Citigroup Inc 424B Filings

CITIGROUP INC (symbol: C) is the issuer of record for a Form 424B2 filing submitted to the SEC.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering callable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index, maturing on September 7, 2029. Each security has a $1,000 stated principal amount and pays a contingent coupon of 0.75% of principal per valuation period (equivalent to 9.00% per annum) only if, on the relevant valuation date, the worst performing index is at or above 70.00% of its initial value. Both the coupon barrier and final barrier for each index are set at 70.00% of its initial value.

The issuer may redeem the notes in whole on specified potential redemption dates at $1,000 per security plus any due coupon, limiting the maximum term. If not redeemed and the worst performing index finishes below its final barrier, investors lose 1% of principal for each 1% decline in that index, with no minimum repayment. The issue price is $1,000 per security, including an underwriting fee of up to $29.50, for minimum proceeds to the issuer of $970.50 per security. The estimated value on the pricing date is expected to be at least $913.00 per security, below the issue price, reflecting structuring and hedging costs and the use of the issuer’s internal funding rate. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and the Citigroup Inc. guarantee and the notes may have limited or no secondary market liquidity.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, maturing on September 21, 2029.

Each $1,000 security can pay a 0.9167% contingent coupon per month (about 11.00% per annum) if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 70.00% of its initial value. Principal repayment at maturity also depends on that worst-performing index staying at or above the same 70% final barrier; otherwise, the maturity payment 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 notes are fully and unconditionally guaranteed by Citigroup Inc., but all payments are subject to the credit risk of both issuing and guaranteeing entities and there may be limited or no secondary market.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering medium-term senior notes called Callable Contingent Coupon Equity Linked Securities linked to the worst of the Dow Jones Industrial Average, Nasdaq‑100 Index® and Russell 2000® Index, due August 7, 2028, at $1,000 stated principal per security.

The notes pay a contingent coupon of 0.8833% per month (about 10.60% per year) only if, on each valuation date, the worst performing index is at or above its coupon barrier, set at 70% of its initial value. Citigroup may redeem the notes on specified dates at $1,000 plus any due coupon. If not called, and the worst index on the final valuation date is at or above 70% of its initial value, investors receive $1,000 per note (plus any final coupon); otherwise they receive $1,000 plus the index return of the worst index, creating 1‑for‑1 downside exposure with the possibility of losing the entire principal. The estimated value on the pricing date is expected to be at least $933.50 per note, below the issue price, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering medium-term senior notes titled Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the State Street® Energy Select Sector SPDR® ETF, maturing September 8, 2028.

The notes pay a 1.0833% contingent coupon per period (about 13.00% per annum) on a $1,000 principal only when the worst-performing underlying on the relevant valuation date is at or above its coupon barrier, set at 70.00% of its initial value. Beginning March 2, 2027, the notes are automatically called on specified dates if the worst-performing underlying is at or above its initial value, returning $1,000 plus the coupon.

If not called and the worst-performing underlying on the final valuation date is below its 70.00% final barrier, investors lose 1% of principal for each 1% decline in that underlying, with no minimum repayment. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and the Citigroup Inc. guarantee, and the issuer warns of limited or no secondary market liquidity and an estimated value below the issue price.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured, senior medium-term notes called Autocallable Contingent Coupon Equity Linked Securities linked to Micron Technology, Inc. (MU), maturing March 9, 2028 and fully and unconditionally guaranteed by Citigroup Inc.

Each $1,000 security may pay a contingent coupon of 1.5542% per quarter (about 18.65% per annum) on scheduled dates, but only if Micron’s closing value on the relevant valuation date is at or above a coupon barrier set at 50% of its initial value. If on any potential autocall date Micron’s closing value is at or above its initial value, the notes are automatically redeemed for $1,000 plus that period’s coupon, ending future payments.

If the notes are not called and Micron’s final value is at or above the final barrier (also 50% of initial), investors receive $1,000 plus any final coupon. If Micron’s final value is below the final barrier, repayment is reduced dollar‑for‑dollar with the stock’s decline, with potential loss of the entire principal and no final coupon. Investors do not receive dividends or upside participation in Micron shares, face limited or no liquidity, and bear the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $911.50 per $1,000 security, below the issue price, reflecting selling, structuring and hedging costs.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering medium-term senior notes titled Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial Average, the S&P 500 Index and the SPDR S&P Regional Banking ETF, maturing September 7, 2029. Each $1,000 security pays a monthly contingent coupon of 0.95833% of principal (about 11.50% per annum) only if, on the preceding valuation date, the worst-performing underlying is at or above 70% of its initial value. The notes can be automatically called on scheduled autocall dates if the worst-performing underlying is at or above its initial value, returning $1,000 plus the applicable coupon. If not called, at maturity investors receive $1,000 only if the worst-performing underlying is at or above 70% of its initial value; otherwise the payoff is $1,000 plus the underlying return of that worst performer, exposing investors to losses down to zero. Citigroup Global Markets Holdings Inc. expects the estimated value on the pricing date to be at least $931 per $1,000 security, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. All payments are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and its guarantor, Citigroup Inc.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Autocallable Market-Linked Securities linked to the Citi Dynamic Asset Selector 5 Excess Return Index, maturing September 30, 2031, with all payments fully and unconditionally guaranteed by Citigroup Inc.

