Citigroup Inc 424B Filings

Citigroup Inc. (C), as guarantor for Citigroup Global Markets Holdings Inc., is offering autocallable unsecured notes linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, due August 19, 2031. The notes have a $1,000 stated principal amount, pay no interest, and may be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above 90% of its initial level (the autocall barrier), paying $1,000 plus a fixed premium that steps up from 7.20% in August 2027 to 36.00% in August 2031.

If not autocalled, at maturity holders receive: (i) $1,000 plus the final premium if the worst index is at or above its autocall barrier; (ii) $1,000 if it is below the autocall barrier but at or above 70% of its initial level (the final barrier); or (iii) $1,000 plus the index return of the worst performer if it is below the final barrier, exposing investors to 1‑for‑1 downside and up to 100% loss of principal. The offering size is $6,881,000 at $1,000 per note, with an underwriting fee of $37.50 per note and an initial estimated value of $958.00, 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 autocallable barrier securities linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Index, each with a $1,000 stated principal amount and maturing on August 17, 2029. The notes pay no interest and principal is not guaranteed. Early redemption may occur on August 17, 2027 at $1,105 per security (a 10.5% premium) if the closing value of the worst-performing index on that date is at or above its initial value.

If not called, at maturity investors receive (i) $1,000 plus upside based on 150% of any positive return of the worst-performing index, (ii) $1,000 if that index is at or below its initial value but at or above 70% of its initial value (the final barrier), or (iii) a loss matching the full negative return of the worst-performing index if it finishes below the barrier, down to zero. Initial index levels are 53,732.41 for the Dow and 7,785.76 for the S&P 500. The estimated value on the pricing date is $972.50 per security versus the $1,000 issue price, reflecting selling, structuring, and hedging costs. All payments are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., and are subject to their credit risk.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is issuing unsecured, autocallable structured notes linked to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, maturing on August 19, 2031. The notes have a $1,000 stated principal amount, pay no interest and are fully and unconditionally guaranteed by Citigroup Inc.

The notes may be automatically redeemed on scheduled valuation dates starting August 17, 2027 if the closing value of the worst-performing index is at or above 95% of its initial value, paying $1,000 plus a fixed premium that steps up from 12.30% to 61.50% of principal over time. If not called, at maturity investors receive $1,000 plus the final premium if the worst index is at or above its 95% autocall barrier, $1,000 if it is below that level but at or above 75% of its initial value, or a loss matching the full downside of the worst index if it finishes below 75%, up to a total loss of principal.

The issue size is $6,184,000, priced at 100% of principal, with an estimated value of $991.90 per note based on internal models and funding rates. Investors are exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not receive dividends on the indices, and may face limited or no secondary market liquidity.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked notes tied to the worst performing of the Dow Jones Industrial Average and the S&P 500 Index, maturing August 17, 2029. Each $1,000 note pays a 2.0625% contingent coupon per quarter (annualized 8.25%) only if, on the relevant valuation date, the worst index is at or above its coupon barrier, set at 70% of its initial level. Starting November 16, 2026, the notes are automatically called on certain dates if the worst index is at or above its initial level, returning $1,000 plus the coupon. If not called, at maturity investors receive $1,000 only if the worst index is at or above its 70% final barrier; otherwise, repayment is reduced 1-for-1 with the decline in that index, potentially to $0. The deal size is $634,000, issue price is $1,000, and Citigroup’s estimated value is $988 per note, reflecting structuring and distribution costs. The notes carry Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk and may have limited secondary liquidity.

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, the Russell 2000 Index and the S&P 500 Index, due September 5, 2031. The notes have a $1,000 stated principal per security, pay no interest and are subject to automatic early redemption with fixed premiums on scheduled valuation dates if the worst-performing index is at or above its initial value. If not redeemed early, repayment at maturity depends solely on the worst-performing index: investors receive principal plus a premium if it is at or above its initial value, principal only if it is between 70% and 100% of its initial value, and suffer one-for-one losses below that 70% barrier, potentially losing their entire investment. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and its parent guarantee by Citigroup Inc.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering medium-term senior notes called Autocallable Contingent Coupon Equity Linked Securities linked to the worst-performing of The Goldman Sachs Group, Inc. and Royal Caribbean Cruises Ltd., maturing on August 27, 2029.

Each $1,000 security may pay a 2.675% contingent coupon per quarter (10.70% per annum) when the worst-performing stock on a valuation date is at or above its coupon barrier, set at 50.00% of its initial value. Missed coupons can be paid later if the barrier is met, but can be lost entirely.

The notes are automatically called at par plus any due coupon if, on specified potential autocall dates, the worst-performing stock is at or above its initial level. If not called and the worst-performing stock finishes below its final barrier and both stocks are below their initial values, principal is reduced one-for-one with the worst performer, down to zero. The issue price is $1,000 with an underwriting fee of $32.50 and issuer proceeds of $967.50 per security, and the estimated value on the pricing date is expected to be at least $895.50, which is less than the issue price.

