futures Excess Return Index, with a stated principal amount of $1,000 per security. The notes pay no interest and may be called in whole at issuer discretion on specified dates from 2027 to 2030 for $1,000 plus premiums of 16%, 32%, 48% or 64% of principal, after which investors forgo further upside.

If not redeemed, payment at maturity in 2031 depends on index performance: investors receive $1,000 plus 240% of any positive index return; $1,000 if the index is flat to down but above or equal to 60% of the initial value; or $1,000 plus the full negative index return if the final value is below that barrier, risking up to a 100% loss. The structure is subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited liquidity, and an estimated value on the pricing date of at least $886.50 per $1,000, below issue price, reflecting selling, structuring and hedging costs. The underlying futures-based index is expected to underperform the total return S&P 500 Index due to an implicit financing cost. Tax counsel currently views the notes as prepaid forward contracts for U.S. federal income tax purposes, with noted uncertainties.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, maturing on August 29, 2031. Each security has a stated principal of $1,000 and may pay a contingent coupon of at least 1.0833% per period (approximately at least 13.00% per annum) only if, on the relevant valuation date, the index is at or above a coupon barrier set at 60% of the initial index value.

The notes are subject to automatic early redemption on specified potential autocall dates starting in 2027 if the index is at or above its initial value, in which case investors receive $1,000 plus the applicable coupon. If not called and the final index value is at or above the final barrier (also 60% of the initial value), investors receive $1,000 plus any final coupon; if it is below, repayment is reduced one-for-one with the index decline, down to zero. The offering price is $1,000 per note, including an underwriting fee of up to $45 and issuer proceeds of at least $955 per note; the estimated value on the pricing date is expected to be at least $859, reflecting selling, structuring and hedging costs. All payments are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and liquidity may be limited.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Buffer Securities linked to the worst performer of the Russell 2000® Index and the S&P 500® Index, maturing on March 2, 2028. Each security has a $1,000 stated principal amount, no periodic interest and a maturity payment based on index performance.

Investors receive 120% of any positive return of the worst performing index, subject to a maximum return at maturity of at least $215 per security (at least 21.50% of principal). A 15% buffer protects against moderate declines, but losses become 1‑for‑1 beyond that level, and principal can be significantly reduced. The notes forgo dividends on the indices and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The expected estimated value on the pricing date is at least $915.50 per security, below the $1,000 issue price, and secondary market liquidity is expected to be limited, primarily through CGMI as principal.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities due August 3, 2029, linked to the worst performing of the Nasdaq‑100 Index, Russell 2000 Index and S&P 500 Index. Each $1,000 security can pay a monthly contingent coupon of 0.8833% (about 10.60% 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. Principal protection is conditional: if the worst performing index on the final valuation date is at or above its final barrier, set at 60% of its initial level, investors receive $1,000 per security; otherwise, repayment is reduced one-for-one with the index loss, potentially to zero.

The issuer may call the notes at par plus any due coupon on specified dates, limiting the maximum income if markets are favorable. The estimated value at pricing is $980.40 per $1,000, below the issue price, reflecting structuring, distribution and hedging costs. Payments depend on Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit and the notes may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Barrier Securities linked to the worst performer of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index. Each security has a $1,000 stated principal amount, a pricing date of August 31, 2026, and, if not called, matures on September 6, 2028.

The notes pay no interest and do not guarantee principal. They may be automatically redeemed on September 1, 2027 at $1,132.50 per $1,000 (a 13.25% premium) if the closing value of the worst performing index is at or above its initial level. Otherwise, at maturity investors receive: upside participation of 325% of any positive worst‑of index return; full principal if the worst‑of decline stays above a 70.00% final barrier; or a 1‑for‑1 loss with the worst‑of index if it finishes below that barrier, potentially down to zero. The securities 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 tax and structural complexities, including an estimated value on the pricing date expected to be at least $920 per $1,000, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering buffered autocallable securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, with a $1,000 stated principal amount per security and a term to August 29, 2031, subject to automatic early redemption.

Investors may receive early redemption payments of $1,000 plus a growing premium (from 20% to 100% of principal) if the index closes at or above its initial value on scheduled valuation dates. If held to maturity and not called, principal is protected only down to a 15% buffer; below that, losses are 1:1 beyond the buffer. The estimated value on the pricing date is expected to be at least $850 per security, below the $1,000 issue price, and secondary liquidity is expected to be limited to the dealer. The underlying index is highly complex, uses up to 500% leveraged futures exposure with a 40% volatility target, embeds notional costs and a 6% decrement, and may significantly underperform the S&P 500 Index.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering buffered autocallable securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, with a $1,000 stated principal amount per security and scheduled maturity on August 19, 2031, unless redeemed earlier.