The notes pay no interest. Investors receive $1,000 principal per note at maturity if not called, plus an upside amount equal to the Index’s positive return with a 100% participation rate; if the Index is flat or down, only $1,000 is repaid. On annual valuation dates from 2027–2030, if the Index is at or above its initial level, the notes are automatically redeemed at $1,000 plus fixed premiums of at least 6.50%, 13.00%, 19.50% or 26.00%, ending the investment.

Each $1,000 note carries an underwriting fee of up to $37.50, leaving at least $962.50 in proceeds to the issuer, and the initial estimated value is expected to be at least $884.00. The structure entails credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., potential illiquidity, complex index behavior, an index fee of 0.85% per annum, and materially lower expected returns than conventional debt with comparable maturity.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering principal-at-risk Medium-Term Senior Notes, Series N, linked to the 30-year SONIA ICE swap rate (the SONIA CMS30 rate), due November 30, 2026. Each security has a stated principal amount of £1,000 and an issue price of 100%.

At maturity, investors receive in GBP either a fixed maximum payment of £1,270.5923903 if the SONIA CMS30 rate on the valuation date is at or above the 5.069% strike, or a reduced amount that declines linearly with the rate below the strike, based on an OTM strike width of 0.50%, but not less than the minimum payment of £270.5923903. This structure can result in a loss of up to about 73% of principal.

The notes are unsecured senior debt of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., and will clear through Euroclear and Clearstream. Citigroup Global Markets Inc. estimates the value on the pricing date will be between £950 and £1,000 per security and may make a temporary upward price adjustment for about 1.5 months after issuance. The product entails significant market, liquidity, credit, and tax risks and is designed for sophisticated investors able to understand complex rate-linked structures.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured, autocallable medium-term senior notes linked to the worst performer of the Dow Jones Industrial Average and the Russell 2000 Index, in $1,000 denominations, due September 30, 2031 and fully guaranteed by Citigroup Inc.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial value, returning $1,000 plus a fixed premium that starts at 7% in 2027 and rises to at least 35% by the final valuation date. If held to maturity and not called, investors receive $1,000 plus the final premium if the worst performer is at or above its initial value, $1,000 if it is between 85% and 100% of its initial value, and a loss beyond a 15% buffer on a 1-for-1 basis below 85%.

The issue price is $1,000 per note, including up to $37.50 in underwriting fees and minimum proceeds of $962.50 per note to the issuer; the estimated value on the pricing date is expected to be at least $904. The notes offer no dividends, have limited or no liquidity, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and embed significant market, correlation, valuation and U.S. tax uncertainties.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, due September 28, 2029 and fully and unconditionally guaranteed by Citigroup Inc.

Each security has a $1,000 principal amount and may pay a contingent coupon of at least 0.7292% per month (about 8.75% 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 value. The same 70.00% level is the final barrier for principal protection. If the notes are not called and, on the final valuation date, the worst performer is below its final barrier, repayment is reduced 1% for each 1% decline in that index from its initial value, down to a minimum of zero, with no minimum principal guarantee.

The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon. The issue price is $1,000 per note, including an underwriting fee of up to $32.50, for minimum issuer proceeds of $967.50 per note and an expected initial estimated value of at least $902.50. Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the securities may have limited or no secondary market liquidity.

Citigroup Inc. (C), through its subsidiary Citigroup Global Markets Holdings Inc., is offering unsecured Autocallable Barrier Securities linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, due September 28, 2029, fully and unconditionally guaranteed by Citigroup Inc.

The notes have a $1,000 stated principal amount, pay no interest and do not guarantee repayment of principal. On September 28, 2027, if the worst-performing index is at or above its initial value, the notes are automatically redeemed at $1,130 per security, reflecting a minimum 13% premium, ending further upside. If held to maturity and not auto-called, investors receive: (i) $1,000 plus leveraged upside at a 200% upside participation rate if the worst index is above its initial level; (ii) $1,000 if the worst index is at or below its initial level but at or above 70% of its initial level; or (iii) $1,000 plus full downside exposure if the worst index ends below 70% of its initial level, potentially losing all principal.

The issue price is $1,000 per note, including up to $30 in underwriting fees, with at least $970 per note to the issuer and an expected initial estimated value of at least $904.50. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., lack principal protection, offer no dividends, may have limited or no secondary market, and involve complex U.S. federal tax treatment described as a prepaid forward contract, subject to confirmation.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured, autocallable structured notes linked to the worst performing of the Russell 2000® Index and the S&P 500® Index, due September 30, 2031. The notes pay no interest and do not guarantee principal repayment.

Each $1,000 note may be automatically redeemed on annual valuation dates starting in 2027 if the worst-performing index is at or above its initial level, paying $1,000 plus a fixed premium that steps up from 8.75% to 43.75% of principal over time. If held to maturity without early redemption, investors receive principal plus the final premium if the worst-performing index is at or above its initial level, principal only if it is at or above 65% of its initial level, and a 1-for-1 loss with the index decline below that barrier, potentially losing the entire investment.

