Every 424B that Citigroup Inc (C) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow C and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full C filings page.
Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes linked to the worst of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, with a stated principal of $1,000 per security.
The notes pay a contingent coupon of at least 1.0333% of principal per period (about 12.40% per annum, set on the pricing date) only if, on the prior valuation date, the worst-performing index is at or above 70% of its initial level; otherwise no coupon is paid. If not called and at maturity the worst index is at or above its 70% final barrier, investors receive $1,000 per security; if it is below, repayment is reduced in line with the index loss, potentially to zero.
The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon, capping future income. An underwriting fee of $6 per $1,000 security reduces proceeds to $994, and Citigroup estimates an initial value of at least $938.50, below the issue price, reflecting structuring and hedging costs. Investors face worst-of equity performance risk, Citigroup credit risk, limited secondary market liquidity and complex, uncertain U.S. tax treatment.
Citigroup Inc. is offering unsecured Callable Fixed Rate Notes due July 17, 2041, with a stated principal of $1,000 per note and a fixed interest rate of 5.50% per year, payable annually on July 17 starting in 2027, using a 30/360 day-count basis.
Beginning January 17, 2029, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on quarterly redemption dates in January, April, July and October. The notes are intended to qualify as eligible debt securities for the Federal Reserve’s total loss-absorbing capacity rule, so in a Citigroup bankruptcy losses would be imposed on shareholders and unsecured creditors, including noteholders.
A wholly owned Citigroup subsidiary may assume the obligations on at least 15 business days’ notice, with Citigroup guaranteeing payments; the successor issuer may be less creditworthy or have nominal assets, and, other than payment default, many bankruptcy or covenant events relating to Citigroup would not constitute an event of default. The notes will not be listed on any securities exchange. Citigroup Global Markets Inc. will underwrite the offering, receiving an underwriting fee of up to $20 per $1,000 note, and net proceeds will be used for general corporate purposes and to hedge obligations under the notes.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable zero coupon notes due January 24, 2028. Each note has a $1,000 stated principal amount and pays no periodic interest; value instead accretes at a 4.66% annual non-compounding yield.
Unless earlier redeemed, holders receive $1,071.19444 per $1,000 at maturity. Citigroup may redeem all notes on July 23, 2027 at $1,047.24722 per $1,000, implying a 4.65852% yield to that date or 4.60445% to maturity. The notes are not listed on any exchange, will be treated as original issue discount debt for U.S. tax purposes, and are subject to selling restrictions for retail investors in the European Economic Area and the United Kingdom.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable fixed rate notes due July 17, 2031 in $1,000 denominations. The notes pay 5.00% interest per year, calculated on a 30/360 basis and paid semi-annually on January 17 and July 17, starting January 17, 2027.
Beginning July 17, 2027, the issuer may redeem the notes on any January 17, April 17, July 17 or October 17 at 100% of principal plus accrued interest, so investors face reinvestment risk. The notes are not listed on an exchange. CGMI underwrites, earning up to $10 per note, and will use net proceeds for general corporate purposes and hedging. For U.S. federal income tax purposes the notes are treated as fixed rate debt issued without original issue discount.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior notes called Callable Contingent Coupon Equity Linked Securities with a stated principal amount of $1,000 per security, linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indexes.
The notes pay a contingent coupon of 0.9667% of principal per period (about 11.60% per year) only if, on each valuation date, the worst-performing index is at or above 70% of its initial level. At maturity, if not previously called, principal is fully repaid only if that worst index is at or above 60% of its initial level; below that, 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. Investors do not receive dividends or upside participation in the indexes and face the risk of missing all coupons and losing most or all principal. An underwriting fee of up to $7 per security reduces issuer proceeds to $993, and the estimated value on the pricing date is expected to be at least $939, reflecting structuring, hedging costs and the issuer’s internal funding rate. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, equity-linked medium-term senior notes tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, with scheduled maturity on August 2, 2029, unless called earlier.
The notes pay a contingent coupon of at least 0.8333% of the $1,000 principal (about at least 10.00% per annum) on each payment date only if, on the preceding valuation date, the worst-performing index is at or above 61.50% of its initial level; missed coupons can be paid later if this barrier is subsequently met. At maturity, if the notes are not redeemed and the worst-performing index is at or above 61.50% of its initial level, investors receive $1,000; otherwise they lose 1% of principal for each 1% decline in that index, potentially down to zero. The issuer may redeem the notes at par plus any due coupon on specified dates. The issue price is $1,000 per note, including a $6.00 underwriting fee, with proceeds of $994 to the issuer and an estimated initial value of at least $940, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. Investors face equity-market risk, limited liquidity, complex U.S. tax treatment and the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured, autocallable medium-term senior notes linked to the worst performer of the EURO STOXX 50® Index, the MSCI EAFE® Index and the MSCI Emerging Markets Index, each with a $1,000 stated principal amount and maturing on August 7, 2031.
The notes pay no interest and do not guarantee principal. On scheduled valuation dates from August 4, 2027 through August 4, 2031, if the closing value of the worst performing index is at least 95.00% of its initial level, the notes are automatically redeemed for $1,000 plus a fixed premium for that date. If held to maturity and not called, investors receive $1,000 plus an 80.75% premium if the worst index is at or above 95.00% of its initial level, $1,000 if it is at least 75.00% but below 95.00%, and $1,000 plus the index return if it is below 75.00%, creating 1:1 downside exposure that can reduce repayment to zero.