The notes may be automatically redeemed on quarterly valuation dates starting August 17, 2027 if the index is at or above 90% of its initial value, paying $1,000 plus a growing premium that reaches 92.5% of principal on the final valuation date. At maturity, if not called, investors receive: $1,000 plus the final premium if the index is at or above the 90% threshold; $1,000 if the index is between 85% and 90% of its initial level; or a buffered loss with 1‑for‑1 downside beyond a 15% buffer if the index ends below 85%.

The index employs up to 500% leveraged futures exposure, a 40% volatility target, trend and mean‑reversion adjustments, and a 6% per‑annum decrement, plus notional costs that historically averaged 1.92% per year, all of which can materially reduce performance versus the S&P 500. The issue price is $1,000, with up to a $10 underwriting fee and at least $868.50 estimated value per security at pricing.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Dual Directional Buffer Securities linked to the S&P 500 Index, maturing November 4, 2027, with a stated principal of $1,000 per security. The payoff depends on the S&P 500 level on the valuation date.

If the final index value is at or above the initial value, investors receive $1,046 (4.60% digital return). If the index is below the initial but at or above the digital barrier (95.40% of initial), they receive the digital return plus a positive “absolute return” on the index’s decline. If the index is between the digital barrier and the 20% buffer level (80% of initial), investors receive only the absolute return. If the index falls more than 20%, principal is reduced 1% for each additional 1% decline, with up to an 80% loss at a 100% index decline.

The issue price is $1,000, including up to a $20 underwriting fee, with estimated fair value of $972 on pricing. Investors forego S&P 500 dividends, face issuer and guarantor credit risk, complex and uncertain U.S. tax treatment, and may face limited secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing buffered autocallable securities with a $1,000 stated principal per security linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, maturing August 29, 2031 unless called earlier. The notes may be automatically redeemed on scheduled valuation dates starting August 27, 2027 if the index is at or above a premium threshold of 90% of its initial value, paying $1,000 plus a fixed premium that rises over time up to 77.5% of principal on the final valuation date.

If not called, at maturity investors receive: $1,000 plus the final premium if the index is at or above the premium threshold; par if it is between the 85% buffer level and the threshold; or a loss of principal beyond the 15% buffer with 1-to-1 downside if the index falls more than 15%. The issue price is $1,000, including up to a $45 underwriting fee, while the issuer expects an initial estimated value of at least $850 based on internal models. The underlying index is complex, can employ leverage up to 500%, includes notional costs and a 6% annual decrement, and may significantly underperform the S&P 500 Index. The securities are treated as prepaid forward contracts for U.S. tax purposes, pay no dividends, are unsecured obligations of the issuer, and can be subject to early issuer redemption at a model-determined fair value if a material index modification event occurs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity Linked Securities linked to the worst performer of SPDR S&P 500 ETF Trust (SPY), Energy Select Sector SPDR ETF (XLE) and VanEck Gold Miners ETF (GDX). Each security has a $1,000 principal amount, with an initial aggregate offering of $2,272,000.

Investors may receive a 2.825% contingent coupon per period (11.30% per annum) on each observation date only if the worst performing ETF is at or above 50% of its initial value (the coupon barrier). If the notes are not called and, on the final valuation date, the worst performer is at or above its 50% final barrier, investors receive $1,000 plus the final coupon. If it is below the barrier, repayment is in ETF shares (or cash equivalent) based on a fixed equity ratio, exposing investors to potentially substantial principal loss, up to total loss.

Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The issue price is $1,000, including up to $18.50 underwriting fee, while the issuer’s estimated value is lower at $951.70, reflecting structuring and hedging costs. The product carries issuer and guarantor credit risk, complex tax treatment, sector and commodity exposure, and is intended only for investors who understand these risks.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $10,551,000 of unsecured senior Equity Index Basket-Linked Notes due February 2, 2028. The notes are linked to an unequally weighted basket (initial level 100.00) of five non‑U.S. equity indices: EURO STOXX 50® (40%), TOPIX® (25%), FTSE® 100 (17%), Swiss Market Index® (11%) and S&P/ASX 200 (7%). The basket return is the percentage change from the initial basket level to the final basket level on the January 31, 2028 determination date, calculated from each index’s performance and weight.

