CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc. offers medium-term senior notes (guaranteed by Citigroup Inc.) linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Dynamic Participation Index. Each security has a stated principal of $1,000, a contingent coupon equal to 0.65% per valuation period (equivalent to 7.80% per annum if all coupons are paid) and matures on June 30, 2031. The securities pay contingent coupons only when the worst performing underlying on a valuation date is at or above its coupon barrier (80.00% of initial value), may be automatically redeemed on scheduled autocall dates if the worst performing underlying is at or above its initial value, and provide downside exposure below a final buffer of 85.00% (buffer 15.00%) at maturity.

The pricing date is June 25, 2026, issue date is June 30, 2026, and CGMI estimates an initial value of at least $896.00 per security; the issue price is $1,000.00 with an underwriting fee up to $37.50 per security. Payments are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk and numerous feature-specific risks described in the supplement.

Citigroup Global Markets Holdings Inc. is offering autocallable medium-term senior notes due June 30, 2031, linked to the worst performing of the Nasdaq-100 Index® and the Russell 2000® Index. Each security has a $1,000 stated principal amount and a 15.00% buffer. Periodic valuation dates beginning June 28, 2027 permit automatic early redemption with fixed premiums; if not redeemed, final payment at maturity depends solely on the worst performing underlying versus its initial and buffer values. Payments are unsecured obligations of CGMH and guaranteed by Citigroup Inc., and all payments are subject to issuer and guarantor credit risk.

Citigroup Global Markets Holdings Inc. is offering unsecured, autocallable medium-term senior notes linked to the S&P 500® Index with a stated principal amount of $1,000 per security. The pricing date is June 26, 2026, the issue date is July 1, 2026, and maturity is July 1, 2031. The securities may be automatically redeemed after the valuation date prior to maturity if the closing value of the underlying is greater than or equal to the initial underlying value; the June 29, 2027 early redemption premium is 11.65%. If not redeemed, maturity payoff depends on the final underlying value versus an 80.00% final barrier and features a 150.00% upside participation rate. The securities do not pay interest, do not provide dividend rights, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc. priced an offering of Autocallable Barrier Securities linked to the S&P 500® Index due July 1, 2031. Each security has a $1,000 stated principal amount and may automatically redeem early if the index on the interim valuation date equals or exceeds its initial value.

If not redeemed early, maturity payouts depend on the final underlying value: investors receive $1,000 plus an upside participation (150.00%) on positive returns, $1,000 if the final value is between the final barrier (80.00% of the initial underlying value) and the initial value, or a reduced principal (1:1 downside) if the final value is below the final barrier. A June 29, 2027 automatic-redeem premium is 8.50% ($85.00 per security). The pricing-date estimated value is at least $913.00 versus an $1,000 issue price; underwriting fee up to $20.00 per security with proceeds to issuer shown as $980.00 per security.

Citigroup Global Markets Holdings Inc. offers Medium‑Term Senior Notes, Series N — Barrier Digital Plus Securities linked to the worst performing of the Russell 2000® and the S&P 500® — due July 1, 2030. The notes are unsecured obligations of the issuer, fully guaranteed by Citigroup Inc., with a stated principal amount of $1,000 per security. Payment at maturity depends on the worst performing underlying: holders receive either (a) $1,000 plus the greater of a $502.00 digital return or the underlying return if the worst performing underlying finishes at or above its initial value, (b) the stated principal amount if the worst performing underlying finishes below its initial value but at or above a final barrier equal to 75.00% of its initial value, or (c) a 1‑for‑1 downside payoff (which can result in a total loss) if the worst performing underlying finishes below that final barrier. The pricing date is June 26, 2026, issue date July 1, 2026, valuation date and maturity on or about June 26, 2030 and July 1, 2030, respectively. The preliminary estimated value on the pricing date is stated as at least $939.50 per security, determined by CGMI’s proprietary models and internal funding rate; the issue price is $1,000.00 per security.