The notes offer no dividends or upside beyond scheduled premiums and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., as well as limited liquidity. The issue price is $1,000 per note, including up to a $20.00 underwriting fee, with issuer proceeds of $980.00 per note and an estimated value on the pricing date expected to be at least $914.00, based on internal models and funding rates.
Citigroup Inc. is offering callable fixed rate notes due July 17, 2036, with a stated principal amount of $1,000 per note and a fixed interest rate of 5.35% per year, paid annually each July 17 from 2027 until maturity, unless earlier redeemed.
Beginning January 17, 2028, Citigroup may redeem the notes in whole on quarterly redemption dates at 100% of principal plus accrued interest, which introduces reinvestment risk for holders. The notes are intended to qualify as total loss‑absorbing capacity eligible debt, so in a Citigroup Inc. bankruptcy losses would be imposed on shareholders first and then on unsecured creditors, including these notes.
Any wholly owned subsidiary may assume the obligations as a successor issuer, with Citigroup guaranteeing payments, which alters default triggers and may expose investors to a less creditworthy entity. The notes are unsecured, will not be listed on any exchange, carry a temporary six‑month secondary‑market price adjustment by CGMI, and are sold at $1,000 per note (not less than $985 for certain investors) with underwriting fees of up to $15 per note.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term senior notes linked to the worst performing of the Russell 2000 Index, the S&P 500 Index and the State Street Industrial Select Sector SPDR ETF, maturing on July 26, 2029 unless earlier redeemed.
The notes pay a contingent coupon of at least 0.8875% of the $1,000 principal (at least 10.65% per annum) on each observation date only if the worst underlying closes at or above 70% of its initial level. At maturity, if the notes are not called and the worst underlying is at or above 70%, holders receive $1,000; otherwise they receive $1,000 plus $1,000 times the worst underlying’s return, risking up to a total loss of principal. Citigroup may redeem the notes on specified dates at $1,000 plus any due coupon. The issue price is $1,000, including an underwriting fee of up to $7.00 (net proceeds $993.00), while the estimated value is at least $932.00 per note, and investors face both issuer credit risk and limited secondary market liquidity.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes, Series N, $1,000 stated principal amount per security, due July 25, 2028, as Callable Contingent Coupon Equity Linked Securities linked to the worst of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index.
On each contingent coupon payment date, investors receive at least 0.9208% of principal (approximately 11.05% per annum) only if the worst-performing index on the prior valuation date is at or above 70.00% of its initial value; otherwise no coupon is paid. The issuer may redeem all securities on specified potential redemption dates for $1,000 plus any related contingent coupon.
If not redeemed, at maturity investors receive $1,000 per security when the worst-performing index is at or above 60.00% of its initial value; otherwise they receive $1,000 plus $1,000 times that index’s return, so principal can decline one-for-one with index losses with no minimum repayment. The notes are unsecured, not insured by the FDIC, may have limited or no secondary market, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The expected estimated value on the pricing date is at least $941.00 per security versus a $1,000 issue price, with an underwriting fee of up to $7.00 per security.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity‑linked notes tied to the worst performer of the iShares MSCI EAFE ETF, Nasdaq‑100 Index and S&P 500 Index, maturing July 27, 2029.
Each $1,000 note pays a 2.95% quarterly contingent coupon (11.80% per annum) only if, on the relevant valuation date, the worst performing underlying is at or above 70% of its initial value. The issuer may redeem all notes on specified dates at $1,000 plus any coupon. At maturity, if not redeemed and the worst underlying is at or above 70% of its final barrier value, investors receive $1,000; otherwise they are repaid $1,000 plus the underlying return of the worst underlying, which can reduce principal to zero. The notes are unsecured obligations exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have limited liquidity, an estimated value on the pricing date of at least $936 per $1,000, and involve complex market and tax risks summarized in the risk factors.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Buffered S&P 500® Index-Linked Notes with a $1,000 stated principal amount per note. The notes pay no interest, and the repayment at maturity depends on S&P 500 performance over roughly 15–17 months.
Investors receive 130.00% upside participation in the index, but gains are capped by a maximum settlement amount expected between $1,167.57 and $1,197.08 per $1,000, corresponding to a maximum return of 16.757%–19.708%. A 10.00% buffer protects principal down to 90% of the initial index level; below that, investors lose approximately 1.1111% of principal for each additional 1% index decline and can lose their entire investment.
The notes are unsecured senior debt subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed, and may have limited or no secondary market. Holders forgo dividends and current income and face complex, uncertain U.S. tax treatment. The estimated value on the trade date will be lower than the issue price because of selling, structuring and hedging costs and the use of the issuer’s internal funding rate.
Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is issuing callable fixed‑rate notes due July 17, 2029 with a stated principal of $1,000 per note. The notes pay 4.65% per annum, with interest paid semi‑annually on January 17 and July 17 on a 30/360 basis.
Beginning July 17, 2027, the issuer may redeem the notes in whole on specified quarterly redemption dates at 100% of principal plus accrued interest, which can shorten the investment period. The notes are not listed on any securities exchange, and Citigroup Global Markets Inc. is not obligated to make a secondary market.
The standard issue price is $1,000 per note, with certain institutional or fee‑based investors paying between $994.00 and $1,000; the underwriter receives a fee of up to $6.00 per note. Net proceeds are used for general corporate purposes and to hedge obligations under the notes, which are treated as fixed‑rate debt without original issue discount for U.S. federal income tax purposes.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,200,000.00 of Autocallable Barrier Securities linked to the EURO STOXX 50® Index, with $1,000.00 stated principal per security. The notes price on July 14, 2026 and are scheduled to mature on July 17, 2031, unless automatically redeemed.