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 medium-term senior autocallable securities linked to the worst performer of the EURO STOXX 50® and the S&P 500® indices, due September 2, 2031. The notes pay no interest and may be automatically redeemed on scheduled valuation dates starting August 27, 2027 if the worst-performing index is at or above its initial level, returning the $1,000 stated principal plus a fixed premium that steps up over time (from 10.50% on the first valuation date to 52.50% on the final valuation date).

If not called early, at maturity investors receive: (i) principal plus the final-date premium if the worst-performing index is at or above its initial level; (ii) principal only if it is below the initial level but at or above 70% of that level; or (iii) a loss matching the index decline if it is below the 70% barrier, down to a possible total loss. The securities are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., and are subject to their combined credit risk. The per-security issue price is $1,000, including up to $33.50 in underwriting fees, with minimum proceeds to the issuer of $966.50 and an estimated value on the pricing date expected to be at least $902.50.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, autocallable structured notes linked to the worst performer of the EURO STOXX 50® Index and the Russell 2000® Index under its medium-term note shelf. Each security has a stated principal amount of $1,000 and pays no interest.

The notes can be automatically redeemed on scheduled valuation dates if the worst-performing index is at or above its initial level, returning $1,000 plus a fixed premium that steps up from 11.75% in 2027 to 58.75% by the final valuation date. If held to maturity in 2031 without early redemption, investors receive $1,000 plus the final premium if the worst-performing index is at or above its initial level, $1,000 if it is between 70% and 100% of its initial level, and a loss matching the index decline if it falls below 70%, down to possible full loss of principal. Estimated value on the pricing date is expected to be at least $907 per security, below the $1,000 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 unsecured notes linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, guaranteed by Citigroup Inc. The notes pay a contingent coupon of 2.15% per quarter (8.60% per annum) on each observation date only if the worst-performing index is at or above 60% of its initial level; missed coupons can be paid later if the condition is again met, but may be lost entirely.

The notes mature on August 30, 2029 and may be autocalled on specified dates starting February 28, 2028 if the worst-performing index is at or above its initial level, in which case investors receive $1,000 plus applicable coupons. If not autocalled, principal repayment at maturity depends on the worst-performing index: if its final level is at least 60% of its initial level, investors receive $1,000; otherwise, repayment is $1,000 plus the index return on the worst performer, exposing investors to losses up to 100% of principal.

The stated principal amount is $1,000 per security, with issue price $1,000 and no underwriting fee, and Citigroup expects an initial estimated value of at least $937.50 per note. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., the notes are expected to have limited or no liquidity, and the tax and non-U.S. withholding treatment is complex and uncertain.

CITIGROUP INC (C), through subsidiary Citigroup Global Markets Holdings Inc., is offering unsecured medium-term senior notes linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, due August 31, 2028 and fully and unconditionally guaranteed by Citigroup Inc.

The notes pay a 0.9708% contingent coupon per period (about 11.65% 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. If not called and the worst-performing index is below 70% at final valuation, investors receive $1,000 plus $1,000 times that index’s return, exposing principal to a 1:1 downside that can reduce repayment to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. The issue price is $1,000, including up to $7.50 underwriting fee, with minimum issuer proceeds of $992.50 and an expected initial estimated value of at least $935.50 per note. The notes are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk, complex equity-index and correlation risk, limited liquidity and uncertain, potentially adverse U.S. tax treatment.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, guaranteed Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial Average, Nasdaq‑100 Index® and Russell 2000® Index, maturing February 29, 2028. Each security has a $1,000 stated principal amount. Investors may receive contingent coupons of 0.7333% of principal per month (about 8.80% per annum) only if, on each valuation date, the worst-performing index is at or above 80% of its initial value. From November 24, 2026 onward, the notes are automatically called if on a potential autocall date the worst-performing index is at or above its initial value, paying $1,000 plus that period’s coupon.

If not called, principal repayment at maturity depends on the worst-performing index on the final valuation date. Full principal is repaid only if that index is at or above 70% of its initial value; below that level, repayment is reduced one‑for‑one with the index decline, potentially to zero, with no maturity coupon. The estimated value on the pricing date is expected to be at least $920 per security, below the $1,000 issue price, reflecting structuring, hedging costs and internal funding rates. The securities carry the full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and may have limited or no secondary market liquidity.

CITIGROUP INC, through Citigroup Global Markets Holdings Inc., is offering 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, Russell 2000 and S&P 500 indices, maturing July 27, 2028.

Each $1,000 security can pay a 0.9167% monthly contingent coupon (about 11.00% per annum) if on each valuation date the worst-performing index is at or above its coupon barrier, set at 70.00% of its initial value

The notes are callable at the issuer’s option on specified dates at $1,000 plus any due coupon, limiting the period over which high coupons can be earned. The estimated value on the pricing date is expected to be at least $934.50 per $1,000, and investors face issuer and guarantor credit risk, limited liquidity, complex tax treatment and exposure to small-cap and large-cap U.S. equity volatility.