The notes are fully and unconditionally guaranteed by Citigroup Inc., are subject to its and the issuer’s credit risk, and are expected to have an estimated value of at least $900 per $1,000 note on the pricing date, reflecting selling, structuring and hedging costs and a lower internal funding rate. Liquidity may be limited; any secondary market would be made on a discretionary basis by an affiliate.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured, autocallable medium-term senior notes linked to the worst performing of the Dow Jones Industrial Average and the Russell 2000 Index, due September 28, 2029. The notes pay no interest and principal is not fully protected.

Each note has a $1,000 stated principal amount and a 15.00% buffer. On quarterly valuation dates starting September 28, 2027, if the worst performing index is at or above its initial level, the notes auto-call for $1,000 plus a fixed premium that starts at 7.50% of principal and can be at least up to 22.50% on the final valuation date. If not called, at maturity holders receive $1,000 plus the final-date premium if the worst index is at or above its initial level, $1,000 if it is between 85% and 100% of its initial level, and otherwise suffer a loss 1-for-1 beyond the 15% buffer.

The notes are fully and unconditionally guaranteed by Citigroup Inc., but all payments are subject to the credit risk of both issuers and to equity market performance. The issue price is $1,000, with up to $35 in underwriting fees and at least $965 in proceeds per note to the issuer; the estimated initial value is expected to be at least $907.50, reflecting structuring and hedging costs. The notes are intended to be treated as prepaid forward contracts for U.S. tax purposes, but that treatment is uncertain, and they may have limited or no secondary market liquidity.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured, senior Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, due September 3, 2030 and fully guaranteed by Citigroup Inc.

The notes pay a 0.875% contingent coupon per period (10.50% per annum) only if, on each valuation date, the worst performing index is at or above 70% of its initial value; otherwise no coupon is paid. At maturity, if not called and the worst index is at or above 60% of its initial value, investors receive the $1,000 principal per security; if it is below 60%, 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. The issue price is $1,000 with a $5.00 underwriting fee and $995.00 proceeds to the issuer, and the estimated value on the pricing date is expected to be at least $935.50 per security. 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 INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of Callable 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, due August 7, 2028. Each security has a $1,000 stated principal amount and pays a contingent coupon on scheduled dates only if, on the preceding valuation date, the worst performing index is at or above its coupon barrier, set at 70% of its initial value. The annualized contingent coupon rate is at least 11.25%, equivalent to at least 0.9375% per period, to be fixed on the pricing date.

Citigroup may call the securities in whole on specified potential redemption dates, paying $1,000 plus any due coupon, which would end future payments. If not redeemed early, at maturity investors receive $1,000 per security only if the worst performing index is at or above its final barrier (also 70% of initial). Otherwise, repayment is reduced dollar-for-dollar with the worst index’s decline, with no minimum payment, so investors can lose their entire investment and may receive no coupons. The securities are fully and unconditionally guaranteed by Citigroup Inc., but all payments are subject to the credit risk of both issuing and guaranteeing entities and to limited or no secondary market liquidity. The estimated value on the pricing date is expected to be at least $935.50 per security, below the $1,000 issue price, reflecting structuring, hedging costs and the issuer’s internal funding rate.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured, senior medium-term notes in the form of callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index, Russell 2000 Index and State Street Utilities Select Sector SPDR ETF. Each security has a $1,000 stated principal amount and is scheduled to mature on August 9, 2028, unless redeemed earlier at the issuer’s option on specified potential redemption dates.

The notes pay a contingent coupon of at least 0.9875% per period (at least 11.85% per annum) only if, on the relevant valuation date, the worst-performing underlying is at or above 70% of its initial value. If the worst-performing underlying finishes below its 70% final barrier at maturity and the notes have not been called, investors lose 1% of principal for every 1% decline in that underlying, down to a possible zero repayment. The estimated value on the pricing date is expected to be at least $931.50 per $1,000, below issue price, reflecting structuring, hedging costs and the issuer’s internal funding rate, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

CITIGROUP INC (C), as guarantor for Citigroup Global Markets Holdings Inc., is offering medium-term senior notes titled 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, due September 7, 2029. Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 0.875% per period (at least 10.50% per annum) only if, on the relevant valuation date, the worst performing index is at or above 70% of its initial value.

If the notes are not called and, on the final valuation date, the worst index is at or above 65% of its initial value, investors receive $1,000 plus any final coupon; if it is below 65%, repayment is reduced one‑for‑one with the index decline, potentially to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer expects the estimated value on the pricing date to be at least $933.50 per $1,000, below the issue price, reflecting structuring, hedging costs and internal funding rates.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Autocallable Barrier Securities linked to the MSCI Emerging Markets Index, guaranteed by Citigroup Inc. The notes pay no interest and do not guarantee principal repayment.

Each security has a $1,000 stated principal. If on September 8, 2027 the index is at or above its initial value, the notes are automatically redeemed for $1,180 per security (18% premium). If not called, at maturity on September 5, 2031 investors receive $1,000 plus leveraged upside at a 125% participation rate if the index is above its initial value, $1,000 if it is between 75% and 100% of the initial value, and a 1‑for‑1 loss if it is below 75%, potentially losing all principal. The issue price is $1,000, including a $25 underwriting fee, with estimated value of at least $907 per security, and 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.

Citigroup Inc (C), through its subsidiary Citigroup Global Markets Holdings Inc., is issuing additional Medium-Term Senior Notes, Series N, Floating Rate Notes due May 29, 2066. This reopening adds $11,605,000 aggregate principal amount to an existing $14,675,000 series, bringing total outstanding notes to $26,280,000. Each note has a stated principal amount of $1,000 and is fully and unconditionally guaranteed by Citigroup Inc.