The notes may be automatically redeemed on July 14, 2027 if the index closes at or above its initial value of 6,280.19, paying $1,000.00 plus a fixed premium (illustrated as $118.00). If held to maturity, investors receive $1,000.00 plus leveraged upside at a 200.00% participation rate when the final index value exceeds the initial value, par repayment when it is between the 60.00% final barrier value of 3,768.114 and the initial value, and a loss matching index declines when it finishes below the barrier.
The issue price exceeds the estimated value of $959.70 per security and embeds an underwriting fee of up to $33.50, with minimum proceeds to the issuer of $966.50 per security. The securities are unsecured obligations, not bank deposits and not insured or guaranteed by the FDIC or any other governmental agency.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering contingent income callable securities due July 2028 linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices. The stated principal amount is $1,000 per security.
The securities pay a contingent coupon of 2.2125% per quarter (8.85% per annum) if, during the relevant observation period, none of the indices ever closes below 60.00% of its initial level. If any index closes below its coupon barrier level on any trading day in the period, no coupon is paid for that quarter.
At maturity, if not previously redeemed and the final level of the worst-performing index is at least 60.00% of its initial level, holders receive $1,000 plus any final coupon. Otherwise, repayment is $1,000 plus $1,000 times the index return of the worst-performing index, exposing investors to 1:1 downside and the possibility of losing most or all principal.
The issuer may call the notes in whole on specified quarterly dates starting October 29, 2026, at $1,000 plus any due coupon. The issue price is $1,000, including a $20 underwriting fee per security; Citigroup currently expects the estimated value on the pricing date to be at least $922 per security. Non-U.S. holders may face 30% withholding on coupon payments.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term senior notes linked to the State Street SPDR S&P 500 ETF Trust. Each security has a $1,000 stated principal amount and does not pay interest.
The notes may be automatically redeemed if on a valuation date in 2027 or 2028 the ETF’s closing value is at or above the initial level, paying $1,000 plus a premium of 8.60% or 17.20%. If held to the July 2029 maturity and not called, investors receive (i) $1,000 plus the greater of a 25.80% premium or 150% of any ETF gain, (ii) $1,000 if the ETF is down but no more than 40%, or (iii) $1,000 plus the ETF return if it has fallen below the 60% barrier, exposing investors to full downside and possible total loss of principal. The initial ETF level is $754.81 and the barrier is $452.886. The issue price is $1,000, including a $10 underwriting fee; proceeds to the issuer are $990 per note, and the estimated value on the pricing date is expected to be at least $931, reflecting embedded costs and hedging.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $769,000 of Autocallable Contingent Coupon Equity Linked Securities linked to the worst of the Nasdaq‑100 Index, the Russell 2000 Index and the SPDR S&P Regional Banking ETF (KRE). Each unsecured note has a stated principal of $1,000 and matures on July 18, 2029, subject to automatic early redemption.
The notes pay a contingent coupon of 0.7917% of principal per month (about 9.50% 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. Autocall can occur on scheduled dates starting January 15, 2027 if the worst underlying is at or above its initial value, returning $1,000 plus the coupon.
If not called and the worst underlying is at or above its final barrier (60% of initial) on the final valuation date, investors receive $1,000 per note (plus any final coupon). If it is below the final barrier, repayment is $1,000 + $1,000 × underlying return, exposing investors to one‑for‑one downside and up to total loss. The estimated value on the pricing date is $943.10 per note, below the $1,000 issue price, and the notes carry Citigroup credit, liquidity, market and tax risks highlighted extensively in the risk factors.
Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering medium-term senior Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of Alphabet Inc. Class C shares and NVIDIA Corporation common stock, due July 26, 2029, in $1,000 denominations.
The notes pay a contingent coupon of 1.5917% of principal per observation period (about 19.10% per annum) only if, on the relevant valuation date, the worst performing underlying is at or above 70% of its initial value; otherwise no coupon is paid. Beginning October 22, 2026, if on a potential autocall date the worst performer is at or above its initial value, the notes are automatically redeemed at $1,000 plus that period’s coupon.
If not called and on the final valuation date the worst performer is at or above 50% of its initial value, holders receive $1,000 per note (plus the final coupon if the 70% barrier is met). If it is below 50%, repayment is $1,000 + $1,000 × underlying return of the worst performer, which can reduce principal to zero. The issue price is $1,000 with an underwriting fee of up to $7 and per-note proceeds of $993; the initial estimated value is expected to be at least $921, reflecting structuring and hedging costs. All payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the notes are expected to have limited or no secondary market liquidity.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Buffered PLUS notes linked to the EURO STOXX 50® Index with a stated principal amount of $1,000 per security and maturity in February 2029. These approximately 2.5‑year notes pay no interest and provide 200% leveraged exposure to index gains at maturity, capped by a maximum return of at least $316.50 per security (31.65% of principal).
If the index falls by no more than the 15.00% buffer, investors receive $1,000 back. Losses begin on a 1‑for‑1 basis beyond that buffer, with a minimum payment of $150.00 per security, so up to 85.00% of principal can be lost. The issuer expects an estimated value of at least $919.50 per $1,000 note on the pricing date, below the $1,000 issue price, alongside a $30.00 underwriting fee, $25.00 selling concession and $5.00 structuring fee per security. 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 Contingent Income Auto-Callable Securities due July 2029 linked to the common stock of UnitedHealth Group Incorporated. Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of 2.5625% (10.25% per annum) only if the UNH closing price on the related valuation date is at least 65.00% of the initial share price.