The notes pay no interest and offer 200% upside participation in any positive basket return, but gains are capped at a maximum settlement amount of $1,307.20 per $1,000 note, equal to a 30.72% maximum return once the basket reaches 115.36% of its initial level. On the downside, investors lose 1% of principal for every 1% basket decline, with no principal protection and potential total loss. Investors also forgo all dividends on the underlying indices. The notes will not be listed, may have limited or no liquidity, and are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. A portion of net proceeds will be used to hedge the issuer’s obligations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes at a $1,000 stated principal amount per security, maturing on August 12, 2031. 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 contingent coupon of at least 1.3958% per period (about 16.75% per annum) on each payment date only if, on the preceding valuation date, the worst performing index is at or above its coupon barrier, set at 80% of its initial value. If the notes are not called and, on the final valuation date, the worst performing index is below its final 80% barrier, principal is reduced one-for-one with the index loss, down to zero.

Citigroup may redeem the notes in whole on specified dates, paying $1,000 plus any due coupon, which can truncate future high coupons. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000 per security, including up to a $5.00 underwriting fee, while the estimated value on the pricing date is expected to be at least $941.00, reflecting structuring and hedging costs and limited, potentially illiquid secondary trading.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured “Upturn Securities” linked to the VanEck Semiconductor ETF (SMH), maturing on August 8, 2029, with a stated principal amount of $1,000 per security fully and unconditionally guaranteed by Citigroup Inc.

At maturity, investors receive $1,000 plus leveraged gains if the ETF’s final value exceeds the lowest closing value during an initial lookback period, subject to a maximum additional return of $834 per security (83.40%). If the ETF is flat or down versus that lookback level, the payoff is $1,000 plus or minus the ETF percentage return, exposing holders to 1‑for‑1 downside and potential loss of most or all principal.

The indicative upside participation rate is at least 175%, and the issuer expects an estimated value of at least $923 per $1,000 security on the pricing date, below the issue price, reflecting dealer compensation and hedging costs. An underwriting fee of $4.50 per security applies, and the notes pay no dividends, are not bank deposits and are not FDIC‑insured. The securities carry complex U.S. tax treatment, including proposed treatment as a prepaid forward contract and possible application of constructive ownership and Section 871(m) rules.

CITIGROUP INC (C), through subsidiary Citigroup Global Markets Holdings Inc., is offering unsecured senior floating rate notes due August 4, 2066, fully and unconditionally guaranteed by Citigroup Inc. Each note has a stated principal of $1,000 and pays quarterly interest at compounded daily SOFR + 0.10%, with a minimum rate of 0.00% per annum.

Holders may request annual early repurchase starting August 4, 2029, subject to a $10,000 minimum and strict notice procedures, at scheduled “repurchase amounts” of $970, $980, $990 or $1,000 per $1,000 note depending on the year, meaning repurchases through August 4, 2036 occur at a discount to principal. The notes are not listed on any exchange and may have limited liquidity; CGMI may provide secondary markets but is not obligated to do so and initially may show a temporarily elevated valuation for about six months.

Net proceeds are for general corporate purposes and hedging of the issuer’s obligations. The notes are expected to be treated as variable rate debt instruments for U.S. tax purposes, and the issuer believes they should qualify as qualified replacement property, though this is not assured and may be reviewed by the IRS. Interest and principal depend on the continued publication and methodology of SOFR, with detailed benchmark replacement provisions if SOFR is discontinued or fundamentally altered.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $2,252,000 of callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial, Russell 2000® Index and S&P 500® Index, maturing on August 2, 2029.

The notes pay a contingent coupon of 0.7167% per month (about 8.60% per annum) only when the worst-performing index on a valuation date is at or above its 70% coupon barrier. Principal is protected only if, at maturity, the worst-performing index is at or above 57.5% of its initial level; otherwise repayment is reduced one-for-one with the index loss, potentially to zero.

Citigroup may call the notes in whole on specified dates, paying $1,000 plus any due coupon, which can truncate future income. The issue price is $1,000 per note, with an underwriting fee of $6 and estimated value of $987.20, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, maturing on August 19, 2031. Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 1.00% per period (a rate of at least 12.00% per annum) whenever the index is at or above a coupon barrier equal to 70% of its initial value on the relevant valuation date; missed coupons can be paid later if the barrier is regained.