CITIGROUP INC (C), via subsidiary Citigroup Global Markets Holdings Inc., is offering unsecured, auto-callable structured securities linked to the Nasdaq-100 Index® and the S&P 500® Index, each in $1,000 stated principal amount and fully guaranteed by Citigroup Inc.

The notes pay no interest and may be automatically called on scheduled call dates through August 26, 2030 if the lowest-performing index is at or above its starting value, returning $1,000 plus a fixed call premium that steps from 10.500% on the first call date up to 42.000% on the final calculation day; any upside is capped at these premiums. If the notes are not called and the lowest-performing index finishes below its 75% threshold value at maturity, principal is reduced 1-for-1 with the index decline, down to a total loss.

The public offering price is $1,000 per note, with an underwriting discount and commission of up to 2.575% ($25.75) and proceeds to Citigroup Global Markets Holdings Inc. of $974.25 per note. Citigroup Global Markets Inc. estimates the initial economic value will be at least $915.50 per note, reflecting selling, structuring and hedging costs and the use of its internal funding rate. Investors bear the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., face limited liquidity, complex tax treatment and the possibility of losing all invested principal.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable buffered notes linked to the MSCI Emerging Markets Index (MXEF) with a stated principal of $1,000 per security and full Citigroup Inc. guarantee. On the September 3, 2027 valuation date, if the index is at or above its initial level, the notes are automatically redeemed for $1,157 per $1,000, ending further upside.

If not called, at August 2028 maturity investors receive: full principal plus leveraged upside with a 125% upside participation rate when the index is at or above the initial level; full principal return if the index is down but not below 80% of the initial level; and a buffered but leveraged loss below that level, with losses beyond the 20% buffer magnified by a 125% buffer rate. The issue price is $1,000 (or $985 in fiduciary accounts), versus an expected model value of at least $926.50, reflecting embedded fees and hedging costs. The notes are unsecured obligations of the issuer, not bank deposits, not FDIC insured, and are subject to issuer and guarantor credit risk as well as complex tax treatment as a prepaid forward contract.

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

CITIGROUP INC, through its subsidiary 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 performing of the Dow Jones Industrial, Nasdaq-100 Index® and Russell 2000® Index. The notes are fully and unconditionally guaranteed by Citigroup Inc. and have a stated principal amount of $1,000 per security, a pricing date of August 25, 2026, issue date of August 28, 2026 and, if not called, mature on August 30, 2029.

Investors may receive a monthly contingent coupon of 0.9792% of principal (about 11.75% 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. The issuer may redeem the notes in whole on specified potential redemption dates for $1,000 plus any due coupon, capping future income. If the notes are not redeemed and on the final valuation date the worst index is at or above its 70% final barrier, investors receive $1,000 per note (plus any final coupon); if it is below, repayment equals $1,000 plus the index return of the worst index, exposing principal 1-for-1 to downside with no minimum repayment and possible total loss.

The product does not provide any participation in upside or dividends of the indices and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $934.50 per $1,000 note, reflecting structuring, hedging costs and the issuer’s internal funding rate. The notes are expected to be treated for U.S. tax purposes as prepaid forward contracts with ordinary-income coupons, with significant tax uncertainty and potential 30% withholding on coupons for many non-U.S. holders.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering 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 September 5, 2031.

Each security has a $1,000 stated principal amount and may pay a monthly contingent coupon of 0.8542% (about 10.25% per annum) only if, on the prior valuation date, the worst-performing index is at or above 70% of its initial level. Principal is protected only if, at final valuation, the worst-performing index is at or above 60% of its initial level; otherwise repayment is reduced one-for-one with that index’s loss, down to zero. Citigroup may redeem the notes in whole on specified dates at $1,000 plus any due coupon.

The notes are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., with all payments subject to their credit risk. The issuer expects the initial estimated value to be at least $930.50 per security, below the issue price, reflecting structuring, hedging costs and internal funding rates. Liquidity may be limited, and secondary market prices are expected to be below the issue price.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured, senior medium-term autocallable notes linked to the worst performer of the iShares MSCI EAFE ETF, iShares MSCI Emerging Markets ETF and the Russell 2000 Index, guaranteed by Citigroup Inc. The notes have a $1,000 stated principal amount per security, pricing on August 24, 2026, issuing on August 27, 2026, and maturing on August 28, 2031 unless called earlier. Automatic early redemption can occur on scheduled valuation dates if the worst-performing underlying is at or above its initial value, paying $1,000 plus a fixed premium that starts at 9.15% of principal on August 23, 2027 and steps up to at least 45.75% on August 25, 2031. If held to maturity and not called, investors receive principal plus the final premium if the worst-performing underlying ends at or above its initial value, principal only if it is at or above 70% of its initial value, and otherwise suffer a loss of 1% of principal for each 1% decline beyond the 30% buffer. The notes pay no coupons, do not provide downside protection beyond the buffer, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to Norwegian Cruise Line Holdings Ltd. Each security has a $1,000 stated principal amount and can pay quarterly contingent coupons of 3.75% (equivalent to 15.00% per annum) when the underlying stock closes at or above a coupon barrier.