Beginning about three months after issuance, the notes are automatically redeemed if UNH closes at or above the initial share price on a potential redemption date, returning $1,000 plus the applicable coupon, including any previously unpaid coupons. If not called and the final UNH price is at least the 65% downside threshold, holders receive principal plus the final coupon (with any catch-up coupons). If the final price is below the threshold, repayment is $1,000 plus $1,000 × share return, exposing investors to a 1‑for‑1 loss with the stock and up to 100% loss of principal with no coupon at maturity. The estimated value is expected to be at least $918 per $1,000 note, below the issue price, reflecting dealer compensation and hedging. The notes do not provide dividends on UNH, may be illiquid, and involve complex U.S. tax and potential 30% withholding consequences, particularly for non‑U.S. investors.
Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes, Series N as callable contingent coupon equity-linked securities due July 26, 2029. The notes are linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index. Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 0.9625% of principal per period (at least 11.55% per annum) when, on the relevant valuation date, the worst performing index closes at or above 70% of its initial value.
If not called early, principal repayment at maturity depends solely on the worst performing index. Full principal is returned only if that index finishes at or above 60% of its initial value; otherwise repayment is reduced one-for-one with the index loss, and investors can lose up to all of their investment. Citigroup may redeem the notes in whole on specified dates for $1,000 plus any due coupon. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., secondary market liquidity may be limited, the initial estimated value is expected to be at least $940 per $1,000 note, and U.S. tax treatment is uncertain, particularly for non-U.S. investors.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior “Contingent Income Callable Securities” due July 2028 linked to the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500 indices.
Each security has a $1,000 stated principal and pays a quarterly contingent coupon of 2.975% of principal (11.90% per year) only if, throughout the observation period, every index stays at or above 70% of its initial level; any breach by one index cancels that period’s coupon.
The notes are callable in whole on set quarterly dates at $1,000 plus any due coupon, which can cap income if markets are favorable. At maturity, if not called, principal is repaid only if the worst index is at or above 70% of its initial level; otherwise repayment is reduced one‑for‑one with that index’s loss, down to zero. The issue price is $1,000, while the estimated value on the pricing date is expected to be at least $922.50 per security, reflecting embedded costs, hedging and the issuer’s internal funding rate. These unsecured notes also carry Citigroup credit risk and complex tax and withholding considerations, including potential 30% withholding on coupons for some non‑U.S. holders.
Citigroup Global Markets Holdings Inc. is offering $6,710,000.00 of autocallable contingent coupon equity linked securities, guaranteed by Citigroup Inc., each with a $1,000 stated principal amount and linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index.
The notes pay a 2.125% contingent coupon per payment date (8.50% per annum) only if, on each valuation date, the worst index is at or above 65.00% of its initial level; missed coupons are not made up. From January 14, 2027 through April 16, 2029, if on a potential autocall date the worst index is at or above its initial level, the notes are automatically redeemed at $1,000 plus the related coupon.
If not called, at maturity investors receive $1,000 per note only if the worst index is at or above 55.00% of its initial level; otherwise principal is reduced one-for-one with the index loss, potentially to zero, and no coupon is paid. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market, and have an estimated value of $976.20 per security, below the $1,000.00 issue price because of selling, structuring and hedging costs. U.S. federal tax treatment is uncertain and could be adversely affected by future changes.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable equity‑linked notes due July 16, 2027 tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indexes. Each $1,000 note pays monthly coupons of 1.0958% (about 13.15% per year).
The issuer may redeem the notes at par plus coupon on monthly dates from January to June 2027. If not called, principal repayment depends on index performance and a 70% knock‑in barrier observed throughout the term. Full principal is repaid if the worst index finishes at or above its initial level, or below it without ever breaching its barrier.
If any index ever closes below 70% of its initial level and the worst index ends below its start, the maturity payment is reduced one‑for‑one with that decline and can fall to zero, excluding the final coupon. The notes offer no upside to index gains, carry Citigroup credit risk, limited liquidity and complex tax and valuation considerations. The initial estimated value is $993.30 per $1,000 note, below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $3,419,000 of callable contingent coupon equity-linked securities tied to the worst performing of the EURO STOXX 50®, Nasdaq-100® and Russell 2000® indices, in $1,000 denominations, maturing July 19, 2029.
The notes pay a quarterly contingent coupon of 3.5375% of principal (14.15% annualized) only if, on the relevant valuation date, the worst-performing index is at or above 80% of its initial level; otherwise no coupon is paid. Citigroup may redeem the notes at par plus any coupon on specified dates starting in 2027, limiting future income if called.
If held to maturity and not called, investors receive full principal only if the worst index is at or above its 80% final barrier; otherwise repayment is reduced one-for-one with that index’s loss, down to zero. Investors forgo dividends and index upside, face limited or no liquidity, and bear the unsecured credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The initial estimated value is $966.30 per note, below the $1,000 issue price due to embedded costs and dealer compensation.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $662,000 of autocallable market-linked securities linked to the Citi Dynamic Asset Selector 5 Excess Return Index, maturing July 19, 2033. The notes pay no interest and are designed to return the $1,000 stated principal at maturity, subject to issuer and guarantor credit risk.
On valuation dates from 2027–2032, if the Index closes at or above the autocall barrier of 235.385 (102% of the 230.77 initial level), the notes are automatically redeemed for $1,000 plus a fixed premium stepping up from 9.40% to 56.40%. If not called and the Index ends above its initial level, holders receive principal plus 100% of the index return; otherwise only principal is repaid.
