CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc. is offering callable Medium-Term Senior Notes, Series N, due May 26, 2028, guaranteed by Citigroup Inc. The notes pay a contingent coupon of 0.9917% per period (approximately 11.90% per annum if all coupons are paid) on scheduled contingent coupon dates when the worst performing underlying is at or above its coupon barrier (70% of its initial value). Valuation dates run from July 23, 2026 through May 23, 2028. At maturity you receive $1,000 per security if the worst performing underlying is at or above its final barrier (70%); if below, the payment equals $1,000 plus $1,000 times the underlying return of the worst performing underlying, which can result in substantial loss or total loss. The issuer may call the notes on specified potential redemption dates for mandatory redemption with at least three business days’ notice. All payments are subject to the credit risk of the issuer and guarantor. This pricing supplement discloses an estimated value of at least $932.50 per $1,000 security on the pricing date based on CGMI models; the issue price equals $1,000.

Citigroup Global Markets Holdings Inc. priced callable contingent coupon medium-term senior notes due May 26, 2028 linked to the worst performing of the Dow Jones Industrial Average, the Nasdaq-100 and the Russell 2000. The securities pay a periodic contingent coupon of 0.9208% per period (approximately 11.05% per annum if all coupons are paid) and have a stated principal amount of $1,000 per security.

Contingent coupons are paid only if the worst performing underlying on each valuation date is at or above its coupon barrier (70% of initial). At maturity, if the worst performing underlying is below its final barrier (65% of initial), principal is reduced pro rata by the underlying return and could be significantly less than, or equal to zero. The issuer may call the notes on specified dates; all payments are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk.

Citigroup Global Markets Holdings Inc. priced an offering of unsecured Medium-Term Senior Notes, Series N, due June 1, 2028, linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500. Each note has a $1,000 stated principal amount and may pay contingent quarterly coupons of 1.0875% per period (equivalent to 13.05% per annum) provided the worst performing underlying on a valuation date is at or above its coupon barrier (80% of initial). The notes include an automatic early redemption feature on scheduled autocall dates if the worst performing underlying equals or exceeds its initial value; if not autocalled, final payment depends on the worst performing underlying relative to its final barrier (70% of initial), which can produce losses up to the full principal. Pricing date is June 26, 2026, issue date July 1, 2026, and the issuer expects an estimated value on pricing date of at least $933.00 per security. The notes are unsecured obligations of CGMH with a full guarantee by Citigroup Inc., and all payments are subject to issuer/guarantor credit risk.

Citigroup Global Markets Holdings Inc. is offering callable contingent coupon equity-linked Medium-Term Senior Notes due March 1, 2029, guaranteed by Citigroup Inc. Each security has a $1,000 stated principal and pays a contingent coupon of 0.9625% per period (equivalent to 11.55% per annum) only if the worst performing underlying on each valuation date is at or above its coupon barrier (70%). Valuation dates begin July 27, 2026 and run through February 26, 2029, with a pricing date of June 25, 2026 and issue date June 30, 2026. At maturity, if the worst performing underlying is below its final barrier (65%), principal is reduced pro rata by the underlying return and may be significantly less than $1,000, possibly zero. CGMI estimates an initial value of at least $927.50 per security, which is less than the issue price; secondary market bids, liquidity and tax treatment are subject to the terms and risks described in the supplement.

Citigroup Global Markets Holdings Inc. is offering Autocallable Phoenix Securities linked to the Invesco QQQ Trust, Series 1, with an aggregate stated principal amount of $12,000,000 and a stated principal amount of $1,000 per security. The securities pay a contingent coupon of 1.4917% on each contingent coupon payment date if the relevant share price meets or exceeds the coupon barrier. The notes may be automatically redeemed early if the underlying closing price on any interim valuation date is at or above the initial share price of $693.69. If not redeemed, payment at maturity depends on whether the final share price is at or above the final barrier price ($624.321, equal to 90.00% of the initial share price); a downside buffer mechanism applies and can reduce principal based on the buffer rate (approximately 111.111%), exposing holders to potential losses at maturity. Estimated value at pricing was $997.10 per security; issue price is $1,000 (fiduciary accounts: $999.00). Terms, tax treatment, market-disruption adjustments and dilution/reorganization adjustments are described in the accompanying product and prospectus supplements.

Citigroup Global Markets Holdings Inc. priced a primary offering of Medium-Term Senior Notes, Series N — market-linked, auto-callable notes due June 14, 2030 and fully guaranteed by Citigroup Inc. The notes pay a contingent quarterly coupon at 7.25% per annum if the lowest performing underlying meets a 70% coupon threshold on each calculation day. Potential autocall dates run from December 2026 to March 2030; if an autocall trigger occurs, investors receive $1,000 plus the related contingent coupon. If not autocalled, final principal depends on the lowest performing underlying on the final calculation day and the downside threshold is 70% of each starting value, exposing investors to potentially losing most or all principal. Pricing date: June 11, 2026; issue date: June 16, 2026. Starting values: EURO STOXX 50® 6,056.96, S&P 500® 7,394.30.

The issuer, Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.), is offering callable contingent coupon equity-linked securities due December 16, 2027 with a $1,000 stated principal amount per security. The securities pay a $11.50 contingent coupon per $1,000 on each contingent coupon payment date (a 1.15% per payment; 13.80% annualized) only if the worst performing of the Nasdaq-100®, Russell 2000® and S&P 500® Indices is at or above its coupon barrier (70.00% of its initial underlying value) on the applicable valuation date. If not redeemed early and the worst performing underlying is below its final barrier (70.00% of initial) on the final valuation date, payment at maturity will be reduced pro rata to that underlying’s return, potentially to $0. The issuer may call the securities on specified potential redemption dates; all payments are subject to Citigroup’s credit risk.

Citigroup Global Markets Holdings Inc. is offering autocallable medium-term senior notes linked to NVIDIA Corporation with a stated principal amount of $1,000 per security. The securities may be automatically redeemed on the valuation date prior to maturity for the stated principal plus a premium (the June 30, 2027 premium is 23.80%). If not auto-redeemed, maturity payoffs depend on the final closing value of NVDA: holders participate in upside at an upside participation rate of 150.00%, receive principal if the final value is at or above a barrier equal to 60.00% of the initial value, and suffer 1:1 downside exposure if the final value is below that barrier. The issue date is July 2, 2026, final valuation date is June 29, 2028, and maturity is July 5, 2028. Payments are obligations of CGMH and guaranteed by Citigroup Inc., so holders bear issuer/guarantor credit risk. CGMI estimates the securities’ value on pricing will be at least $915.50 per security and will receive an underwriting fee of $25.50 per security.

Citigroup Global Markets Holdings Inc. is offering market-linked, auto-callable notes due June 29, 2029, linked to the lowest performing of the EURO STOXX 50®, Nasdaq-100® and Russell 2000®. The securities have a stated principal amount of $1,000 per security and an expected pricing date of June 26, 2026. They pay a contingent coupon (annual rate at least 12.25%, to be set on the pricing date) on specified contingent coupon payment dates only if the lowest performing underlying meets coupon threshold conditions. The notes may be automatically redeemed on specified autocall dates if the lowest performing underlying is at or above its starting value; otherwise the maturity payment depends solely on the lowest performing underlying on the final calculation day and can be as low as $0 in extreme scenarios. The estimated value on the pricing date is stated as at least $917.50 per security and proceeds to the issuer are $978.75 per security after up to a $21.25 underwriting discount.