The notes pay a floating rate of interest for each interest period equal to SOFR (daily compounded) plus 0.10%, with a minimum interest rate of 0.00% per annum. Interest is paid on the last day of February and on May 29, August 29 and November 29 of each year, using an Actual/360 day count. The notes mature on May 29, 2066, with full principal due at maturity.

Investors may request early repurchase starting on May 29, 2029, subject to minimum denominations of $10,000 and strict notice procedures. Repurchase prices per $1,000 note range from $970 (in 2029–2030) gradually up to $1,000 from 2037 to maturity. The notes will not be listed on any securities exchange. Net proceeds are for general corporate purposes and hedging, and Citigroup Global Markets Inc. acts as underwriter, receiving an underwriting fee of up to $8.75 per note.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering medium-term senior notes titled Autocallable Contingent Coupon Equity Linked Securities linked to Boston Scientific Corporation (BSX), due October 7, 2027. Each security has a $1,000 stated principal amount and pays a contingent coupon of 0.8833% of principal per month (about 10.60% per annum) only if BSX’s closing value on the relevant valuation date is at or above the coupon barrier value, set at 61.00% of the initial underlying value.

If on any potential autocall date BSX is at or above its initial value, the notes are automatically redeemed for $1,000 plus the coupon, which can cap overall returns. If not called and at maturity BSX is below the final barrier value (also 61.00% of initial), repayment equals $1,000 + ($1,000 × underlying return), exposing investors to 1-for-1 downside and possible total loss of principal, with no upside participation beyond coupons and no dividends.

The notes are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., and are subject to their credit risk. CGMI acts as underwriter, receiving an underwriting fee of up to $21.50 per security; the issuer expects an estimated value on the pricing date of at least $920.00 per security, below the issue price. Liquidity may be limited, tax treatment is complex (including potential 30% withholding on coupons for certain non‑U.S. holders), and the product is intended only for investors who understand structured equity‑linked risk.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured senior medium-term notes in the form of autocallable contingent coupon equity-linked securities tied to Boston Scientific Corporation (BSX), due October 7, 2027 and fully and unconditionally guaranteed by Citigroup Inc.

Each security has a $1,000 stated principal amount and pays a contingent coupon of 1.0833% of principal per period (about 13.00% per annum) only if BSX’s closing value on the relevant valuation date is at or above a coupon barrier set at 61.00% of the initial value. The same 61.00% level serves as the final barrier for principal protection. If on any potential autocall date BSX closes at or above its initial value, the notes are automatically redeemed for $1,000 plus the applicable coupon, which can cap total return.

If the notes are not called and BSX’s final value is below the final barrier, the maturity payment per note is $1,000 + ($1,000 × underlying return), exposing holders to one-for-one downside and up to a complete loss of principal, with no minimum repayment. Investors do not receive BSX dividends or upside beyond coupons and face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer expects the estimated value on the pricing date to be at least $935.50 per $1,000 note, below the issue price, reflecting embedded costs, dealer compensation and hedging.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, autocallable medium-term senior notes linked to Lennar Corporation stock, due September 13, 2029. Each security has a $1,000 stated principal amount, pays no interest and is fully and unconditionally guaranteed by Citigroup Inc.

The notes may be automatically redeemed on scheduled valuation dates starting September 13, 2027 if Lennar’s closing value is at or above its initial value, paying $1,000 plus a fixed premium that steps up from 23.50% to 70.50% of principal over time. If held to maturity and not called, investors receive principal plus the final premium if Lennar is at or above its initial value, principal only if it is between the initial value and the final barrier at 70% of the initial value, and a loss matching Lennar’s decline (down to zero) if below the barrier. The estimated value on the pricing date is expected to be at least $908.50 per security, below the $1,000 issue price, and returns depend on both Lennar’s performance and the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, structured as Barrier Digital Securities linked to the worst performer of the EURO STOXX 50® Index and the MSCI Emerging Markets Index, each with a stated principal amount of $1,000 and maturing on September 2, 2031.

The notes pay no interest and offer an 84.50% digital return ($845 per security) if the worst-performing index finishes at or above its initial level; if it finishes below the initial but at or above 70% of that level, only principal is returned. If the worst-performing index ends below its 70% barrier, repayment is reduced 1‑for‑1 with the index loss, down to a possible total loss of principal. Citigroup Inc. fully and unconditionally guarantees payments, but investors face issuer and guarantor credit risk, emerging markets and non‑U.S. equity risk, limited liquidity, and complex, uncertain U.S. tax treatment.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of callable contingent coupon equity-linked securities due September 13, 2029. The notes are fully and unconditionally guaranteed by Citigroup Inc.

Each $1,000 security pays a contingent coupon of at least 1.00% per quarter (at least 12.00% per annum) only if, on the relevant valuation date, the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index is at or above 70% of its initial value. The issuer may redeem the notes in whole on specified quarterly dates at $1,000 plus any due coupon.