The issue price is $1,000 per note, including an underwriting fee of up to $37.50, while the initial estimated value is $916.80, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The underlying index is a rules-based, volatility-targeted futures strategy with a 5% volatility target and a 0.85% annual index fee, and has recently lagged equity benchmarks over 1–5 year horizons.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst of the Nasdaq-100, Russell 2000 and S&P 500, due July 19, 2029. Each security has a $1,000 principal amount.
The notes may pay contingent coupons of at least 0.9583% of principal (about 11.50% per year) on scheduled dates, but only if the worst-performing index on the prior valuation date is at or above its coupon barrier, set at 70% of its initial level. They can be automatically redeemed from 2027 onward if that index is at or above its initial level, returning principal plus the applicable coupon.
At maturity, if not called, investors receive principal back only if the worst-performing index is at or above its final barrier of 60% of its initial level; otherwise repayment is reduced in line with the index loss and can be zero. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited liquidity, and have an estimated value on the pricing date of at least $941 per security versus the $1,000 issue price.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities with a stated principal amount of $1,000 per note, linked to the worst performer of the S&P 500 Index and the S&P 500 Equal Weight Index.
On each valuation date, investors receive a contingent coupon only if the worst-performing index closes at or above 60.00% of its initial value. The coupon is at least 0.6333% of principal per period, equivalent to an annual rate of at least approximately 7.60%, set on the pricing date. The issuer may redeem the notes on specified dates at $1,000 plus any due coupon.
If not called, at maturity investors receive $1,000 per note if the worst-performing index is at or above its 60.00% final barrier; otherwise, repayment is reduced one-for-one with the index loss, potentially to zero, with no final coupon. The issue price is $1,000, including an underwriting fee of up to $5.50, while the estimated value is expected to be at least $933.50 per note, reflecting fees, funding costs and hedging. The notes are unsecured obligations, involve complex equity, credit and interest-rate risks, and have uncertain and potentially adverse U.S. tax treatment, including possible 30% withholding on coupons for certain non-U.S. holders.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 12,000 Contingent Income Auto-Callable Securities linked to the Invesco QQQ Trust, Series 1, with an aggregate stated principal amount of $12,000,000 ($1,000 per security) and principal at risk.
The notes pay a monthly contingent coupon of 1.4167% (about 17% per annum) only when QQQ closes at or above the downside threshold of $652.959 (90.00% of the $725.51 initial share price); missed coupons can be repaid later if the threshold is met. The securities auto-redeem at par plus coupon (including previously unpaid coupons) if on any potential redemption date QQQ is at or above the initial share price.
If held to July 16, 2027 and not auto-redeemed, investors receive principal plus the final coupon (with any unpaid coupons) when QQQ finishes at or above the downside threshold, or incur leveraged losses below that level, potentially losing the entire $1,000 per security. The estimated value is $996.10 per security, below the issue price, and complex tax and withholding rules, including possible 30% withholding for some non-U.S. holders, apply.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured autocallable securities linked to the Russell 2000® Index, due July 21, 2031. Each security has a $1,000 stated principal amount, pays no interest, and all payments are subject to Citigroup’s credit risk.
The notes may redeem early on scheduled valuation dates if the index closes at or above an autocall barrier of 90.00% of its initial value, paying $1,000 plus a fixed premium that starts at 9.50% and rises to at least 47.50% of principal by the final valuation date. If held to maturity without prior redemption, investors receive $1,000 plus the final premium if the index is at or above the autocall barrier; $1,000 if it is below the barrier but at or above a final buffer value of 85.00% of the initial level; or a reduced amount if it finishes below the buffer, with losses increasing at a buffer rate of 1.1765, potentially up to a total loss of principal. The issuer currently expects the estimated value on the pricing date to be at least $946.00 per $1,000, reflecting structuring and hedging costs, and warns of limited or no secondary market, small-cap equity volatility, and uncertain, complex U.S. tax treatment, including potential Section 871(m) implications for non-U.S. holders.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, with a stated principal amount of $1,000 per security and maturity on August 5, 2036.
The notes pay a monthly contingent coupon of at least 1.2083% (about 14.50% per year) only when the index closes at or above a coupon barrier equal to 60% of its initial level. From August 2, 2027, if on any trading day the index is at or above its initial level, the notes are automatically redeemed at $1,000 per security (plus a coupon only if that day is also a valuation date), ending any further income.
If not called, principal repayment at maturity depends on the final index value. Investors receive full principal back if the index is at least 50% of its initial level; otherwise, repayment is reduced one-for-one with the index decline, with the potential for a total loss of principal and no final coupon. The complex underlying uses up to 500% leverage, a 35% volatility target and a 6% annual decrement, and has historically underperformed the Nasdaq-100 Index®. Each note is sold at $1,000, including a $50 underwriting fee, with expected estimated value of at least $850, and is subject to significant market, credit, structural and tax risks, including potential 30% withholding for certain non-U.S. holders and issuer-optional early redemption at fair value if the Cboe implied volatility indices are materially modified.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities due July 24, 2031, tied to the worst performer of the iShares MSCI Emerging Markets ETF and the S&P 500 Index. Each note has a $1,000 principal amount and may pay periodic contingent coupons of at least 1.1667% of principal per period (about 14.00% per annum) if, on the prior valuation date, the worst-performing underlying is at or above 70% of its initial level.