The notes are autocallable from August 2027 on specified dates if the index is at or above its initial level, in which case investors receive $1,000 plus the relevant coupon (and any previously unpaid coupons). If held to maturity and not called, principal is protected only down to a 15% buffer: if the final index level is at least 85% of the initial level, investors receive $1,000; otherwise the payoff is reduced by losses beyond the 15% buffer on a 1-for-1 basis. The issue price is $1,000 per security, including up to a $45 underwriting fee, with estimated value on the pricing date expected to be at least $850.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering Trigger Autocallable Contingent Yield Notes linked to the S&P 500® Index maturing on August 1, 2029. Each note has a stated principal amount of $10.00 and offers a quarterly contingent coupon of 9.15% per annum (i.e., $0.2288 per quarter per $10) if, on the relevant valuation date, the index closing level is at or above the coupon barrier of 5,578.22, which is 75% of the initial underlying level of 7,437.63.

Beginning with the valuation date on February 1, 2027, the notes are subject to automatic call if the S&P 500 closing level is at or above the initial level; in that case investors receive the $10 principal plus the contingent coupon, and no further payments. If the notes are not called and on the final valuation date the index is at or above the downside threshold of 5,578.22 (75% of the initial level), holders receive $10 plus the final contingent coupon. If the final index level is below the downside threshold, repayment is reduced according to $10 × (1 + underlying return), exposing investors to up to a 100% loss of principal.

The total offering size is $10,553,400.00, at an issue price of $10.00 per note, with no underwriting discount. The estimated value is $9.925 per note, based on Citigroup Global Markets Inc.’s proprietary pricing models and internal funding rate. Payments depend on the creditworthiness of the issuer and guarantor and are subject to complex U.S. tax and withholding rules, including potential 30% withholding on coupons for certain non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior autocallable securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, in $1,000 denominations. The securities pay no interest and do not guarantee repayment of principal.

The notes may be automatically redeemed on scheduled valuation dates from August 27, 2027 through August 27, 2029 if the index is at or above its initial level, paying $1,000 plus a fixed premium that starts at 23.00% of principal and steps up to 69.00% by the final valuation date. If not called and the final index value is at or above 75.00% of the initial value, investors receive $1,000 plus the final premium; otherwise, repayment is $1,000 plus $1,000 times the index return, giving full downside exposure and potentially a total loss.

The underlying index is complex and risky, employing a 40% volatility target with leverage up to 500% on S&P 500 futures and a 6% per annum decrement, and is expected to underperform the S&P 500 Index. The issue price is $1,000, with an underwriting fee of up to $35 and at least $965 in proceeds to the issuer per security; the estimated value on the pricing date is expected to be at least $850, below the issue price. Investors face Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk and limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Barrier Securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, a complex, highly risky futures-based decrement index with up to 500% leveraged exposure and a 40% volatility target.

Each security has a $1,000 stated principal amount, pays no interest and may be automatically redeemed on scheduled valuation dates from August 2027 to August 2031 if the index closing value is at least its initial level, returning $1,000 plus a growing premium (from 22.00% up to 108.1667% of principal).

If not redeemed early, at maturity in August 2031 investors receive upside participation of 300% of any positive index return, full principal back if the index is down but no lower than 50.00% of its initial level, and otherwise 1‑for‑1 loss exposure with no minimum repayment, potentially losing the entire investment. Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., the securities may have limited or no secondary market, and the estimated value on the pricing date is expected to be at least $850 per $1,000, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing $4,700,000 of Digital Plus Equity Index Basket-Linked Notes due December 1, 2028. Each note has a $1,000 stated principal amount and pays no interest.

The payoff depends on an unequally weighted equity basket: EURO STOXX 50® (40%), TOPIX® (25%), FTSE® 100 (17%), Swiss Market Index® (11%) and S&P/ASX 200 (7%). The initial basket level is 100.00, measured from the trade date on July 29, 2026 to the determination date on November 29, 2028. If the final basket level is at or above 100.00, investors receive the greater of the threshold settlement amount of $1,277 per $1,000 note (a 27.70% contingent return) or $1,000 plus the basket return. If the basket falls below 100.00, repayment is reduced one-for-one with the decline and can fall to zero, meaning a total loss of principal is possible.

