CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Buffer Securities linked to the Nasdaq-100 Index®, maturing on September 1, 2027, under its Medium-Term Senior Notes, Series N program. Each security has a $1,000 stated principal amount and provides modified exposure to the Nasdaq-100 Index®: 1‑to‑1 upside participation up to a maximum return of $155 per security (15.50%), and a 15.00% downside buffer.

If the index finishes above its initial level, investors receive $1,000 plus the return amount, capped at the maximum; if it finishes between 85.00% and 100% of the initial level, they receive $1,000; below 85.00%, investors lose 1% of principal for each 1% decline beyond the 15.00% buffer. The notes pay no interest or dividends, 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. CGMI expects the estimated value on the pricing date to be at least $934 per security, below the $1,000 issue price, reflecting structuring, hedging costs and internal funding assumptions.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, each with coupon and final barriers at 60.00% of its initial value.

Each $1,000 security may pay a 0.6083% contingent coupon per period (about 7.30% per annum) only when the worst performing index on the relevant valuation date is at or above its coupon barrier; otherwise no coupon is paid. If not called early, at maturity investors receive $1,000 per security only if the worst performing index finishes at or above its final barrier; otherwise the payoff is $1,000 plus $1,000 times that index’s negative return, exposing investors to a loss of up to their entire principal.

The notes may be automatically redeemed on specified autocall dates if the worst performing index is at or above its initial value, in which case investors receive $1,000 plus the applicable coupon. The issue price is $1,000 per security, with up to a $9.00 underwriting fee and minimum $991.00 proceeds to the issuer, and an expected initial estimated value of at least $944.00 per security. 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 liquidity and complex U.S. federal tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Medium-Term Senior Notes, Series N in the form of callable contingent coupon equity-linked securities tied to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing on August 18, 2031.

Each security has a $1,000 stated principal amount and pays a 1.1667% contingent coupon per period (about 14.00% per annum) only if on the prior valuation date the worst-performing index is at or above its coupon barrier, set at 80.00% of its initial value. At maturity, if not previously called and the worst-performing index is at or above its final barrier (also 80.00%), investors receive $1,000 plus any final coupon; otherwise they receive $1,000 plus $1,000 times the index return of the worst performer, which can reduce principal down to zero.

The issuer may call the notes in whole on specified quarterly dates, paying $1,000 plus the applicable coupon. The estimated value on the pricing date is expected to be at least $933.00 per $1,000 security, below the issue price, reflecting selling, structuring and hedging costs. Investors face credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., market and correlation risk across the three indices, potentially no coupons and substantial principal loss, limited liquidity, and tax uncertainty.

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, the Russell 2000 Index and the S&P 500 Index, maturing on March 3, 2028. Each security has a $1,000 principal amount and may pay a monthly contingent coupon of 0.7542% (about 9.05% per annum) if, on the relevant valuation date, the worst-performing index is at or above its coupon barrier, set at 70% of its initial value.

The notes are subject to automatic early redemption on specified autocall dates if the worst-performing index is at or above its initial level, in which case holders receive $1,000 plus the coupon. If not called, the maturity payment depends solely on the worst-performing index: full principal is repaid only if its final level is at or above 70% of its initial value; otherwise, repayment is reduced one-for-one with the index loss, potentially to zero, and no final coupon is paid. The securities are unsecured, exposed to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no liquidity, and their estimated value on the pricing date is expected to be below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Contingent Income Auto-Callable Securities with Memory Coupon linked to the common stock of Advanced Micro Devices, Inc. Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of at least 5.1875% of principal (at least 20.75% per annum) if AMD’s closing price on the relevant valuation date is at or above the downside threshold price, set at 50.00% of the initial share price. Missed coupons may be recovered later under the memory feature when AMD trades back at or above the threshold.

The notes are auto-callable: if on any potential redemption date AMD’s price is at or above the initial share price, investors receive an early redemption payment of $1,000 plus the applicable coupon, including any unpaid memory coupons, and the notes terminate. If not called, at maturity investors receive $1,000 plus the final coupon if AMD is at or above the threshold; otherwise the payoff is $1,000 plus $1,000×share return, fully exposing principal to AMD’s downside and potentially resulting in a total loss. The issue price is $1,000 per security, with per-security proceeds to the issuer of $977.50 after a $22.50 underwriting fee. The issuer expects the estimated value on the pricing date to be at least $917.00 per security, below the issue price, reflecting structuring and distribution costs.