If not called and the worst-performing underlying is at or above 60% of its initial level at maturity, investors receive $1,000 plus any final coupon; below that barrier, principal is reduced one-for-one with the underlying’s loss, potentially to zero, and no coupon is paid. The issuer can redeem the notes on specified dates starting in 2027 at $1,000 plus any due coupon, which can shorten the investment. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not FDIC-insured, may have limited secondary market liquidity, and have an estimated value on the pricing date expected to be at least $931.50 per note versus a $1,000 issue price, reflecting fees, hedging costs and the issuer’s internal funding rate. U.S. tax treatment is uncertain; they are intended to be treated as prepaid forward contracts with coupons taxed as ordinary income.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior notes titled Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, maturing July 20, 2029.
The notes have a stated principal of $1,000 and pay a contingent coupon of at least 0.9083% per period (about 10.90% per year) only when the worst-performing index on the prior valuation date is at or above 70.00% of its initial value. On specified potential autocall dates, if that worst index is at or above its initial value, the notes are automatically redeemed for $1,000 plus the coupon, which can cap the overall income stream.
If the notes are not called and the worst index finishes below 70.00% of its initial value on the final valuation date, principal is reduced point-for-point with that decline, down to zero, and no final coupon is paid. The issue price is $1,000 per note, including a $4.00 underwriting fee, leaving $996 in proceeds to the issuer. The initial estimated value is at least $942.50 per note, highlighting embedded structuring and distribution costs, limited expected liquidity and exposure to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due October 29, 2029. Each $1,000 security pays a contingent coupon of at least 1.0417% per period (at least 12.50% per annum) only when the worst of the Nasdaq-100, Russell 2000 and S&P 500 indexes is at or above 70% of its initial level on the relevant valuation date.
If the notes are not called and on the final valuation date the worst-performing index is at or above 70% of its initial level, investors receive $1,000 per note plus any final coupon. Otherwise, repayment equals $1,000 plus $1,000 times the worst index return, with no minimum, so the maturity payment can be far below principal or zero, and the final coupon would also be skipped.
The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon, limiting future income. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may be illiquid, and have an estimated value on the pricing date expected to be at least $941 per $1,000 issue price, reflecting selling costs and hedging profits.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term senior notes linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index, each with a stated principal amount of $1,000 and scheduled maturity on July 21, 2031.
The notes pay a contingent coupon of at least 0.9875% of principal per month (at least 11.85% per year) only when the worst performing index on the relevant valuation date is at or above 70% of its initial level, and may be redeemed early at the issuer’s option at par plus any due coupon. At maturity, if not called, principal is fully returned only if the worst index is at or above 60% of its initial level; otherwise repayment falls one-for-one with that index’s loss, down to zero.
Investors bear Citigroup credit risk, receive no dividends or upside participation in the indices, face the possibility of no coupons and substantial principal loss, limited or no liquidity, and an initial estimated value (at least $938 per note) that is below the $1,000 issue price due to fees, hedging costs and the issuer’s internal funding rate.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering $10,000,000 of Step Down Trigger Autocallable Notes linked to the least performing of the Nasdaq‑100 Index and the Russell 2000 Index, at an issue price of $10.00 per note.
The notes have a term of approximately 3 years and may be automatically called quarterly starting about one year after issuance if the least performing index is at or above its initial level, or at or above 75% of its initial level on the final valuation date. The call return rate is 11.40% per annum, reaching a maximum call price of $13.420 at maturity if conditions are met. If the notes are not called, repayment at maturity equals $10.00 plus $10.00 times the negative or positive return of the least performing index, with full downside exposure below the 75% downside threshold, so investors can lose some or all principal. Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer receives $9.75 per note (total $9,750,000.00), and the initial estimated value is $9.723 per note.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering equity-linked notes tied to Class A common stock of Block, Inc., maturing on July 19, 2029. Each note has a stated principal of $1,000 and pays a fixed 1.00% per annum coupon quarterly.
At maturity, holders receive the final coupon plus the greater of $1,000 and an alternative settlement amount equal to $1,000 multiplied by the final Block share price divided by a threshold price set at 143.20% of the initial share price. Investors do not receive Block dividends, the initial share price is set by the calculation agent, and the notes are not exchange-listed, so secondary prices may be below the issue price.
The notes combine Citigroup credit risk with equity exposure to Block, adjusted for corporate actions via a share adjustment factor. U.S. investors are expected to treat them as contingent payment debt instruments for tax purposes, while non-U.S. holders face potential Section 871(m) withholding. Block’s closing share price on July 14, 2026 was $79.99, shown as historical context only.
Citigroup Inc. is offering Medium-Term Senior Notes, Series G, callable fixed-rate notes due July 31, 2056. Each note has a stated principal of $1,000 and pays fixed interest of 6.125% per year, with semiannual payments on the last day of January and July using a 30/360 day-count convention.
Beginning July 31, 2029, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates, so holders face the risk that high-coupon debt may be called if market rates fall. The notes are unsecured senior debt intended to qualify as eligible debt securities under the Federal Reserve’s total loss-absorbing capacity rule, so in a Citigroup Inc. bankruptcy losses would be borne first by shareholders and then by unsecured creditors, including these noteholders.
The notes are not listed on any securities exchange. Citigroup Global Markets Inc., an affiliate underwriter, receives up to $25 per note and may engage in hedging and secondary trading, potentially profiting even if the notes’ value declines, and initially may quote prices with a temporary six-month upward adjustment. A wholly owned Citigroup subsidiary may assume issuer obligations, with Citigroup guaranteeing payments, which can change default rights and recovery dynamics. For U.S. tax purposes, the notes are treated as fixed-rate debt issued without original issue discount, with additional considerations if an assumption occurs.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering medium-term senior notes called Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of three ETFs: Invesco QQQ, iShares Russell 2000 ETF and SPDR S&P 500 ETF Trust.
