CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed fully and unconditionally by Citigroup Inc., is offering Medium-Term Senior Notes, Series N, callable fixed rate notes due August 20, 2031. Each note has a stated principal amount and issue price of $1,000 and pays fixed interest at 5.20% per annum, calculated on a 30/360 day count basis, with interest paid semi-annually on February 20 and August 20, starting February 20, 2027.

Beginning August 20, 2027, the issuer may redeem the notes, in whole and not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are not listed on any securities exchange. Net proceeds are to be used for general corporate purposes and to hedge obligations under the notes through affiliates. For U.S. tax purposes, the notes are treated as fixed rate debt instruments issued without original issue discount.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing $12,894,000 of Buffered Digital S&P 500® Index-Linked Notes due September 15, 2027. The notes are unsecured senior debt and all payments are subject to Citigroup’s credit risk.

Each note has a $1,000 stated principal. If on the determination date the S&P 500® Index is at or above 90.00% of the initial level of 7,723.55, holders receive a fixed $1,103.00 per note (a 10.30% contingent return). If the index falls more than the 10.00% threshold amount, repayment is reduced by about 1.1111% for every 1% decline beyond that threshold, down to a possible total loss.

The notes pay no interest, provide no dividends or voting rights in S&P 500® stocks, and returns are capped at the 10.30% contingent gain. They will not be listed, may have limited or no secondary market, and their estimated value on the trade date (based on internal funding and proprietary models) is less than the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Nasdaq‑100 Index®, Russell 2000® Index and S&P 500® Index, as part of its Medium‑Term Senior Notes, Series N.

Each security has a $1,000 stated principal and pays a quarterly contingent coupon of 3.0625% (annualized 12.25%) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier value of 80% of its initial value. Missed coupons can be recouped later if this condition is again met, but may be lost entirely if it is never met again.

The notes may be automatically redeemed on specified autocall dates if the worst performing index is at or above its initial value, paying $1,000 plus the due coupon. If not called, at maturity on February 15, 2028 investors receive $1,000 only if the worst index is at or above its 80% final barrier; otherwise repayment is reduced one‑for‑one with the index decline, down to zero. The securities are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. An underwriting fee of $12.50 per $1,000 security applies, and the estimated value on the pricing date is expected to be at least $930.50, below the issue price, reflecting structuring and hedging costs.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due August 29, 2029, linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each security has a $1,000 stated principal amount. On each valuation date, investors receive a contingent coupon of 0.9583% of principal (about 11.50% per year) only if the worst-performing index is at or above its coupon barrier, set at 70% of its initial value. If the note is not called 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 the worst-performing index finishes below its final barrier, the maturity payment is $1,000 plus the index return, creating one-for-one downside exposure and potential loss of the entire investment, with no minimum principal protection. Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon, limiting the stream of coupons. The notes pay no dividends, do not participate in any index upside, may have limited or no secondary market, 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 $932 per security, below the issue price, reflecting structuring, hedging costs and internal funding assumptions.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering 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, each with a final barrier value at 70% of its initial level. Each security has a $1,000 stated principal amount, a pricing date of August 26, 2026, issue date of August 31, 2026 and, if not redeemed earlier, matures on September 5, 2031.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates if the worst performing index is at or above its initial level, returning $1,000 plus a fixed premium that starts at 9.20% in August 2027 and rises to at least 46.00% by the final valuation date. If held to maturity and not called, investors receive $1,000 plus the final‑date premium if the worst performer is at or above its initial level, $1,000 if it is below the initial level but at or above the 70% barrier, and full downside exposure (1‑to‑1 loss from the initial level) if it finishes below the barrier, with no minimum repayment.

The issue price is $1,000 per security, including an underwriting fee of up to $37.50, for minimum issuer proceeds of $962.50 per security. Citigroup expects the initial estimated value to be at least $899.50, below the issue price, reflecting selling, structuring and hedging costs. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the securities are expected to have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities linked to the worst performer of the Dow Jones Industrial Average and the EURO STOXX 50® Index, due August 15, 2029. Each security has a $1,000 stated principal amount.

The notes pay a contingent coupon of at least 2.3625% per quarter (at least 9.45% per annum) on scheduled dates only if the worst-performing index on the prior valuation date is at or above its coupon barrier of 75% of its initial value. Automatic early redemption may occur on specified potential autocall dates if the worst-performing index is at or above its initial value, returning $1,000 plus the coupon.

If not called, maturity payoff depends on the worst-performing index relative to a final barrier of 70% of initial value. At or above that barrier returns $1,000; below it, principal is reduced one-for-one with the index loss, potentially to zero. The issue price is $1,000, with an underwriting fee of $6 and minimum proceeds to the issuer of $994 per security. The estimated value on the pricing date is expected to be at least $936.50 per security, below the issue price.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Dual Directional Buffer Securities linked to Amazon.com, Inc., with a $1,000 stated principal amount per security, pricing on September 2, 2026 and maturing September 7, 2029, unless automatically redeemed. If on September 3, 2027 the Amazon closing value is at or above the initial value, each security is redeemed early for $1,133.00 ($1,000 plus a 13.30% premium). If not called, the maturity payment depends on the final Amazon value: full upside at a 100.00% participation rate when above the initial value; a dual-directional payoff where modest losses (down to a 20% decline) generate positive absolute returns; and a buffered downside where losses beyond the 20% buffer reduce principal 1-for-1. The issue price is $1,000.00, including an underwriting fee of up to $32.00 and minimum proceeds to the issuer of $968.00 per security, while Citigroup expects an estimated value of at least $910.00. Investors forego Amazon dividends, face issuer and guarantor credit risk, complex U.S. tax treatment as a prepaid forward, and possible Section 871(m) withholding for non-U.S. holders.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable securities linked to the S&P 500® Index, issued as Medium-Term Senior Notes, Series N, due August 19, 2030. Each security has a $1,000 stated principal amount and pays no interest.

The notes may be automatically redeemed on scheduled valuation dates from August 17, 2027 through May 14, 2030 if the S&P 500 closing value is at or above the initial level, returning $1,000 plus a fixed premium (ranging from at least 8.25% to 33.00% of principal, depending on the date). If not called, at maturity investors receive $1,000 plus the final premium if the final index level is at or above the final barrier of 70.00% of the initial level.

If the notes are not called and the final index level is below the barrier, investors are exposed 1:1 to the index decline from the initial level and can lose up to their entire principal. The product offers no dividends, has limited liquidity, and is subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer expects the estimated value on the pricing date to be at least $932.50 per $1,000 security, below the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable fixed-rate notes due September 11, 2027 with a stated principal amount of $1,000 per note. From the original issue date of August 11, 2026 to maturity, the notes pay fixed interest of 4.38% per annum, but interest is paid only once, together with principal, on the maturity date or an earlier redemption date.

Beginning on February 11, 2027, the issuer may redeem the notes in whole (not in part) on the 11th of each month through August 2027 at 100% of principal plus accrued interest. The notes will not be listed on any securities exchange, and CGMI, the underwriter, is not obligated to make a secondary market. The issue price is generally $1,000 per note, with an underwriting fee of up to $0.50 per note.

For U.S. federal income tax purposes, the notes are treated as debt issued with original issue discount and without qualified stated interest, so U.S. Holders must include OID in income on a constant-yield basis. The notes are not insured by the FDIC, have selling restrictions in the EEA, U.K., and Canada, and proceeds will be used for general corporate purposes and related hedging.