The coupon barrier and final barrier are each set at 55.00% of the initial underlying value. The notes may be automatically redeemed on specified potential autocall dates if the underlying is at or above its initial value, returning $1,000 plus applicable coupons. If not called and the final value is at or above the barrier, holders receive $1,000; if below, they receive a fixed number of NCLH shares (or cash equivalent) worth less than principal and potentially zero.

The estimated value on the pricing date is expected to be at least $919.00 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate. The securities carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market, and involve complex U.S. tax and withholding considerations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to Pfizer Inc. (PFE), each with a stated principal of $1,000 and maturing on August 24, 2028, unless earlier redeemed. Investors may receive a 2.50% quarterly contingent coupon (10.00% per annum) only when Pfizer’s closing value on each valuation date is at or above a coupon barrier set at 70.00% of the initial value.

If the notes remain outstanding to maturity and Pfizer’s final value is at or above a final barrier also at 70.00% of the initial value, holders receive the $1,000 principal plus any final coupon and no participation in upside. If the final value is below the barrier, investors receive Pfizer shares (or, at the issuer’s option, cash) equal to the equity ratio, which may be worth significantly less than principal and could be zero. The issuer can call the securities on specified dates for $1,000 plus any due coupon. The issue price is $1,000, with up to $18.50 underwriting fee and at least $981.50 proceeds per security; the estimated value on the pricing date is expected to be at least $922.00, below the issue price. The product carries complex risk, including credit risk of Citigroup entities, equity market risk in Pfizer, uncertain tax treatment and potential 30% withholding for some non-U.S. holders.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Medium-Term Senior Notes, Series N, with a stated principal of $1,000 per security, linked to the worst performer of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index. The notes pay a contingent coupon of at least 0.5833% per month (about 7.00% per year) only if the worst-performing index on each valuation date is at or above 70% of its initial value, and may be automatically called from February 24, 2027 onward if that worst-performing index is at or above its initial level.

If not called, at maturity in August 2028 investors receive $1,000 per security only if the worst-performing index is at or above 60% of its initial value; otherwise principal is reduced one-for-one with that index’s loss, potentially to zero. The securities are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., with an expected estimated value on the pricing date of at least $915 per $1,000 issue price. The underwriting fee is up to $26.50 per security, and the notes carry significant market, correlation, liquidity, credit and tax risks, including the possibility of no coupons and substantial loss of principal.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N called Dual Directional Barrier Digital Plus Securities linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, due August 28, 2031. Each security has a $1,000 stated principal amount and pays no interest.

At maturity, if the worst-performing index is at or above its initial value, investors receive $1,000 plus the greater of a fixed digital return of at least $571.50 (≥57.15%) or 1-to-1 upside. If it is below its initial value but at or above 70% of that value, investors receive $1,000 plus the absolute value of the index loss. If it falls below 70% of its initial value, repayment is reduced 1-for-1 with the index loss, down to a possible zero.

The notes are fully and unconditionally guaranteed by Citigroup Inc. but are subject to its and the issuer’s credit risk, offer no dividends on the indices and may have limited or no liquidity. The expected estimated value on the pricing date is at least $907.50 per security, below the $1,000 issue price, reflecting structuring and hedging costs and the issuer’s internal funding rate.

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

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 medium-term senior notes linked to Pfizer Inc. stock. Each security has a $1,000 stated principal amount and pays a contingent coupon of 2.50% per quarter (10.00% per annum) only if Pfizer’s closing value on the related valuation date is at or above a coupon barrier equal to 70.00% of the initial value.

The notes are callable at the issuer’s option on specified dates, at $1,000 plus any due coupon. If not called and Pfizer’s final value is at least 70.00% of the initial value, holders receive $1,000 plus the final coupon; otherwise, they receive Pfizer shares (or cash) worth less than principal and possibly zero. The securities are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., with an expected estimated value of at least $922 per $1,000 note versus a $1,000 issue price, reflecting selling, structuring, and hedging costs.

The notes may have limited or no secondary market, are subject to Citigroup credit risk, and involve complex U.S. tax treatment, including potential 30% withholding on coupons for some non-U.S. investors. Investors do not receive Pfizer dividends or any upside participation beyond contingent coupons.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, senior, medium‑term, index‑linked notes due August 31, 2029, fully and unconditionally guaranteed by Citigroup Inc. The securities pay a contingent coupon of at least 1.00% per period (at least 12.00% per annum) only if, on each 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 notes are callable at Citigroup’s option on specified coupon dates at $1,000 plus any due coupon. If not redeemed and, on the final valuation date, the worst performing index is at or above its 70% final barrier, investors receive full principal back plus any final coupon. If it is below the barrier, repayment equals $1,000 plus $1,000 × index return, exposing holders to 1:1 downside in that index with no minimum; principal may be fully lost and coupons may never be paid.