Each security has a $1,000 stated principal amount and pays a contingent coupon of 2.5625% per quarter (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 paid later if this condition is subsequently met. If on any potential autocall date the worst ETF is at or above its initial value, the notes are automatically redeemed early for $1,000 plus the applicable coupon (including previously unpaid coupons).
If not called, at maturity investors receive $1,000 per note if the worst ETF is at or above its 65% final barrier; otherwise they receive a fixed number of shares of the worst ETF (or equivalent cash), which may be worth far less than $1,000 and possibly zero, with no coupons. The product carries full downside exposure to the worst ETF below the barrier, no upside participation or dividends, and is subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000, expected estimated value on the pricing date is at least $942, and underwriting fees are $9.50 per security, with limited expected secondary market liquidity and complex U.S. tax and withholding considerations.
Citigroup Inc. is offering Callable Fixed Rate Notes due July 31, 2036 with a stated principal amount of $1,000 per note and a fixed interest rate of 5.45% per annum. Interest is paid semi-annually on the last day of January and July, starting January 31, 2027, using a 30/360 day-count convention. The notes may be called at 100% of principal plus accrued interest, in whole but not in part, on quarterly redemption dates beginning January 31, 2028.
The notes are intended to qualify as eligible debt securities for the Federal Reserve’s total loss-absorbing capacity rule, meaning losses in a Citigroup Inc. bankruptcy would be imposed on shareholders first and then unsecured creditors, including these notes. A wholly owned subsidiary may assume the obligations as a successor issuer, with Citigroup Inc. guaranteeing payments, which alters default triggers tied to Citigroup Inc. The notes will not be listed on any exchange, CGMI acts as underwriter and hedging counterparty with an underwriting fee of up to $15 per note, and the net proceeds are for general corporate purposes and related hedging.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Medium-Term Senior Notes, Series N: callable contingent coupon equity-linked securities tied to the worst of the Russell 2000 Index and S&P 500 Index, maturing July 26, 2028. Each security has a $1,000 stated principal amount. On each valuation date, investors receive a contingent coupon of at least 0.6417% of principal (about 7.70% per annum) only if the worst-performing index closes at or above its coupon barrier, set at 60.00% of its initial value; otherwise no coupon is paid.
If the notes are not called and the worst index is at or above its 60.00% final barrier at maturity, investors receive $1,000 plus any final coupon. If it finishes below that level, repayment is reduced one-for-one with the index loss, potentially to zero, with no minimum principal guarantee. Citigroup may redeem the notes on specified dates at $1,000 plus any due coupon, limiting future income. 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 a $7.50 underwriting fee, for issuer proceeds of $992.50; the estimated value on the pricing date is expected to be at least $933.00.
Citigroup Inc. is offering unsecured callable fixed rate notes due July 29, 2033 with a stated principal of $1,000 per note. The notes pay a 5.25% fixed annual interest rate, calculated on a 30/360 basis and paid semi-annually on January 29 and July 29 from January 29, 2027 until maturity or earlier redemption.
Beginning October 29, 2027, Citigroup may redeem the notes quarterly, in whole but not in part, at 100% of principal plus accrued and unpaid interest. The notes are intended to qualify as TLAC-eligible debt, so in a Citigroup Inc. bankruptcy losses could be imposed on holders after shareholders and other unsecured creditors. A wholly owned subsidiary may assume the issuer obligations, with Citigroup Inc. guaranteeing payments, which may limit default rights and expose holders to a potentially less creditworthy successor.
The notes will not be listed on any securities exchange. Citigroup Global Markets Inc. acts as underwriter, earning up to $12.00 per note, and may quote a temporarily higher secondary price for about four months after issuance. Net proceeds will be used for general corporate purposes and hedging.
Citigroup Inc. is offering Callable Fixed Rate Notes due July 31, 2041, in denominations of $1,000 per note. The notes pay a fixed interest rate of 5.65% per annum, calculated on a 30/360 basis and paid semi-annually on the last day of each January and July, beginning January 31, 2027.
At maturity, holders receive $1,000 per note plus accrued interest, unless the notes are earlier redeemed. Beginning January 31, 2029, Citigroup may redeem the notes, in whole but not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest, creating reinvestment and call risk for investors. The notes will not be listed on any securities exchange.
The notes are intended to qualify as TLAC-eligible unsecured debt, so Citigroup’s losses in a bankruptcy would be imposed on shareholders first and then unsecured creditors, including these noteholders. A wholly owned subsidiary may assume the obligations as a “successor issuer,” with Citigroup providing a full and unconditional guarantee, which can change the credit profile and available events of default. Issue price is generally $1,000 per note (not less than $975 for certain fee-based or institutional accounts), with CGMI receiving up to $25 per note as an underwriting fee. Citigroup expects to use proceeds for general corporate purposes and related hedging, and notes will initially benefit from a six-month temporary upward valuation adjustment on CGMI account statements.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing callable fixed-rate notes due July 30, 2029 with a stated principal of $1,000 per note. The notes pay a fixed interest rate of 4.75% per annum, calculated on a 30/360 basis and paid semi-annually on January 30 and July 30, beginning January 30, 2027.
Starting July 30, 2027, the issuer may redeem the notes quarterly at 100% of principal plus accrued interest. The notes will not be listed on any securities exchange. Net proceeds are for general corporate purposes and to hedge obligations under the notes, and CGMI may reflect a temporary three-month upward adjustment in indicated secondary values.