The notes are unsecured senior debt subject to the credit risk of both issuers, are not listed, pay no dividends or coupons, and may trade at prices below the issue price. A portion of proceeds will be used to hedge the issuer’s obligations, and hedging and market-making by affiliates may affect basket levels and secondary market values.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured autocallable contingent coupon equity-linked securities tied to the S&P 500 Index, maturing on August 3, 2029, under its Series N medium-term note program.

Each security has a $1,000 stated principal amount and pays a contingent coupon of 0.5333% per period (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, set at 60.50% of the initial index level. Missed coupons can be paid later if the barrier is met, but may be lost entirely. The notes are autocallable on specified dates if the index is at or above its initial level, returning $1,000 plus applicable coupons.

If not called, the maturity payout depends on the final index level. Investors receive $1,000 if the index is at or above the final barrier (also 60.50% of the initial level), otherwise they incur a one-for-one loss with index declines, potentially losing their entire principal and all coupons. The estimated value on the pricing date is expected to be at least $934 per security, below the $1,000 issue price, and pricing and secondary values reflect Citigroup’s internal funding and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and liquidity may be limited.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Market Linked Securities (Medium-Term Senior Notes, Series N) linked to the lowest performing of the EURO STOXX 50® Index, Russell 2000® Index and S&P 500® Index, maturing August 2, 2029.

The notes offer a contingent coupon of 11.50% per annum, payable quarterly only if on every eligible trading day in the observation period the lowest-performing index stays at or above its coupon threshold of 75% of its starting value. They are auto-callable quarterly from October 2026 through April 2029 if the lowest-performing index is at or above its starting value, in which case investors receive $1,000 per note plus any due coupon.

If not called, principal is protected at maturity only if the lowest-performing index on the final calculation day is at or above its downside threshold of 70% of its starting value; otherwise repayment is $1,000 multiplied by that index’s performance factor, exposing investors to significant, potentially total, loss of principal. The public offering price is $1,000 per note (total $1,358,000), with an estimated value of $970.40 per note and proceeds to the issuer of $981.75 per note, reflecting selling, structuring and hedging costs. All payments are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index. Each security has a stated principal amount of $1,000 and is scheduled to mature on July 11, 2028, unless automatically redeemed earlier.

The notes may pay a contingent coupon of at least 0.8458% per period (approximately at least 10.15% per annum) on each observation date, but only if the worst-performing index is at or above 75% of its initial level. Principal is protected only if, at final valuation, the worst-performing index is at or above 70% of its initial level; otherwise repayment is reduced one-for-one with the index loss and can fall to zero. The notes can be automatically called if, on specified autocall dates, the worst-performing index is at or above its initial level, in which case investors receive $1,000 plus the coupon. The issue price is $1,000, including an underwriting fee of up to $22.30, and the estimated value on the pricing date is expected to be at least $921.50 per security. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and liquidity in any secondary market may be limited.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured structured notes linked to the S&P 500® Index with a $1,000 stated principal amount per security. The notes do not pay interest, are not bank deposits, and are subject to the credit risk of both issuers.

The notes may be automatically called on September 3, 2027 if the index closing value on the call date is at or above the starting value, paying $1,000 plus a call premium of at least 9%. If not called, at maturity in 2029 investors receive: $1,000 plus 125% of any positive index return; $1,000 if the index ends between the starting value and a 75% threshold; or 1‑for‑1 downside exposure below the threshold, up to total loss of principal.

The public offering price is $1,000 per security, with proceeds to the issuer of $974.25 after up to a 2.575% underwriting discount. The issuer currently expects the estimated value on the pricing date to be at least $910.50 per security, below the public offering price, reflecting selling, structuring and hedging costs and the use of an internal funding rate. Secondary market liquidity may be limited, and any trading price is expected to be below the offering price after an initial temporary adjustment.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing August 12, 2027. Each security has a $1,000 stated principal amount and may pay a quarterly contingent coupon of at least 0.75% (at least 9.00% per annum) if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier of 70.00% of its initial value. If the notes are not called and, on the final valuation date, the worst-performing index is at or above its final barrier of 60.00%, investors receive $1,000 plus any final coupon; otherwise, repayment of principal is reduced 1% for each 1% decline in that index, down to a possible total loss.

Citigroup may redeem the notes in whole on specified dates by repaying $1,000 plus any due coupon. The issue price is $1,000 per note, with an underwriting fee of up to $6.50 and expected per-note estimated value of at least $947.50. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked senior notes due August 30, 2029, in $1,000 denominations. The notes are linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index.

