CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc. priced callable Contingent Coupon Equity Linked Securities due May 31, 2028 linked to the worst performing of the Nasdaq-100®, Russell 2000®, and S&P 500®. Each security has a $1,000 stated principal, contingent coupons at least 0.90% per period (equivalent to 10.80% per annum if all paid), periodic valuation dates through May 25, 2028, and an issuer call right on many potential redemption dates. Payment at maturity depends on the final performance of the worst performing underlying versus a 60.00% final barrier; if below that barrier, principal is reduced pro rata and may be substantially or fully lost. The estimated value on the pricing date is disclosed as at least $936.00 per security and CGMI will act as calculation agent and may make a secondary market at its discretion.

Citigroup Global Markets Holdings Inc. priced Callable Contingent Coupon Equity Linked Securities due June 27, 2029. Each security has a $1,000 stated principal amount and offers periodic contingent coupons that, if all paid, equate to approximately 12.80% per annum (contingent on the worst performing of the Dow Jones Industrial Average, the Nasdaq-100 Index and the Russell 2000 Index). The securities pay a contingent coupon of at least 1.0667% per contingent coupon payment date when the worst performing underlying on the related valuation date is at or above its coupon barrier (70% of the initial value). If not called, final payment depends on the worst performing underlying on the final valuation date: holders receive $1,000 if the final value meets the final barrier (70%), or $1,000 plus $1,000 times the underlying return of the worst performing underlying, which can result in substantial loss, including complete loss. CGMI estimates an initial estimated value of at least $936.50 per security and will receive an underwriting fee of up to $6.00 per security. Pricing date is June 22, 2026 and issue date is June 25, 2026. The securities are unsecured obligations of CGMI, guaranteed by Citigroup Inc., and are subject to issuer credit risk, limited liquidity, potential early mandatory redemption at issuer option and tax and regulatory uncertainties.

Citigroup Global Markets Holdings Inc. is offering Medium‑Term Senior Notes—autocallable, contingent‑coupon equity‑linked securities due June 24, 2032—guaranteed by Citigroup Inc.. The securities link to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER and pay contingent coupons only if the Index meets specified barriers on discrete valuation dates.

The notes have a stated principal of $1,000 per security, contingent coupon payments at a periodic rate equal to at least 1.5333% of principal (equivalent to approximately 18.40% per annum if all coupons are paid), an index decrement of 6% per annum, and may be automatically redeemed early on specified autocall dates. These securities expose holders to Index leverage, the 6% annual decrement, and issuer credit risk; the preliminary estimated value disclosed is at least $891.00 per security.

Citigroup Global Markets Holdings Inc. is offering medium-term, equity-linked medium-term senior notes due June 27, 2028 that are unsecured obligations of the issuer and are guaranteed by Citigroup Inc. The securities pay contingent quarterly coupons of 3.00% per payment (equivalent to 12.00% per annum) if the worst performing underlying is at or above a coupon barrier on specified valuation dates, are autocallable on several potential autocall dates, and repay either $1,000 per security at maturity or a fixed number of underlying ETF shares (or cash in the issuer’s discretion) if the worst performing underlying is below its final barrier on the final valuation date. The pricing page shows initial underlying values set on the strike date and an estimated value on the pricing date of at least $937.50 per security. The offering includes selling concessions and an underwriting fee of $5.00 per security.

Citigroup Global Markets Holdings Inc. filed an amended and restated pricing supplement revising the total issue price, total underwriting fee and total proceeds for a callable contingent coupon equity‑linked security due June 17, 2031. The offering is linked to the worst performing of the iShares® MSCI Emerging Markets ETF and the Russell 2000® Index.

The securities have a stated principal amount of $1,000 per security, an issue price of $1,000.00 per security (total issue price $2,952,000.00), an underwriting fee of $5.00 per security (total $14,760.00) and proceeds to issuer of $995.00 per security (total $2,937,240.00). Contingent coupons equal to 1.1875% per payment (a stated equivalent coupon rate of 14.25% per annum) may be paid on scheduled contingent coupon payment dates if the worst performing underlying on the related valuation date is at or above its coupon barrier (70% of the initial underlying value). If the final underlying value of the worst performing underlying is below its final barrier (60% of initial), principal is reduced by the underlying return and you may receive significantly less than the stated principal at maturity.