The issue price is $1,000 with an underwriting fee of up to $7.50 per note, and Citigroup estimates the initial value to be at least $937.50, reflecting structuring and hedging costs. Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., market volatility and correlation among the three indices, and an uncertain, complex U.S. tax treatment the issuer expects to treat as prepaid forward contracts with ordinary‑income coupons.

Citigroup Inc. (C), via Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked securities tied to Space Exploration Technologies Corp. (SPCX), fully and unconditionally guaranteed by Citigroup Inc.

Each security has a $1,000 principal amount, priced on August 13, 2026, issued August 18, 2026 and maturing August 23, 2029, with quarterly valuation dates. Investors may receive a 6.25% quarterly contingent coupon (25.00% per annum) only if SPCX’s closing value on the relevant valuation date is at or above the $84.774 coupon barrier, set at 60.00% of the initial value of $141.29.

If SPCX is at or above the initial value on specified potential autocall dates, the notes are automatically redeemed at $1,000 plus the contingent coupon, potentially shortening the investment term. If not called and the final value is below the $84.774 final barrier, maturity payment is $1,000 + ($1,000 × underlying return), so investors can lose most or all principal and receive no final coupon.

The issue price is $1,000 per security, including a $40 underwriting fee, with estimated value of $954.30 based on Citigroup Global Markets Inc.’s models. The notes are unsecured obligations of Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., are not bank deposits and are subject to issuer and guarantor credit risk, complex tax treatment and potential 30% withholding on certain payments to non-U.S. holders.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of QQQ, IWM and SPY. Each security has a $1,000 stated principal and is fully and unconditionally guaranteed by Citigroup Inc.

The notes pay a 2.50% quarterly contingent coupon (10.00% p.a.) only if, on each valuation date, the worst performing ETF is at or above its coupon barrier. The notes may be automatically called from November 17, 2026 onward if the worst performer is at or above its initial value; otherwise, at maturity on August 24, 2028 investors receive $1,000 if the worst performer is at or above its final barrier, or a fixed number of ETF shares (or cash equivalent) that may be worth substantially less, and possibly zero.

Citigroup Inc. (through issuer Citigroup Global Markets Holdings Inc.) is offering Memory Coupon Barrier Step-Down Autocall Securities linked to the worst performing of three ETFs: Invesco QQQ Trust, Series 1 (QQQ), iShares Russell 2000 ETF (IWM) and SPDR S&P 500 ETF Trust (SPY), each with a $1,000 stated principal and full Citigroup Inc. guarantee. These notes pay a 2.25% contingent coupon per quarter (9.00% per annum) only if, on the relevant valuation date, the worst-performing ETF is at or above 70% of its initial value; missed coupons can be paid later if the barrier is re‑met.

The notes run from August 24, 2026 to August 24, 2028, with quarterly valuation dates and potential automatic early redemption if the worst-performing ETF is at or above a declining autocall barrier starting at 100% of its initial value and stepping down to 85%. If not called and the worst ETF is at or above 70% on the final valuation date, investors receive $1,000 back (plus any due coupon); if it is below 70%, investors receive ETF shares (or cash) equal to a fixed equity ratio, potentially worth substantially less than principal and with no coupons.

The issue price is $1,000 per note, including a $16.50 underwriting fee, with Citigroup Global Markets Inc. estimating an initial fair value of at least $928.00 per note based on internal models. The securities are unsecured obligations subject to Citigroup credit risk, carry complex market and tax characteristics (treated as prepaid forward contracts for U.S. tax purposes, subject to uncertainty), and may suffer total coupon loss and significant principal loss if the worst underlying underperforms.

CITIGROUP INC (through Citigroup Global Markets Holdings Inc.) is offering Autocallable Contingent Coupon Equity Linked Securities linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, maturing August 21, 2036, in $1,000 denominations and fully guaranteed by Citigroup Inc.

The notes pay a contingent coupon of 1.2208% per month (about 14.65% per annum) only when the underlying’s closing value on the prior valuation date is at or above the coupon barrier of 1,102.637 (60% of 1,837.729). If, on any trading day from August 18, 2027 up to (but excluding) the final valuation date, the underlying is at or above the initial value of 1,837.729, the notes are automatically called for $1,000 per security (plus any due coupon if that day is also a valuation date).

If not called, at maturity investors receive $1,000 per security if the final index value is at or above the final barrier of 918.865 (50% of initial); otherwise they receive $1,000 + ($1,000 × index return), which can result in a substantial loss of principal, down to zero. The estimated value at pricing is $875.70 per security versus a $1,000 issue price, reflecting dealer compensation, hedging costs and funding. The highly engineered underlying uses leverage (up to 500%), volatility targeting at 35%, a 6% annual decrement and futures on the Nasdaq-100 Index®, and may materially underperform the Nasdaq-100 Index®.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable structured securities linked to the worst performer of the iShares® Expanded Tech-Software Sector ETF (IGV) and the State Street® Communication Services Select Sector SPDR® ETF (XLC), fully and unconditionally guaranteed by Citigroup Inc.

