Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. is offering callable, contingent-coupon equity-linked securities linked to the worst performing of the Dow Jones Industrial Average, the Nasdaq-100 Index® and the Russell 2000® Index, maturing May 5, 2028. Each security has a $1,000 stated principal amount and pays a contingent coupon of 0.7917% per period (≈9.50% per year) only if the worst performing underlying on a valuation date is at or above its coupon barrier. If on the final valuation date the worst performing underlying is below its final barrier, holders receive $1,000 plus the underlying return of that worst performing underlying, which can result in a material loss of principal. The securities may be called in whole on specified potential redemption dates; a call pays $1,000 plus any related contingent coupon. The issue price was $1,000 per security (estimated model value $967.80) and total issue proceeds shown are $1,020,703.75. Payments are fully guaranteed by Citigroup Inc..

Citigroup Global Markets Holdings Inc. is offering autocallable, contingent-coupon, equity-linked medium-term senior notes due December 16, 2027, guaranteed by Citigroup Inc.. Each security has a stated principal amount of $5,000 and pays a contingent coupon of $207.50 per period (4.15% of principal) — an annualized contingent coupon rate of 16.60% per annum — provided Broadcom Inc.’s closing value on each valuation date meets or exceeds a coupon barrier set at 55.00% of the initial underlying value. Valuation dates run from September 11, 2026 through December 13, 2027. If the underlying meets or exceeds the initial underlying value on a potential autocall date, securities will be automatically redeemed early at $5,000 plus the related contingent coupon. If not redeemed and the final underlying value is below the final barrier (55.00% of initial), holders will receive a fixed number of Broadcom shares (or cash in CGMI’s discretion) equal to the equity ratio, which can result in a partial or total loss of principal. The securities are unsecured obligations of CGMH, guaranteed by Citigroup Inc., carry issuer and guarantor credit risk, limited liquidity, model-based estimated value below the issue price, and uncertain U.S. federal tax treatment.

Citigroup Global Markets Holdings Inc. is offering contingent income callable principal-at-risk securities linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500. Each security has a stated principal amount of $1,000 and an expected pricing date of June 12, 2026 with an expected maturity date of June 15, 2028.

Investors may receive a quarterly contingent coupon of 2.45% ($24.50 per $1,000) for each observation period if no coupon barrier event occurs. The issuer may call the securities on specified quarterly potential redemption dates beginning in September 2026. At maturity, if not called, payment depends on the final level of the worst performing underlying index relative to its downside threshold: if at or above the threshold you receive the principal; if below, you incur a 1-to-1 loss with the index return and may lose a significant portion or all principal.

Citigroup Global Markets Holdings Inc. is offering Trigger Callable Contingent Yield Notes linked to the least performing of the S&P 500®, Nasdaq-100® and Russell 2000® indices with a stated principal amount of $10.00 per note and an expected term of approximately 3.5 years, callable by the issuer.

The notes pay a contingent coupon (set on the trade date) only if all underlyings close at or above their coupon barriers on every trading day of an observation period; otherwise no coupon is paid for that period. At maturity investors receive principal if the least performing underlying is at or above its 60.00% downside threshold, but otherwise receive a reduced principal equal to $10.00 × (1 + underlying return) of the least performing underlying, exposing holders to up to a 100% loss. The notes are fully and unconditionally guaranteed by Citigroup Inc. and carry issuer/credit risk, withholding tax considerations for non-U.S. holders, and complex tax characterization risks described in the supplement.

Citigroup Global Markets Holdings Inc. is offering structured, autocallable notes linked to the EURO STOXX 50® and the S&P 500®. Each security has a stated principal amount of $1,000 and a public offering price of $1,000. The pricing date is June 11, 2026 with an expected issue date of June 16, 2026

The notes pay a quarterly contingent coupon (annualized rate at least 7.25%, to be set on the pricing date) only if the lowest performing underlying on each quarterly calculation day is at or above its coupon threshold (70% of its starting value). The notes may autocall early if the lowest performing underlying is at or above its starting value on specified potential autocall dates. If not redeemed, maturity payoff depends solely on the lowest performing underlying on the final calculation day (final calculation day June 11, 2030; maturity date June 14, 2030), and investors may lose up to all principal if that underlying falls below its downside threshold (70% of starting value).

Citigroup Global Markets Holdings Inc. priced callable contingent coupon equity-linked securities due May 5, 2028 linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. Stated principal is $1,000 per security with an approximate contingent coupon rate of 11.20% per annum (0.9333% per payment) payable only when the worst performing underlying on a valuation date is at or above its 60% coupon barrier. The securities may be called on specified potential redemption dates; if not called, payment at maturity depends on the final performance of the worst performing underlying and whether a knock-in event (closing below 60% of initial value on any scheduled trading day during the observation period) has occurred. Estimated value at issuance was $982.50 per security and the issue price was $1,000 with an underwriting fee of $7.00 per security. All payments are subject to Citigroup Global Markets Holdings Inc. credit risk and guaranteed by Citigroup Inc.

Citigroup Global Markets Holdings Inc. is offering callable contingent coupon equity-linked unsecured debt securities due May 5, 2028, guaranteed by Citigroup Inc. Each security has a stated principal amount of $1,000 and pays a contingent coupon of 0.7425% per valuation period (an annualized 8.91% per annum if all coupons are paid) only when the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices is at or above its coupon barrier (60% of initial value) on a valuation date. If not called, payment at maturity depends on the final value of the worst performing underlying relative to its final barrier (60% of initial value), and could result in a repayment significantly below principal, including zero.

Citigroup Global Markets Holdings Inc. is offering contingent income callable securities due June 2028 that are fully guaranteed by Citigroup Inc.. Each security has a stated principal amount of $1,000 and pays a quarterly contingent coupon of 2.125% of stated principal ($21.25) when no coupon barrier event occurs during an observation period. If not called, the payment at maturity depends on the performance of the worst performing of the Nasdaq-100, Russell 2000 and S&P 500: investors receive full principal if that worst performing index is at or above 60% of its initial level, but otherwise receive the stated principal adjusted 1-for-1 by that index return (which can result in significant principal loss, including loss of most or all principal).

CGMI expects an estimated value at pricing of at least $920.50 per security and will act as principal underwriter, receiving a $20 underwriting fee per $1,000 security (with a $5 structuring fee to Morgan Stanley Wealth Management). The securities may be called beginning approximately three months after issuance; early redemption returns principal plus any applicable contingent coupon. Tax, withholding and index‑methodology risks are disclosed; investors should review the accompanying supplements and prospectus before deciding.

Citigroup Global Markets Holdings Inc. is offering Contingent Income Auto-Callable Medium-Term Senior Notes due June 15, 2029 linked to the common stock of Broadcom Inc.. Each security has a $1,000 stated principal amount and may pay a quarterly contingent coupon of 3.60% (14.40% per annum) when the underlying share price on a valuation date is at or above a downside threshold equal to 50.00% of the initial share price. The notes may be automatically redeemed early if the underlying share price is greater than or equal to the initial share price on any potential redemption date, in which case holders receive the stated principal plus the related contingent coupon. If not redeemed and the final share price is below the downside threshold, the maturity payment exposes holders to a 1-to-1 decline in the underlying share price (principal at risk), potentially resulting in significant or total loss of principal.