If not redeemed early, at maturity investors receive $1,000 per security only if the worst performing index is at or above 70% of its initial value; otherwise, repayment is reduced 1-for-1 with the index decline, potentially to zero principal, with no final coupon. The issue price is $1,000 per security, including up to a $5.00 underwriting fee, with at least $995.00 per security to the issuer and an estimated value of at least $939.50 on the pricing date. The notes carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have limited or no assured liquidity, and involve complex tax and market risks.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering callable contingent coupon equity-linked securities linked to the worst performing of the EURO STOXX 50® Index, the Russell 2000® Index and the S&P 500® Index, maturing on September 2, 2031. Each security has a $1,000 stated principal amount and pays a contingent coupon of 2.50% of principal per quarter (a 10.00% per annum rate) only if, on the relevant valuation date, the worst performing index closes at or above 70.00% of its initial value. Principal repayment is conditional: if at final valuation the worst performing index is at or above 50.00% of its initial value, investors receive $1,000; otherwise repayment is $1,000 plus the index return, which can reduce principal significantly and potentially to zero. The notes are callable at the issuer’s option on specified dates at $1,000 plus any due coupon, are fully and unconditionally guaranteed by Citigroup Inc., and have an expected estimated value on the pricing date of at least $928.50 per $1,000 issue price. The securities carry issuer and guarantor credit risk, market risk on all three indices, potential loss of coupons and principal, limited liquidity, and complex, uncertain U.S. tax and withholding treatment, including possible 30% withholding for certain non-U.S. holders.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering Trigger Autocallable Contingent Yield Notes linked to the common stock of Dow Inc. The notes pay a 12.43% per annum contingent coupon, or $31.075 per $1,000 quarterly, only if Dow’s closing price on each valuation date is at or above a coupon barrier of $18.86 (60% of the $31.44 initial price). Beginning November 24, 2026, if Dow closes at or above the initial price on a quarterly valuation date, the notes are automatically called and repay principal plus that period’s coupon, with no further payments.

If not called, at maturity on August 26, 2027, investors receive principal plus the final coupon only if the final price is at or above the same $18.86 downside threshold. Otherwise, investors receive 31.80662 shares of Dow per note (subject to adjustments), whose value may be substantially below $1,000 and potentially zero, implying full 1‑for‑1 downside below the initial price. The notes are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., not listed on an exchange, and carry issuer and guarantor credit risk. The issue price is $1,000 per note, with an estimated value of $972.20.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Trigger Autocallable Notes linked to the least performing of the Dow Jones Industrial Average and Russell 2000 Index, fully and unconditionally guaranteed by Citigroup Inc. The notes have a $10.00 stated principal amount, a term of approximately 5 years (to August 28, 2031) and may be automatically called quarterly beginning one year after issuance if the least performing index is at or above its initial level.

The notes pay no interest; investor return is the call return, based on a fixed annual rate of 9.40%–9.90%, increasing the longer the notes remain outstanding, with maximum call return of 47.00% (call price $14.70) if called at final valuation. If never called and the least performing index finishes below its initial level but at or above 75% of its initial level (the downside threshold), investors receive only principal back. If it finishes below the downside threshold, repayment is reduced one-for-one with the index loss, down to zero, exposing investors to 100% loss of principal.

The issue price is $10.00 per note, with an underwriting discount of $0.25 and proceeds to the issuer of $9.75 per note. Citigroup Global Markets Inc. estimates the initial value will be at least $9.57 per note. The notes are unsecured, unsubordinated obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any securities exchange, and may have limited or no liquidity.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Autocallable Contingent Coupon Market-Linked Notes linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, due September 30, 2036, in $1,000 denominations. Payments are fully and unconditionally guaranteed by Citigroup Inc.

The notes pay a 0.9208% monthly contingent coupon (about 11.05% per annum) only if, on the relevant valuation date, the index is at or above a coupon barrier equal to 75% of the initial index value; otherwise no coupon is paid. If on any potential autocall date the index is at or above its initial value, the notes are automatically redeemed for $1,000 plus that period’s coupon.

The underlying is a Citi-designed, volatility-targeted index with a 35% volatility target and a built-in 6% per annum decrement, and may significantly underperform the Nasdaq‑100 Index®. The notes are unsecured obligations, not listed on any exchange, and carry issuer and guarantor credit risk. U.S. tax counsel expects debt treatment, with characterization as either variable rate or contingent payment debt instruments.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering callable equity-linked Medium-Term Senior Notes, Series N, with a stated principal amount of $1,000 per security, linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index.

The notes pay monthly coupons of at least 0.80% of principal (at least 9.60% per annum) starting October 2026, and may be redeemed at the issuer’s option at par plus coupon on monthly dates from March to August 2027. If not called, at maturity on September 1, 2027 investors receive $1,000 only if the worst-performing index is at or above 70% of its initial value; otherwise the payoff is reduced one-for-one with that index’s loss, potentially to zero (excluding the final coupon).

The notes are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by CITIGROUP INC, and expose investors to the credit risk of both entities, no dividends or upside participation in the indices, and limited or no secondary market liquidity. The issue price is $1,000, including a $4.50 underwriting fee, with estimated value on the pricing date expected to be at least $940.50 per note.

CITIGROUP INC (C), through its subsidiary Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of floating rate notes due June 29, 2029, fully and unconditionally guaranteed by Citigroup Inc.