Investors may receive contingent coupons of at least 0.7583% of principal per period (about 9.10% per year) only when the worst performing index on the relevant valuation date is at or above its coupon barrier, set at 70% of its initial level. The notes can be automatically called on specified dates if the worst index is at or above its initial level, paying $1,000 plus any due coupon.

If not called, maturity repayment depends on the worst index on the final valuation date. If it is at or above 70% of its initial level, investors receive $1,000 plus any final coupon; if below, principal is reduced one-for-one with the index loss, potentially to zero. The issue price is $1,000, including up to a $27.50 underwriting fee, with minimum issuer proceeds of $972.50 and an expected estimated value of at least $913.50 per note. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited liquidity, and involve complex market and tax risks.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering medium-term senior autocallable securities linked to the worst performing of the Nasdaq-100 Index® and the Russell 2000® Index. Each security has a $1,000 stated principal amount, pays no interest and does not guarantee return of principal.

The notes may be automatically redeemed on any valuation date from February 16, 2027 through August 13, 2029 if the worst performing index is at or above its initial value, paying $1,000 plus a fixed premium of at least 6.375% on the first observation, rising to at least 38.25% on the final valuation date. If not called, at maturity investors receive: $1,000 plus the final premium if the worst index is at or above its initial level; $1,000 if it is below the initial level but at or above 80.00% of that level; or 1:1 downside exposure to the decline of the worst index if it finishes below the 80% barrier, up to a total loss of principal.

The issue price is $1,000 per note, including a $40 underwriting fee, with estimated value on the pricing date of at least $904.50 based on Citigroup Global Markets Inc.’s models. Investors face credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited or no liquidity, no dividends on the indices, and complex U.S. tax and Section 871(m) considerations.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, maturing August 17, 2029.

Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 1.1042% per valuation period (about 13.25% per annum) when the worst performing index on the relevant valuation date is at or above its coupon barrier, set at 70% of its initial value. Principal is protected only if, on the final valuation date, the worst performing index is at or above its final barrier (also 70% of its initial value); otherwise repayment is reduced one‑for‑one with that index’s loss and can fall to zero.

Citigroup may call the notes in whole on specified potential redemption dates, paying $1,000 plus any applicable coupon. The notes are unsecured and subject to the credit risk of both issuers. Issue price is $1,000, with up to $5 underwriting fee, minimum issuer proceeds of $995, and an estimated value on the pricing date expected to be at least $941 per security.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured senior Buffered Digital S&P 500 Index-Linked Notes with a stated principal amount of $1,000 per note and a term expected to be 27 to 30 months. The notes pay no interest and are not principal protected.

At maturity, if the S&P 500 Index (the underlier) is at or above 85.00% of its initial level, investors receive a fixed threshold settlement amount expected between $1,178.30 and $1,209.70 per $1,000 note, a contingent return of 17.83% to 20.97%. If the index falls by more than the 15.00% threshold amount, repayment of principal is reduced at a buffer rate of about 117.65% of the excess decline, and investors can lose up to their entire investment.

The notes will not be listed, may have limited or no liquidity, and any secondary market value is expected to be below the issue price. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the economic and tax treatment involves structural complexity and significant risk factors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (C), is offering autocallable contingent coupon equity-linked securities tied to NVIDIA Corporation (NVDA), maturing on August 17, 2029. Each security has a $1,000 stated principal and pays a quarterly contingent coupon of at least 2.50% (at least 10.00% per annum) only if NVDA’s closing value on the relevant valuation date is at or above a coupon barrier set at 50% of the initial value. Missed coupons can be paid later if the barrier is again met.