Citigroup Global Markets Holdings Inc. priced a primary offering of Medium-Term Senior Notes (Barrier Digital Plus Securities) linked to the worst performing of the Russell 2000® and the S&P 500®. Each security has a $1,000 stated principal amount and a maturity date of July 1, 2031. The securities pay no interest; instead the payment at maturity depends on the performance of the worst performing underlying versus its initial value and a final barrier set at 75.00% of the initial underlying value. If the worst performing underlying finishes at or above its initial value, holders receive $1,000 plus the greater of a fixed digital return of $515.00 (51.50%) or 1-to-1 upside. If the worst performing underlying finishes below the final barrier, repayment is reduced 1% for each 1% decline below the initial value, possibly resulting in a total loss. The securities are unsecured obligations of the issuer, guaranteed by Citigroup Inc., and are subject to issuer and market risks, limited liquidity, and tax uncertainties.

Citigroup Global Markets Holdings Inc. priced medium-term senior notes — unsecured, autocallable securities linked to the worst performing of the EURO STOXX 50®, Nasdaq-100® and Russell 2000® indices. The notes have a stated principal amount of $1,000 per security, a pricing date of June 16, 2026, an issue date of June 22, 2026 and a scheduled maturity date of June 20, 2031.

Holders face periodic automatic early redemption if the worst performing underlying on a valuation date is at or above its initial value; otherwise payout at maturity depends on the worst performing underlying relative to a final barrier value equal to 60.00% of the initial underlying value. Premiums payable on automatic early redemption or at maturity are fixed by valuation date, ranging from 13.75% on June 17, 2027 to 68.75% on June 16, 2031. The securities do not pay interest, do not provide dividends or voting rights, and are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc. offers callable contingent coupon medium-term notes due June 22, 2029, guaranteed by Citigroup Inc.. The notes pay contingent quarterly coupons equal to at least 1.4083% per period (approximately 16.90% per annum) if the worst performing underlying meets an 80.00% coupon barrier on each valuation date. Each note has a stated principal amount of $1,000, a pricing date of June 18, 2026, and an issue date of June 24, 2026. At maturity, investors receive $1,000 if the worst performing underlying is at or above its final barrier (80% of initial); otherwise the payoff equals $1,000 plus the worst performing underlying’s return, which can result in a substantial loss, potentially to zero. The issuer may call the notes on specified potential redemption dates; called notes pay $1,000 plus any related contingent coupon. The estimated value on the pricing date is stated to be at least $940.00 per security and the issue price is $1,000 per security; proceeds to issuer are shown as $995.00 per security after an underwriting fee of $5.00. The securities are complex, tied to the worst of the Nasdaq-100®, Russell 2000® and S&P 500® indices, and are subject to issuer credit risk, limited liquidity, tax uncertainty and a high probability of receiving no coupons or principal at maturity depending solely on the worst performing underlying.

Citigroup Global Markets Holdings Inc. is offering callable Contingent Coupon Equity Linked Securities due June 15, 2029, linked to the worst performing of the Dow Jones Industrial, Nasdaq-100 and Russell 2000 indices. Each security has a stated principal amount of $1,000 and may pay a contingent coupon of 1.0167% per valuation period (approximately 12.20% per annum) only if the worst performing underlying on a valuation date is at or above its coupon barrier (equal to 70.00% of the initial value). If not redeemed, payment at maturity depends on the final value of the worst performing underlying: holders receive $1,000 if that final value is at or above its final barrier (70.00% of initial); otherwise maturity proceeds equal $1,000 plus $1,000 × underlying return, which can result in significant loss, including total loss. The issuer may call the securities on specified potential redemption dates; early redemption returns principal plus any related contingent coupon. The estimated value on the pricing date is stated as at least $933.00 per security; issue price equals $1,000. Payments and secondary market bids are subject to the credit risk of the issuer and guarantor; tax treatment is uncertain under U.S. federal law.