Citigroup Inc. reported solid second quarter 2026 results, with revenues, net of interest expense, of 24,766 million, up 14% from 2025. Net interest income rose 13% to 17,125 million and non-interest revenue grew 18% to 7,641 million. Income from continuing operations was 6,024 million, up 49%, and Citigroup’s net income increased 45% to 5,831 million, or $3.15 diluted EPS from continuing operations, up 61%.

At June 30, 2026, total assets were 2,894,654 million and total deposits 1,492,607 million, each up 10% year over year. The CET1 Capital ratio was 12.78%, the Supplementary Leverage ratio was 5.15%, book value per common share was $114.74 and tangible book value per share $100.89, each up 7%. Return on average assets was 0.80%, return on average common stockholders’ equity 11.4% and non-GAAP return on tangible common equity 13.0%, while the efficiency ratio improved to 57.4%.

Performance was broad-based across the five businesses. Second quarter revenues rose in Services (18% to 6,382 million), Markets (17% to 7,007 million), Banking (34% to 1,922 million), Wealth (13% to 3,177 million) and U.S. Consumer Cards (1% to 4,521 million). Net income from continuing operations increased in each of these segments, including 50% growth in Services, 32% in Markets, 286% in Banking and 51% in Wealth. For the first six months of 2026, Citigroup generated 49,399 million in revenues, up 14%, and 11,616 million of net income, up 44%. Common share repurchases totaled 10,300 million and common dividends 2,104 million year to date, while book value and tangible book value per share continued to grow.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk Contingent Income Auto-Callable Securities due August 2029 linked to the common stock of Valero Energy Corporation. Each security has a $1,000 stated principal amount and pays a quarterly contingent coupon of at least 2.75% (at least 11.00% per annum) only if Valero’s share price on the relevant valuation date is at or above the downside threshold price, set at 50.00% of the initial share price. If on any potential redemption date Valero’s share price is at or above the initial share price, the notes are automatically redeemed for $1,000 plus that period’s coupon, and no further payments are made.

If the notes are not redeemed early and the final Valero share price is at or above the downside threshold, investors receive $1,000 plus the final coupon at maturity. If the final share price is below the downside threshold, repayment is reduced on a 1-to-1 basis with the share return, and investors may receive less than 50% of principal and could lose their entire investment. Investors do not participate in any upside of Valero stock and receive no dividends. The issue price is $1,000 per note, including an underwriting fee of $22.50, while the estimated value on the pricing date is expected to be at least $916.50, reflecting internal funding and structuring costs. Non-U.S. investors may face 30% withholding on coupon payments, and the U.S. tax treatment is uncertain, with Citigroup intending to treat the notes as prepaid forward contracts with taxable coupon income.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Contingent Income Auto-Callable Securities linked to Palo Alto Networks, Inc. common stock. Each security has a $1,000 stated principal and a 3-year term, unless automatically redeemed earlier.

Investors may receive a quarterly contingent coupon of at least 4.375% of principal (≥17.50% per annum) when the PANW share price on the valuation date is at or above the downside threshold price, set at 50.00% of the initial share price. A memory feature allows previously missed coupons to be paid if the condition is later met.

If on any potential redemption date PANW closes at or above the initial share price, the notes are automatically redeemed for $1,000 plus the applicable coupon (including unpaid coupons). If held to maturity and PANW finishes below the threshold, repayment is reduced 1‑for‑1 with the share decline, and investors can lose most or all principal while receiving no final coupon. The estimated value is expected to be at least $923 per $1,000 note, reflecting structuring and distribution costs and hedging, and secondary market prices are expected to be lower than the issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering QQQ-linked Autocallable Phoenix Securities with an aggregate stated principal amount of $12,000,000 and a stated principal amount of $1,000 per security. The notes pay a monthly contingent coupon of 1.2917% of principal when the Invesco QQQ Trust share price is at or above the coupon barrier price of $630.063, which is 90.00% of the initial share price of $700.07. Missed coupons can be paid later (without interest) if the barrier is subsequently met.

The notes are automatically redeemed if on any interim valuation date QQQ closes at or above the initial share price, returning $1,000 plus the applicable coupon. If not called, at maturity investors receive: (i) $1,000 plus the final coupon (including any unpaid coupons) if the final QQQ price is at or above the same final barrier price of $630.063; or (ii) $1,000 + [$1,000 × buffer rate × (share return + 10.00%)] if QQQ finishes below the barrier, exposing investors to principal losses down to zero.

The notes have a 10.00% buffer, but losses accelerate once QQQ falls more than that below the initial level. The issue price is $1,000 per security with an underwriting fee of $1.00, while the estimated value is $997.60 per security based on Citigroup Global Markets Inc.’s models. Tax treatment is uncertain, and non-U.S. holders may face 30% withholding on coupon payments.