The notes are subject to automatic early redemption on specified dates if NVDA is at or above its initial value, in which case investors receive $1,000 plus the due coupon and any unpaid coupons. If not called and NVDA’s final value is below the 50% final barrier, principal is reduced 1-for-1 with NVDA’s decline, down to a total loss. Investors do not receive NVDA dividends or upside participation. The issue price is $1,000, including up to a $25 underwriting fee, with $975 per security to the issuer; the estimated value on the pricing date is expected to be at least $909.50, reflecting structuring and hedging costs. The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market, and involve complex, uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $4,400,000 of unsecured Buffered Digital Securities linked to the S&P 500® Index, each with a $1,000 stated principal amount and maturing on September 10, 2027. The notes pay no interest and provide a fixed digital return of $124.50 (12.45%) per security if the final index value on the September 8, 2027 valuation date is greater than or equal to the initial value of 7,316.15. Principal is fully returned at maturity so long as the index does not fall below the final buffer value of 6,584.535 (10% buffer). If the index declines by more than 10%, investors lose 1% of principal for each 1% drop beyond the buffer. Investors forgo dividends and any upside beyond the digital return, face limited or no secondary-market liquidity, and bear the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value is $1,004.90 per security based on CGMI’s proprietary models and internal funding rate, and tax treatment is expected, but not certain, to follow a prepaid forward contract approach.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities linked to the Invesco QQQ Trust, Series 1, maturing August 1, 2030. Each security has a $1,000 stated principal amount and pays a 3.0875% contingent coupon per quarter (12.35% per annum) only if QQQ’s closing value on the relevant valuation date is at or above the coupon barrier of $496.298 (75% of the initial value of $661.73).

If on any potential autocall date QQQ is at or above its initial value of $661.73, the note is automatically redeemed for $1,000 plus the coupon, which can occur as early as January 29, 2027. If not called, at maturity investors receive $1,000 if the final QQQ value is at or above the final barrier of $430.125 (65% of initial); otherwise the payoff is $1,000 plus $1,000 × underlying return, exposing principal 1-for-1 to QQQ downside and potentially to a zero return. Investors forgo dividends and upside in QQQ, face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., an estimated value of $996.50 below issue price, complex U.S. tax treatment, and the risk of limited or no secondary market liquidity.

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

The notes can be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial level, paying $1,000 plus a fixed premium that steps up from 8.40% in July 2027 to 42.00% on the final valuation date. If not called, at maturity investors receive: (i) $1,000 plus the final premium if the worst index is at or above its initial level; (ii) $1,000 if it is below the initial level but at or above 80% of that level; or (iii) $1,000 reduced 1-for-1 for losses beyond the 20% buffer, exposing investors to substantial downside.

The initial index levels are 51,594.14 (Dow), 27,192.31 (Nasdaq-100) and 2,906.310 (Russell 2000), with buffer levels at 80% of each. The offering size is $1.407 million at $1,000 per note, with an underwriting fee up to $41.25 per note and estimated value of $947.40. Investors face index, correlation, liquidity, structural and Citigroup credit risk, and do not receive dividends.

Citigroup Global Markets Holdings Inc., 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 2, 2029.

Each security has a $1,000 principal amount and pays a contingent coupon of 0.9208% per period (about 11.05% 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. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. At maturity, if not called and the worst-performing index is below its 65% final barrier, repayment is reduced one-for-one with the index loss and can fall to zero. Investors face Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, limited or no liquidity, complex U.S. tax treatment and exposure solely to the worst-performing index without dividends or upside participation.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of Invesco QQQ, iShares Russell 2000 ETF and SPDR S&P 500 ETF Trust. Each security has a $1,000 stated principal amount and matures on August 7, 2028, unless called earlier.

The notes pay a 2.5625% contingent coupon per valuation period (equivalent to 10.25% per annum) only if, on the relevant valuation date, the worst performing ETF is at or above its coupon barrier, set at 65% 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 if, on any potential autocall date, the worst performer is at or above its initial value, returning $1,000 plus the applicable coupon.

If never called and the worst performer finishes below its final barrier (also 65% of initial), holders receive ETF shares (or cash) based on a fixed equity ratio, which may be worth significantly less than principal and possibly nothing. Investors forgo dividends and upside on the ETFs, face full downside to the worst performer, limited liquidity, and are exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000, while the estimated value is $979.40 per security.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and S&P 500® Index, maturing on August 2, 2029.

Each note has a $1,000 principal amount and pays a contingent coupon of 3.1875% per observation period (annualized 12.75%) only if, on every trading day in the period, all three indices stay at or above their coupon barriers, set at 70% of initial index values. At maturity, if not called and the worst-performing index is at or above its final barrier of 60% of its initial level, investors receive $1,000 plus any final coupon; otherwise they receive $1,000 plus the index return of the worst performer, which can reduce repayment to zero.

The issuer may redeem the notes in whole on specified coupon dates at $1,000 plus any due coupon. Total offering size is $500,000, with an underwriting fee of up to $2 per note and an estimated value of $984.20 per note. The securities are unsecured and subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., and may have limited or no secondary market liquidity.