The notes have a stated principal amount of $1,000 per note, priced on August 26, 2026 and issued on August 28, 2026, with full principal due at maturity. Interest is paid quarterly on the 28th of February, May, August and November, plus the maturity date. For each interest period, the rate equals daily compounded SOFR + 1.05%, subject to a minimum of 0.00% and a maximum of 5.15% per annum, using a 30/360 day-count convention.

The notes will not be listed on any securities exchange and may have limited or no liquidity. Net proceeds will be used for general corporate purposes and to hedge the issuer’s obligations via derivatives linked to SOFR. The notes are treated as “variable rate debt instruments” for U.S. federal income tax purposes. Sales to retail investors in the EEA and the United Kingdom are restricted under PRIIPs and related UK rules.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked securities due August 28, 2031, linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index. The notes are unsecured and fully guaranteed by Citigroup Inc.

The securities pay a contingent coupon of 0.6833% per month (about 8.20% per annum) only if, on each valuation date, the worst-performing index is at or above its 75% coupon barrier. Principal is protected only if, on the final valuation date, the worst-performing index is at or above its 70% final barrier; otherwise, repayment is reduced one-for-one with the index loss and can fall 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 coupon and no further payments. The issue price is $1,000 per security, with an underwriting fee of up to $40.75 and per-security proceeds to the issuer of $959.25. The initial estimated value is $947.40, below the issue price, reflecting 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 INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N titled Dual Directional Barrier Digital Plus Securities linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, due September 3, 2031. Each security has a $1,000 stated principal amount, with a pricing date of August 28, 2026 and issue date of September 2, 2026, and is fully and unconditionally guaranteed by Citigroup Inc.

The notes pay no interest and the maturity payment depends on the worst performing index. If that index ends at or above its initial value, investors receive $1,000 plus the greater of a digital return of at least $562.50 (at least 56.25%) or 1‑to‑1 upside participation. If it ends below its initial value but at or above 70% of its initial value (the final barrier), investors receive $1,000 plus the absolute value of the index loss. If it closes below the barrier, principal is exposed 1‑for‑1 to the loss, with no minimum payment at maturity, and investors may lose their entire investment.

The issue price is $1,000 per security, including an underwriting fee of up to $41.25, for net proceeds of $958.75 per security to the issuer. Citigroup Global Markets Inc. expects the estimated value on the pricing date to be at least $907.00 per security, reflecting selling, structuring and hedging costs and use of the issuer’s internal funding rate. The notes lack liquidity assurances, expose holders to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., provide no dividends or index constituent rights, and carry complex market and tax risks, including uncertain U.S. federal income tax treatment as a prepaid forward contract and potential application of Section 871(m) to non‑U.S. holders.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, guaranteed Callable Contingent Coupon Equity Linked Securities maturing on August 29, 2029, linked to the worst performer among the Nasdaq-100 Index, the Russell 2000 Index and the State Street Utilities Select Sector SPDR ETF.

The notes pay a 0.9667% contingent coupon per month (about 11.60% per annum) only if, on the relevant valuation date, the worst-performing underlying is at or above 70% of its initial level; otherwise no coupon is paid. At maturity, if not previously redeemed and the worst-performing underlying is at or above its 70% final barrier, investors receive the $1,000 principal; if it is below, repayment is reduced one-for-one with the underlying’s loss, potentially to zero.

Citigroup may call the notes at par plus any due coupon on specified dates, limiting future income if redeemed. The initial underlyings are 29,023.18 (Nasdaq-100), 2,995.080 (Russell 2000) and $43.22 (XLU). The estimated value is $975.40 per $1,000 note, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The securities involve credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., market and correlation risk across all three underlyings, limited liquidity, complex U.S. tax treatment and potential 30% withholding for certain non-U.S. holders.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N in the form of callable contingent coupon equity-linked securities tied to the worst performing of the SPDR S&P Regional Banking ETF (KRE) and the VanEck Vectors Junior Gold Miners ETF (GDXJ), fully and unconditionally guaranteed by Citigroup Inc.

Each security has a $1,000 stated principal amount. On each valuation date, a contingent coupon of at least 1.3333% of principal (approximately at least 16.00% per annum) is paid only if the worst-performing ETF’s closing value is at or above 60% of its initial value. If it is below that level, no coupon is paid for that period.

At maturity on September 7, 2029, if not earlier redeemed, investors receive $1,000 per security if the worst-performing ETF is at or above 50% of its initial value; otherwise, repayment is reduced dollar-for-dollar with the ETF’s decline, potentially to zero. Citigroup may call the notes in whole on specified dates, paying $1,000 plus any due coupon. The initial estimated value is expected to be at least $905.50 per $1,000, reflecting structuring and hedging costs, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, guaranteed Autocallable 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 29, 2029.

Each $1,000 security may pay a 0.6708% contingent coupon per month (about 8.05% 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 notes can be automatically redeemed on specified dates starting February 24, 2027 if the worst performing index is at or above its initial level, returning $1,000 plus the coupon.

If not called and, on the final valuation date, the worst performing index is below its 70% final barrier, repayment is reduced 1% for every 1% decline in that index, down to zero, with no minimum principal protection. Investors face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited liquidity, complex U.S. tax treatment, and an initial estimated value of $964 per note, below the $1,000 issue price.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, maturing August 29, 2029.