Each security has a $1,000 stated principal amount, with potential automatic early redemption on scheduled valuation dates from February 19, 2027 through August 20, 2029 if both ETFs are at or above their applicable premium threshold levels. In that case, investors receive $1,000 plus a fixed premium that steps up from 7.50% to 45.00% of principal over time.

If not redeemed early, payment at maturity in August 2029 depends solely on the worst performing ETF: full principal plus a 45.00% premium if it is at or above its final premium threshold, principal only if it is between that threshold and a 70.00% final barrier, and a 1‑for‑1 loss with the worst ETF below the barrier. The issue price is $1,000 per security, with an underwriting fee of up to $21.00 and an expected estimated value of at least $912.00, reflecting dealer compensation and funding costs. The notes pay no dividends, carry ETF and credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and involve complex U.S. tax treatment, including potential application of Section 1260 and Section 871(m).

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Bearish Upturn Securities linked to the S&P 500® Index, each with a $1,000 stated principal amount, issued August 18, 2026 and maturing October 18, 2027, fully and unconditionally guaranteed by Citigroup Inc.

If the S&P 500 final value is below the initial value of 7,798.99, investors receive $1,000 plus a return equal to the 300.00% participation in the absolute index decline, capped by a maximum return of $615.00 (61.50%) per security. If the index is at or above the initial value, the payoff is $1,000 minus the index return on a 1-to-1 inverse basis, subject to a maximum loss of $1,000.00 (100.00%), meaning principal can be fully lost. The issue price is $1,000.00 per security, with up to $23.50 underwriting fee and minimum proceeds of $976.50 to the issuer; total offering size shown is $300,000.00. The estimated value at pricing is $973.80 per security, reflecting Citigroup Global Markets Inc.’s proprietary models and internal funding rate.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering medium-term senior notes linked to the worst performer of the Nasdaq‑100 Index® and Russell 2000® Index, guaranteed by Citigroup Inc. Each security has a $1,000 stated principal amount, prices on August 21, 2026, issues on August 26, 2026 and, unless called, matures on August 24, 2029.

The notes pay a contingent coupon of at least 0.9458% of principal per month (about 11.35% per annum) only if, on the prior valuation date, the worst-performing index is at or above its coupon barrier, set at 70% of its initial value. Principal repayment is also contingent: if at final valuation the worst-performing index is below its 70% final barrier, maturity payment is reduced 1% for each 1% index decline, with no minimum and potential total loss. Citigroup may call the notes at par plus any due coupon on specified dates from February 2027, capping future income.

All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $926.50 per security, below the $1,000 issue price, reflecting structuring, hedging costs and internal funding rates. Liquidity may be limited to a discretionary secondary market made by CGMI, and tax treatment is uncertain, with potential 30% withholding for certain non‑U.S. holders.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Digital Plus Securities linked to the S&P 500 Futures Excess Return Index under its shelf registration. Each security has a $1,000 stated principal amount, prices on August 14, 2026, and matures on August 19, 2031, with all payments fully and unconditionally guaranteed by Citigroup Inc.

At maturity, if the index closing value is at or above its initial level, investors receive $1,000 plus the greater of a fixed $750 digital return (75% of principal) or $1,000 times the index return; if the index is below its initial level, repayment is $1,000 plus $1,000 times the index return, resulting in 1‑for‑1 downside exposure and potential loss of all principal. Citigroup Global Markets Inc. acts as underwriter, with an underwriting fee of up to $10.00 per security and minimum issuer proceeds of $990.00 per security. The estimated value on the pricing date is expected to be at least $931.00 per security, based on proprietary models and an internal funding rate, and may be below the issue price. The product pays no dividends and involves complex market, credit, valuation and tax risks, including treatment as a prepaid forward contract and potential future changes in U.S. tax law.

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

CITIGROUP INC, through Citigroup Global Markets Holdings Inc., is offering Autocallable Equity Linked Securities linked to Caterpillar Inc. stock, due August 17, 2028. Each security has a $1,000 stated principal amount and pays a fixed coupon of 2.775% quarterly, equivalent to 11.10% per annum, as long as the note has not been redeemed early.

The notes may be automatically called on specified dates beginning February 16, 2027 if Caterpillar’s closing price is at or above the initial underlying value of $856.57, in which case investors receive $1,000 plus the coupon for that period. If not called and at maturity Caterpillar’s final value is at or above the final barrier value of $471.114 (55% of initial), investors receive $1,000 plus the final coupon. If the final value is below the barrier, investors receive a fixed equity ratio of 1.16745 Caterpillar shares (or equivalent cash), which may be worth substantially less than $1,000 and could be zero aside from the final coupon.

The securities are unsecured debt of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by CITIGROUP INC, and all payments are subject to their credit risk. The issue price is $1,000 per security, with an estimated value on the pricing date of at least $927, an underwriting fee of up to $18.50 and minimum proceeds to the issuer of $981.50 per security. The product entails limited liquidity, complex tax treatment and significant downside and credit risk in exchange for the higher coupon.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable securities linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, with a stated principal amount of $1,000 per security and no interest payments.