Citigroup Global Markets Holdings Inc. is issuing callable fixed-rate notes due July 30, 2031 with a stated principal amount of $1,000 per note and a fixed coupon of 5.15% per year, fully and unconditionally guaranteed by Citigroup Inc. Interest is paid semi-annually each January 30 and July 30 on a 30/360 basis, and holders receive principal plus accrued interest at maturity.
Beginning July 30, 2027, the issuer may redeem the notes quarterly at 100% of principal plus accrued interest, so cash flows may end before 2031 if called. The notes are not listed on any securities exchange. Citigroup Global Markets Inc. underwrites the offering, earning up to $10 per note, with certain institutional and fee-based accounts paying $990–$1,000. Net proceeds are for general corporate purposes and to hedge the issuer’s obligations, and sales are restricted to qualified investors in Canada and exclude retail investors in the EEA and UK.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Buffered Notes linked to the MSCI Emerging Markets Index (MXEF). Each medium-term senior note of Series N has a $1,000 stated principal amount and is expected to price on July 15, 2026 and mature in July 2028, unless redeemed early.
If on the July 28, 2027 valuation date the index closes at or above its initial level, the notes are automatically redeemed for $1,203 per $1,000 note, reflecting a minimum 20.30% premium, and no further upside is available. If not called and held to maturity, investors receive $1,000 plus 125% of any positive index return; if the index is down but by no more than 20%, principal is repaid. Below this 20% buffer, losses increase at the 125% buffer rate, so a 50% index decline would pay $625 and a 70% decline $375.
The notes are unsecured obligations subject to Citigroup credit risk, pay no dividends, and may be hard to sell. The issue price is $1,000 per note, including a $15 underwriting fee (proceeds $985), and the estimated value on the pricing date is expected to be at least $929.50. Counsel expects to treat the notes as prepaid forward contracts for U.S. tax purposes, with additional complexity for non-U.S. holders under Section 871(m).
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured, autocallable contingent coupon equity-linked securities tied to NVIDIA Corporation common stock. Each note has a $1,000 stated principal amount, with a $40.00 underwriting fee and $960.00 in proceeds to the issuer per security. The estimated value on the pricing date is expected to be at least $900.50, below the issue price due to selling, structuring and hedging costs.
The notes pay a contingent coupon of at least 2.65% of principal per period (at least 10.60% per year) only if NVIDIA’s closing value on each valuation date is at or above a coupon barrier set at 60.00% of its initial level. They may be automatically redeemed on specified dates starting in 2027 if NVIDIA is at or above its initial level, returning $1,000 plus the coupon. If not called, and the final NVIDIA level is at or above the 60.00% final barrier, investors receive $1,000 plus the final coupon; if it is below, repayment is $1,000 + $1,000 × underlying return, exposing investors to 1:1 downside and possible total loss of principal. Investors receive no dividends, face limited or no liquidity, are fully exposed to NVIDIA’s price volatility, and bear the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. Tax treatment is uncertain and may involve ordinary income on coupons and capital gain or loss on disposition.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Trigger Jump Securities linked to the EURO STOXX 50® Index. Each security has a $1,000 stated principal amount, an expected term of approximately 1.5 years, and pays no interest.
At maturity, if the final index level is greater than or equal to the initial index level, investors receive $1,000 plus a fixed return amount of at least $168.50 per security (at least 16.85% of principal). If the index is below the initial level but at or above the trigger level, set at 80.00% of the initial index level, the payment equals the $1,000 principal. If the final index level falls below the trigger, repayment is reduced 1-to-1 with the index loss, with no minimum payment, and investors may lose their entire investment.
The issue price is $1,000 per security, with estimated value at least $921.50 based on CGMI’s models. CGMI receives an underwriting fee of $25 per $1,000 security, including a $20 selling concession and a $5 structuring fee to Morgan Stanley Wealth Management. The securities are unsecured, not bank deposits, not FDIC-insured, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. U.S. tax counsel expects treatment as a prepaid forward contract, and non-U.S. investors are cautioned about potential Section 871(m) withholding.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities with a stated principal amount of $1,000 per security, linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER and scheduled to mature on July 27, 2033.
The notes may pay a contingent coupon of at least 1.5625% of principal per monthly period (about 18.75% per annum) only if the index closes at or above the coupon barrier of 70% of its initial value. From July 22, 2027, if on any trading day the index closes at or above its initial level, the notes are automatically redeemed at $1,000 per security, which can cut off further coupons. If held to maturity and the final index value is at least the 60% final barrier, investors receive principal (plus any final coupon); below that barrier, repayment becomes $1,000 + ($1,000 × underlying return), exposing investors to substantial loss of principal, potentially to zero, with no coupon. The issuer’s estimated value is at least $878 per security versus the $1,000 issue price, reflecting a $20 underwriting fee and hedging and funding costs. The bespoke, leveraged, volatility-targeted index and complex U.S. tax and withholding regime add significant structural and tax risk.
Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is issuing medium-term senior notes in the form of autocallable contingent coupon equity-linked securities tied to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, due July 31, 2031.
Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 0.7333% per period (about at least 8.80% per year) only when the worst index on the prior valuation date is at or above 75% of its initial value. The notes may be automatically called on specified dates if that worst index is at or above its initial value, returning $1,000 plus the coupon. If held to maturity and the worst index is at or above 70% of its initial value, investors receive $1,000; otherwise they suffer a 1-for-1 loss with that index, potentially losing their entire investment. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have limited expected liquidity, and carry an estimated value on the pricing date expected to be at least $901.50 per $1,000 security, below the issue price.