Each $1,000 security pays a 0.5875% contingent coupon per period (annualized 7.05%) only if, on the relevant valuation date, the worst-performing index is at or above 60% of its initial level. The notes can be automatically called from February 24, 2027 onward if the worst-performing index is at or above its initial level, returning $1,000 plus coupon.

If not called and, on the final valuation date, the worst-performing index is below its 60% final barrier, principal is reduced 1:1 with the index decline, down to zero. The notes are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., feature limited liquidity, and have an estimated value of $966.80 per $1,000 at pricing, below the issue price.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the VanEck Semiconductor ETF, each with a $1,000 stated principal amount and maturing July 27, 2028.

The notes pay a quarterly contingent coupon of 1.25% (15.00% per annum) only if, on the relevant valuation date, the worst-performing underlying is at or above its coupon barrier (70% of its initial value). Principal is protected only if, at final valuation, the worst-performing underlying is at or above its final barrier (60% of initial); otherwise repayment is reduced one-for-one with the decline and can fall to zero.

The notes can be automatically called from February 24, 2027 onward if the worst-performing underlying is at or above its initial value, returning $1,000 plus the coupon. The total offering is $1,142,000 at $1,000 per note, with an underwriting fee up to $22.25 per note and an estimated value of $972.70, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and to limited secondary market liquidity.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc. as issuer and Citigroup Inc. as guarantor, is offering autocallable unsecured structured securities linked to the worst performing of the iShares MSCI EAFE ETF, the iShares MSCI Emerging Markets ETF and the Russell 2000 Index, maturing August 28, 2031.

Each security has a $1,000 stated principal amount and a 30% downside buffer; below 70% of the initial value of the worst performer at final valuation, principal is reduced 1% for each 1% further decline. The notes may be automatically redeemed on periodic valuation dates if the worst performer is at or above its initial value, paying $1,000 plus a fixed premium that steps up from 9.15% in August 2027 to 45.75% on the final valuation date.

The issue price is $1,000, with up to $37.50 underwriting fee and at least $962.50 in proceeds to the issuer per note; total offering size is $773,000. The estimated value on the pricing date is $951.70, below the issue price, reflecting selling, structuring and hedging costs and use of an internal funding rate. The securities pay no interest, provide no dividends, have limited or no secondary market liquidity, and are subject to the credit risk of both the issuer and Citigroup Inc. U.S. tax treatment is uncertain and is described as analogous to a prepaid forward contract.

Citigroup Inc (C), through Citigroup Global Markets Holdings Inc., is offering $3,445,000 of unsecured Callable 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 August 29, 2029 unless earlier redeemed.

The notes pay a monthly contingent coupon of 1.0208% of the $1,000 principal (about 12.25% per annum) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level (the coupon barrier). The same 70% level acts as a final barrier for principal protection at maturity. If the worst-performing index finishes below its final barrier and the notes are not called, repayment is reduced dollar-for-dollar with the index decline, down to zero, and no final coupon is paid.

Citigroup may redeem all notes on specified call dates at $1,000 per note plus any due coupon, capping further income. Initial index levels are 29,023.18 (Nasdaq-100), 2,995.080 (Russell 2000) and 7,652.86 (S&P 500). The issue price is $1,000 per note, including up to $1.00 underwriting fee; the estimated value is $994.90, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Inc. (C), through Citigroup Global Markets Holdings Inc., is issuing unsecured, guaranteed structured notes linked to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing July 27, 2028. Each $1,000 note pays a 0.8042% monthly contingent coupon (about 9.65% per annum) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. If called on designated call dates, investors receive $1,000 plus any due coupon.

If not redeemed early, at maturity investors receive $1,000 per note if the worst-performing index is at or above its 70% final barrier; otherwise the payoff is $1,000 plus $1,000 times that index’s return, exposing investors to loss of most or all principal. The initial offering size is $4,337,000, issue price is $1,000 per note, and the underwriter’s estimated value is $972.90 per note, below the issue price. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the notes are expected to have limited or no liquidity.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc. as issuer and Citigroup Inc. as guarantor, is offering callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Dow Jones Industrial Average, Nasdaq‑100 Index® and S&P 500® Index, maturing August 29, 2029.

Each security has a $1,000 stated principal amount and pays a contingent coupon of 1.0417% per month (about 12.50% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier, set at 75% of its initial value. Principal is repaid at maturity only if the worst performer on the final valuation date is at or above its final barrier, set at 70% of its initial value; 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. The issue price is $1,000 per security, including up to a $4.00 underwriting fee; proceeds to the issuer are $996.00 per security, and the estimated value on the pricing date is $992.50, reflecting structuring and hedging costs and the issuer’s internal funding rate. Payments are unsecured and 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 INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Callable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, guaranteed by Citigroup Inc., maturing July 27, 2028.

The notes pay a 0.85% contingent coupon per period (10.20% per annum) only if, on each valuation date, the worst-performing index is at or above 65% of its initial level (the coupon barrier). Principal repayment at maturity is fully protected only if the worst-performing index is at or above the same 65% final barrier; otherwise, repayment is reduced 1-for-1 with the index decline and can fall to zero.