The notes may be automatically redeemed on scheduled valuation dates through August 2036 if the index closes at or above the initial value of 580.0696, paying $1,000 plus a fixed premium that rises from 23.60% in 2027 up to 236.00% at final maturity. If held to maturity and not called, investors receive $1,000 plus the final premium if the index is at or above the initial value; $1,000 if it is between the initial value and the 50% barrier of 290.035; and otherwise $1,000 plus $1,000 times the index return, exposing them to 1-for-1 downside and potential total loss of principal. The securities carry credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no liquidity, are linked to a highly leveraged decrement index, and have an estimated value of $872.40 per security, below the $1,000 issue price.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Dual Directional Buffer Securities linked to the S&P 500 Futures Excess Return Index, maturing on August 26, 2031. Each security has a stated principal amount of $1,000 and pays no interest.

At maturity, holders receive: upside participation at at least 221% of any positive index return; a positive "dual directional" payoff if the index declines by up to the 10% buffer; and principal loss 1-for-1 for declines beyond that buffer. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $931.50 per security, below the issue price, reflecting selling, structuring and hedging costs.

The underlying futures-based index is expected to underperform the total return of the S&P 500 Index due to an implicit financing cost. The notes are intended for buy-and-hold investors who understand principal-at-risk structured products, lack of dividends, limited liquidity, and uncertain U.S. tax treatment (intended as prepaid forward contracts).

Citigroup Inc. (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, index-linked structured notes maturing August 18, 2031, tied to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices. Each $1,000 note may pay a contingent coupon of 1.1667% per month (about 14.00% per annum) if on each valuation date the worst performing index is at or above 80% of its initial level.

The notes are callable in whole on many dates after November 2026 at $1,000 plus any due coupon. At maturity, if not called, holders receive $1,000 per note only if the worst index is at or above 80% of its initial level; otherwise payoff is $1,000 plus the index return of the worst index, exposing investors to losses up to their entire principal. The estimated value is $985.20 per note versus a $1,000 issue price, reflecting selling, structuring and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and liquidity may be limited.

CITIGROUP INC (via Citigroup Global Markets Holdings Inc.) is offering unsecured, senior, medium-term structured notes linked to the worst performer of the Nasdaq-100 Index, Russell 2000 Index and State Street Utilities Select Sector SPDR ETF, due August 29, 2029. Each security has a $1,000 stated principal amount and pays a contingent coupon of at least 0.9667% of principal per observation period (about 11.60% per annum), but only if the worst-performing underlying on the prior valuation date is at or above 70% of its initial value.

The notes are callable in whole on specified dates at $1,000 plus any due coupon. If held to maturity and not called, investors receive $1,000 per security only if the worst-performing underlying is at or above its 70% final barrier; otherwise, repayment is reduced 1-for-1 with that underlying’s decline and can fall to zero. The estimated value on the pricing date is expected to be at least $922.50 per security, below the issue price, and secondary market liquidity may be limited. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the U.S. tax treatment is described as uncertain.

Citigroup Inc. (C), through Citigroup Global Markets Holdings Inc., is offering unsecured, senior, medium-term notes linked to the worst performer of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing August 22, 2028 and fully and unconditionally guaranteed by Citigroup Inc.

Each $1,000 security pays a contingent coupon of 1.0167% per month (about 12.20% per annum) only if, on the relevant valuation date, the worst-performing index is at or above 70% of its initial level. Principal repayment is also conditional: if at final valuation the worst-performing index is below 70% of its initial level, repayment is reduced one-for-one with that decline, potentially to zero.

Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. Investors face full downside market risk to the worst index, no upside participation or dividends, limited liquidity, and the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $939.50 per $1,000 security, below the $1,000 issue price.

Citigroup Inc. (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, maturing August 28, 2031.

Each $1,000 security pays a contingent coupon of at least 0.6833% per month (about 8.20% per annum) only if, on the relevant valuation date, the worst performing index is at or above 75% of its initial value. The notes are automatically called on specified potential autocall dates if the worst index is at or above its initial value, returning $1,000 plus that coupon.

If not called, at maturity investors receive $1,000 per security if the worst index is at or above 70% of its initial value; otherwise, repayment is reduced one-for-one with the index loss, potentially to zero. The notes do not pay dividends or offer upside participation in any index and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited liquidity, an initial estimated value of at least $900 per $1,000 below issue price, and complex, uncertain U.S. tax treatment, including potential 30% withholding for non-U.S. holders.

CITIGROUP INC (C), via subsidiary Citigroup Global Markets Holdings Inc., is issuing callable contingent coupon equity-linked securities tied to the worst of the Dow Jones Industrial Average, Nasdaq‑100 Index® and Russell 2000® Index, maturing August 16, 2029 and fully and unconditionally guaranteed by Citigroup Inc.

Each $1,000 security may pay a contingent coupon of 0.9917% per period (about 11.90% per annum) on scheduled dates, but only if on the prior valuation date the worst-performing index is at or above 70% of its initial level. If the worst index is below its coupon barrier, no coupon is paid for that period.

