CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc. offers $14,794,000 of Buffered Digital S&P 500® Index-Linked Notes due October 27, 2027, guaranteed by Citigroup Inc. The notes pay no interest and return at maturity depends on the S&P 500 performance from the trade date June 11, 2026 to the determination date October 25, 2027. If the final level is ≥ 90.00% of the initial level (initial level 7,394.30), holders receive a threshold settlement amount of $1,137.30 per $1,000 (a contingent fixed return of 13.73%). If the final level falls more than 10.00% below the initial level, losses accrue at ~1.1111% of principal for each 1% decline beyond the threshold, with possible total loss. The notes are unsecured senior debt, not listed, subject to issuer and guarantor credit risk, limited liquidity, and uncertain U.S. federal tax treatment.

Citigroup Global Markets Holdings Inc. priced Callable Fixed Rate Notes with a stated principal of $1,000 per note and a 5.00% fixed interest rate, maturing on June 16, 2031. The notes are fully guaranteed by Citigroup Inc. and pay interest semi‑annually, commencing December 16, 2026.

The issuer may call the notes in whole beginning June 16, 2027, on quarterly redemption dates. Proceeds will be used for general corporate purposes and to hedge obligations through affiliates; a temporary pricing uplift applies for approximately four months reflecting hedging profits.

Citigroup Global Markets Holdings Inc. priced a contingent income, auto-callable medium-term note program—principal at risk securities linked to Invesco QQQ Trust, Series 1 (QQQ) with a stated principal amount of $1,000 per security and monthly contingent coupons.

The securities pay a 1.4667% monthly contingent coupon (approximately 17.60% per annum) when the underlying closing price meets or exceeds a downside threshold set at 90.00% of the initial share price. Automatic early redemption can occur on monthly potential redemption dates if the underlying closing price is ≥ the initial share price; maturity payment depends on the final share price and includes a buffer mechanism that can materially reduce principal if the underlying declines.

Citigroup Global Markets Holdings Inc. priced callable contingent coupon equity-linked securities due June 14, 2029 linked to the worst performing of the Nasdaq-100, Russell 2000 and the SPDR S&P Regional Banking ETF. Each security has a stated principal amount of $1,000, offers contingent quarterly coupons of 0.9333% per payment (approximately 11.20% per annum if all are paid) and may be called by the issuer on multiple potential redemption dates.

The contingent coupon is payable only if the worst performing underlying on a valuation date is at or above its coupon barrier (70% of initial value). At maturity, if the worst performing underlying is below its final barrier (60% of initial value), principal is reduced by the underlying return, possibly to zero. Payments and secondary-market value are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk.

Citigroup Global Markets Holdings Inc. is offering callable contingent coupon equity-linked securities due June 14, 2029 linked to the worst performing of the EURO STOXX 50®, Russell 2000® and S&P 500® indices. Each security has a $1,000 stated principal and pays a contingent coupon of 0.7583% per period (approximately 9.10% per annum) only if the worst performing underlying on a valuation date is at or above its coupon barrier (75% of initial value). The securities include a 25.00% buffer (final buffer value = 75% of initial) so that at maturity holders receive $1,000 if the worst performing underlying is at or above its final buffer value; otherwise the maturity payment declines by 1% for each 1% the worst performing underlying declines beyond the buffer. The issuer may call the securities on many potential redemption dates; if called you receive $1,000 plus any related contingent coupon. Issue price was $1,000 with an estimated value on the pricing date of $984.40; underwriting fee was $8.00 per security.

Citigroup Global Markets Holdings Inc. is offering Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Nasdaq-100 Index, the Russell 2000 Index and the State Street SPDR S&P Regional Banking ETF, maturing June 14, 2029. The securities have a stated principal of $1,000 per security, a periodic contingent coupon of $1.1042 per $1,000 (equivalent to approximately 13.25% per annum if all coupons are paid), valuation dates beginning July 13, 2026 and ending with a final valuation date of June 11, 2029. Contingent coupons are paid only if the worst performing underlying on a valuation date is at or above its coupon barrier (70% of the initial value). At maturity you receive $1,000 if the worst performing underlying is at or above its final barrier (60% of initial); otherwise your return equals $1,000 plus the worst performing underlying’s return, which can result in a significant loss, potentially to zero. The issue price per security is $1,000, CGMI’s estimated value on pricing date was $969.60, and the underwriting fee is up to $7.50 per security.

The issuer, Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.), is offering Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the Dow Jones Industrial, the Nasdaq-100® and the Russell 2000® with a stated principal of $1,000 per security and maturity of June 14, 2029. The securities pay a contingent coupon of 0.8583% per payment date (approximately 10.30% per annum if all payments occur) only when the worst performing underlying on a valuation date is at or above its coupon barrier (70% of initial value). If the worst performing underlying on the final valuation date is below its final barrier (70% of initial value), maturity payment equals $1,000 plus $1,000 times that underlying return, which can result in a substantial loss, possibly to zero. The issuer may call the securities on specified potential redemption dates; called securities pay $1,000 plus any related contingent coupon. The securities are unsecured obligations of CGMH and are fully guaranteed by Citigroup Inc.; all payments are subject to the issuer’s and guarantor’s credit risk.

The pricing supplement describes callable, equity-linked securities issued by Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., with a stated principal of $1,000 per security and maturity of December 14, 2028. The notes pay a contingent coupon of 0.8458% per period (approximately 10.15% per annum) only if the worst performing underlying (the Dow Jones Industrial Average, the Russell 2000® or the S&P 500®) on each valuation date is at or above its coupon barrier (70% of the initial level). If the worst performing underlying is below the final barrier on the final valuation date, principal at maturity is reduced pro rata by that underlying’s decline; there is no upside participation or dividends. Issuer call rights exist on many potential redemption dates; early redemption pays principal plus any related contingent coupon. The issue price is $1,000.00 per security, the estimated value at pricing was $983.50 per security and total proceeds shown are $993,000.00.

Citigroup Global Markets Holdings Inc. offers autocallable contingent coupon equity-linked securities linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000® Index and the S&P 500® Index. The securities have a stated principal of $1,000 per security, an issue date of June 16, 2026 and a maturity date of June 14, 2029. Investors may receive periodic contingent coupon payments of $0.8125 per $1,000 on each contingent coupon payment date (a 9.75% annualized rate if all coupons are paid), but each coupon is paid only if the worst performing underlying on the prior valuation date is at or above a coupon barrier equal to 70% of that underlying’s initial value. If not automatically redeemed, final principal repayment depends on the worst performing underlying on the final valuation date and may be less than the stated principal, possibly zero. Pricing date: June 11, 2026; issue proceeds shown total $539,000.