Citigroup may redeem the notes early on specified dates at $1,000 per note plus any due coupon. The issue price is $1,000 per security (aggregate $1,602,000), while the estimated value is $985.40, reflecting structuring and hedging costs and Citigroup’s internal funding rate. Investors face equity market, correlation, liquidity, tax and Citigroup credit risks, and forgo dividends and upside participation in the indices.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering callable Contingent Coupon Equity Linked Securities maturing August 29, 2029, linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and S&P 500® Index.

Each $1,000 security may pay a quarterly contingent coupon of 0.9583% (about 11.50% per year) only if, on the related valuation date, the worst-performing index is at or above 70% of its initial level; otherwise no coupon is paid. At maturity, if not previously called and the worst-performing index is at or above 70% of its initial level, investors receive $1,000 per security; if it is below 70%, repayment is reduced one-for-one with the index loss, down to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., offer no upside participation or dividends on the indices, may be illiquid, and have an estimated value of $991.20 per $1,000 at pricing, below the issue price.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering autocallable unsecured notes linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER, due August 29, 2034. Each security has a $1,000 stated principal, no interest and no principal protection.

The notes may auto-redeem quarterly from August 24, 2027 onward if the index closes at or above the initial level of 683.1152, paying $1,000 plus a fixed premium that starts at 20.35% and rises to 162.80% by the final valuation date. If held to maturity and never called, investors receive $1,000 plus the final premium if the index is at or above the barrier of 341.558 (50% of initial).

If the index finishes below the barrier, repayment is $1,000 × (1 + index return), creating 1‑for‑1 downside exposure and a potential total loss. The underlying index is complex and risky, using up to 500% leverage, a 40% volatility target and a 6% annual decrement, and is expected to underperform the S&P 500® Index. Estimated value on the pricing date is $894.50 per $1,000, below issue price, and secondary market liquidity depends on CGMI. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering autocallable unsecured debt securities linked to the worst performing of the Nasdaq‑100 Index and the S&P 500 Index, maturing August 29, 2029. The notes pay no interest and do not guarantee principal repayment.

The stated principal is $1,000 per security, with potential automatic early redemption on scheduled valuation dates if the worst index is at or above its initial level, paying $1,000 plus a fixed premium that steps up from 4.75% to 28.50% of principal. 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 below initial but at or above a 70% barrier; or a loss matching the full negative return of the worst index if it finishes below that barrier, down to zero.

The issue price is $1,000, the estimated value is $965.70, and underwriting fees are up to $29.50 per note. Investors face full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., no dividends or index upside beyond fixed premiums, complex tax treatment, and potentially limited or no secondary market liquidity.

Citigroup Inc (C), via Citigroup Global Markets Holdings Inc., is issuing autocallable contingent coupon equity-linked securities tied to the worst-performing of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index, with a stated principal amount of $1,000 per security and maturity on August 29, 2029, unless called earlier.

The notes pay a contingent coupon of 1.0083% per month (about 12.10% 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. Beginning February 24, 2027, the notes are automatically called if, on a potential autocall date, the worst-performing index is at or above its initial level, in which case investors receive $1,000 plus the coupon. If not called and, on the final valuation date, the worst-performing index is below its 70% final barrier, principal is reduced one-for-one with the index loss, down to zero. All payments are unsecured obligations of Citigroup Global Markets Holdings Inc. and are fully and unconditionally guaranteed by Citigroup Inc., and are subject to their credit risk and limited secondary-market liquidity.

CITIGROUP INC (via Citigroup Global Markets Holdings Inc.) is offering callable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, with an aggregate principal of $684,000 at $1,000 per security, maturing February 29, 2028.

The notes pay a monthly contingent coupon of 0.7333% of principal (about 8.80% per annum) only if, on each valuation date, the worst-performing index is at or above 60% of its initial level; otherwise no coupon is paid. If held to maturity and not called, investors receive full principal back only if the worst-performing index on the final valuation date is at or above 60% of its initial level; otherwise repayment is reduced one-for-one with that index’s loss, down to zero.

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. The initial estimated value is $985 per security, below the issue price, reflecting structuring and hedging costs.

Citigroup Inc (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, index-linked structured notes titled Autocallable Contingent Coupon Equity Linked Securities tied to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500, maturing August 29, 2028 and fully and unconditionally guaranteed by Citigroup Inc.

The notes have a stated principal of $1,000 and pay a 0.5833% contingent coupon per month (about 7.00% per annum) only if, on each valuation date, the worst-performing index is at or above its 70% coupon barrier. Starting February 24, 2027, the notes may be automatically called if the worst-performing index is at or above its initial level, returning $1,000 plus the coupon, which can cap upside.

If not called, maturity repayment depends on the worst-performing index on the final valuation date. If it is at or above 60% of its initial level, investors receive $1,000 (plus any final coupon if the 70% barrier is met). If it is below 60%, repayment is $1,000 plus the index return, exposing investors to losses up to total principal loss. The initial index levels are 29,023.18 (Nasdaq-100), 2,995.080 (Russell 2000) and 7,652.86 (S&P 500).

The total offering is $512,000, at $1,000 per security, with up to $26.50 underwriting fee per security and issuer proceeds of $973.50. The estimated value on the pricing date is $968.20, below issue price, reflecting selling, structuring and hedging costs and an internal funding rate. The notes offer no dividends, have limited or no secondary market liquidity, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., as well as complex U.S. tax treatment.