At maturity, if not earlier redeemed and if the worst index is at or above 70% of its initial value, investors receive $1,000 plus any final coupon. If it is below 70%, repayment is reduced 1% for each 1% decline in that worst index, potentially to zero. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon, limiting future income. The notes are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., have limited liquidity, and their initial estimated value of $987.40 is below the $1,000 issue price.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured autocallable securities linked to the worst performer of the Nasdaq‑100 Index and the Russell 2000 Index, maturing August 16, 2029. The notes pay no interest and principal is at risk, with all payments subject to the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Each $1,000 security may be automatically redeemed on scheduled valuation dates starting February 16, 2027 if the worst-performing index is at or above its initial level, paying $1,000 plus a fixed premium that steps up from 6.375% to 38.25%. If not called, at maturity investors receive (i) $1,000 plus the 38.25% premium if the worst index finishes at or above its initial level, (ii) $1,000 if it is below its initial level but at or above 80% of that level, or (iii) $1,000 plus the index return if it is below the 80% barrier, leading to 1‑for‑1 downside and potential total loss.

The initial index levels are 30,084.50 for the Nasdaq‑100 and 3,052.847 for the Russell 2000, with barriers at 80% of those values. The issue price is $1,000 per security, including a $40 underwriting fee; proceeds to the issuer are $960 per security, or $1,791,360 in total. The estimated value on the pricing date is $959.30 per security, below the issue price, and the securities are expected to have limited or no secondary market liquidity.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering $907,000 of Autocallable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, each in $1,000 denominations and guaranteed by Citigroup Inc.

The notes pay a contingent coupon of 0.6708% per month (about 8.05% per annum) only if, on each valuation date, the worst performing index is at or above 75% of its initial level; otherwise no coupon is paid. Beginning August 13, 2027, the notes are automatically called if the worst performer is at or above its initial level, returning $1,000 plus that coupon.

If not called, at maturity on August 18, 2031 holders receive $1,000 per note only if the worst-performing index is at or above 70% of its initial level; below that, principal is reduced one-for-one with the index loss, down to zero. The initial estimated value is $948 per note versus the $1,000 issue price, reflecting selling, structuring and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the notes may have limited or no secondary market liquidity.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is offering unsecured, guaranteed structured notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing August 21, 2036, with potential automatic early redemption from August 2027 onward. Each $1,000 security may pay a 12.50% annualized contingent coupon (3.125% per quarter) only if the index on the relevant valuation date is at or above the 50% coupon barrier; otherwise no coupon is paid. If not called, principal repayment depends on the final index level: at or above the 50% final barrier returns $1,000 plus any final coupon; below it, investors receive $1,000 plus the indexed return, potentially as little as $0. The underlying index embeds up to 500% leveraged futures exposure, a 6% per‑annum decrement, and an implicit financing cost, and is expected to underperform the S&P 500 Index. The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited liquidity, pricing at issuance below par economic value, and complex, uncertain U.S. tax treatment.

Citigroup Inc (C), via Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of Bank of America and Morgan Stanley, with a $1,000 stated principal per security and maturity on February 17, 2028. The notes pay a 2.875% quarterly contingent coupon (annualized 11.50%) only if on each valuation date the worst-performing stock is at or above 60.00% of its initial value; missed coupons can be later repaid if the condition is met.

The notes may be automatically called on specified dates if the worst-performing stock is at or above its initial value, returning $1,000 plus applicable coupon. If not called and the worst-performing stock finishes below its 60.00% final barrier, holders receive a fixed number of its shares (or cash equivalent) worth less than principal and possibly zero. The offering totals $3,476,000, with estimated value of $988.60 per note, and all payments are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit, limited liquidity, and complex U.S. tax treatment.

CITIGROUP INC (C), via Citigroup Global Markets Holdings Inc., is issuing unsecured, autocallable structured notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, maturing on August 21, 2031. The notes have a $1,000 stated principal amount each, pay no interest, and are fully and unconditionally guaranteed by Citigroup Inc.

The notes may be automatically redeemed on scheduled valuation dates if the index closes at or above its initial level of 580.0696, returning $1,000 plus a fixed premium that steps up over time, reaching up to 93.75% of principal if first redeemed (or held) to the final valuation date. If not called and the final index level is at or above the barrier of 348.042 (60% of the initial level), investors receive $1,000 plus the final premium; otherwise, they receive $1,000 plus the index return, exposing them 1-for-1 to downside and potentially losing their entire investment.

The product embeds multiple risks: no principal protection, no dividends, limited or no secondary market, and complex index mechanics including up to 500% leveraged exposure to S&P 500 futures, a 35% volatility target, a 6% per annum decrement, and an implicit futures financing cost, all of which can cause the index to significantly underperform the S&P 500 Index. The issue price is $1,000 per note, including a $50 underwriting fee; the bank’s internal estimated value is $896.80 per note, reflecting structuring, hedging costs, and funding spread.