Citigroup Global Markets Holdings Inc. is offering Capped GEARS Linked to the Russell 2000® Index with a $10.00 stated principal amount per security. The trade date is June 26, 2026, settlement on June 30, 2026, final valuation on August 26, 2027 and maturity on August 31, 2027. Payments at maturity are linked to the Russell 2000® Index performance from the initial to the final underlying level. If the underlying return is zero or positive, payment = $10.00 × (1 + lesser of (underlying return × 3.00 upside gearing) and the maximum gain (to be set on the trade date, in the range 20.30%–22.30%)). If the underlying return is negative, holders are fully exposed and payment = $10.00 × (1 + underlying return), which could result in the loss of some or all of the stated principal. All payments are fully and unconditionally guaranteed by Citigroup Inc.. Issue price is $10.00 per security; underwriting discount is $0.20, and proceeds to issuer per security are $9.80. The securities do not pay interest or dividends and are subject to issuer and guarantor credit risk.

Citigroup Global Markets Holdings Inc. priced an offering of autocallable barrier medium-term senior notes due June 27, 2030, linked to the worst performing of the Russell 2000® and the S&P 500®. Each security has a $1,000 stated principal amount, an upside participation rate of 190% and an automatic early redemption opportunity on the valuation date before maturity. If not autocalled, payoff at maturity depends solely on the worst performing underlying: full upside participation if that underlying finishes above its initial value, return of principal if it finishes above a 75.00% barrier, or a 1:1 loss exposure below the barrier. Pricing date is June 24, 2026 and issue date is June 29, 2026. The per-security issue price is shown as $1,000 with a stated underwriting fee of $31.00 and proceeds to issuer of $969.00; the estimated model value on the pricing date is at least $915.50. The securities do not pay interest, do not provide dividends or voting rights on the underlyings, and are subject to Citigroup and CGMI credit risk.

Citigroup Global Markets Holdings Inc. is offering $12,000,000 of 12,000 Contingent Income Auto-Callable Securities due June 21, 2027, each with a $1,000 stated principal. The notes pay a monthly contingent coupon of 1.4667% of principal (about 17.60% per annum) when the closing price of the underlying Invesco QQQ Trust, Series 1 is at or above a downside threshold of $649.206 (90.00% of the initial share price).

If the underlying shares close at or above the initial share price on any potential redemption date the securities auto-redeem early for principal plus the applicable coupon; if not redeemed and the final share price is below the downside threshold, the maturity payment uses the stated buffer mechanics and may result in a substantial loss of principal. The securities are guaranteed by Citigroup Inc. and were priced with an estimated model value of $1,000.50 per security on the pricing date.

Citigroup Global Markets Holdings Inc. is offering Trigger Autocallable Contingent Yield Notes due on or about June 28, 2029, guaranteed by Citigroup Inc.. The notes pay a quarterly contingent coupon (per annum rate set on the trade date, indicated as 8.00% to 9.05%) only if the least performing of the Nasdaq-100, Russell 2000 and S&P 500 is at or above its coupon barrier on each quarterly valuation date. Beginning about three months after issuance, the notes will be automatically called if the least performing underlying is at or above its initial level on a valuation date, in which case you receive the $10.00 stated principal plus the contingent coupon for that valuation date. If not called, repayment at maturity depends on the least performing underlying: you receive $10.00 if that underlying is at or above its downside threshold (set at 65% of the initial level), but if it is below that threshold you receive a pro rata amount down to zero, exposing you to up to a 100% loss. Trade date is June 26, 2026 and settlement is June 30, 2026. The issue price is $10.00 per note; CGMI estimates an indicative value of $9.62 per note on the trade date. All payments are subject to issuer/guarantor credit risk.