Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. priced callable contingent coupon equity-linked securities linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500, with a $1,000 stated principal per security, priced June 2, 2026, issued June 5, 2026 and maturing June 7, 2028. The notes pay a contingent coupon of 1.0417% per period (approximately 12.50% per annum if all coupons are paid) on each contingent coupon payment date only if the worst performing underlying on the preceding valuation date is at or above its coupon barrier (70% of the initial underlying value). If not called, maturity payment depends on the worst performing underlying on the final valuation date: full principal if at or above the final barrier (70% of initial), otherwise a reduced principal equal to $1,000 plus $1,000 times the underlying return of the worst performing underlying (potentially zero). The issue price per security is $1,000, estimated value on pricing date $988.70, underwriting fee $4.00 per security. All payments are unsecured obligations of the issuer and guaranteed by Citigroup Inc.; holders bear credit risk, underlying-index risk, limited liquidity and complex tax uncertainty.

Citigroup Global Markets Holdings Inc. is offering contingent income, auto-callable medium-term senior notes due June 2029, each with a $1,000 stated principal amount and guaranteed by Citigroup Inc.. The notes pay a 5.60% quarterly contingent coupon (22.40% per annum) when the underlying share's closing price on a valuation date is at or above a downside threshold equal to 50.00% of the initial share price. The notes can be automatically redeemed early if the underlying share closes at or above the initial share price on a potential redemption date; early redemption returns the $1,000 principal plus the related contingent coupon payment. If not redeemed and the final share price is below the downside threshold, maturity payment exposes holders to 1-to-1 downside in the underlying share price (payment may be substantially less than principal, possibly zero). The pricing supplement states an estimated value of at least $921.00 per security on the pricing date and discloses an underwriting fee of $22.50 per security and a selling concession of $17.50 per security.

Citigroup Global Markets Holdings Inc. is offering autocallable, dual directional barrier securities linked to International Business Machines Corporation (IBM) with a $1,000 stated principal per security. Pricing date is June 30, 2026, issue date July 6, 2026, and maturity (unless earlier autocalled) July 6, 2029. Automatic early redemption may occur on the first valuation date if the underlying closes at or above the initial underlying value; the July 1, 2027 premium is 20.00% (equivalent to $200.00 per $1,000 security).

At maturity, payoff depends on the final underlying value relative to the initial value and a final barrier equal to 65% of the initial underlying value. The upside participation rate is 200%. The securities are obligations of CGMH (guaranteed by Citigroup Inc.) and are subject to issuer and market risks, possible loss of principal if IBM falls below the barrier, limited liquidity, and specific U.S. federal tax characterizations.

Citigroup Global Markets Holdings Inc. is offering autocal­lable buffer securities linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Dynamic Participation Index, maturing June 5, 2031. Each security has a $1,000 stated principal amount and an upside participation rate of 150.00% with a 15.00% buffer. The securities may be automatically redeemed on the June 2, 2027 valuation date for $1,108.00 per security if both underlyings close at or above their initial values. If not redeemed, payout at maturity depends solely on the worst performing underlying: (i) participation in upside at 150%, (ii) return of principal if the worst performing underlying is down but >= 85.00% of initial value, or (iii) pro rata loss beyond the 15.00% buffer. Investors bear Citigroup credit risk, will not receive dividends, and should expect limited liquidity.

Citigroup Global Markets Holdings Inc. offers callable contingent coupon equity-linked securities due June 7, 2029. Each security has a $1,000 stated principal and may pay a contingent coupon of 2.40% per payment (equivalent to 9.60% per annum) when the worst performing underlying on a valuation date is at or above its coupon barrier (60% of the initial value). The securities are linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indexes, are callable on specified dates, and are guaranteed by Citigroup Inc. Investors face downside exposure to the single worst performing underlying, possible loss of principal at maturity, limited liquidity, and credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc. priced autocal lable contingent coupon equity-linked securities due June 5, 2031 with a $1,000 stated principal amount per security. The securities reference the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices and pay a contingent coupon of 2.85% per contingent coupon date (equivalent to 11.40% per annum) only if the worst performing underlying on a valuation date is at or above its coupon barrier (70.00% of initial value). The securities may autocall on specified valuation dates if the worst performing underlying is at or above its initial value; if not autocal led, repayment at maturity depends on the worst performing underlying on the final valuation date (may result in significant principal loss). Issue price was $1,000.00 with an estimated value of $983.40 and an underwriting fee of $4.00 per security.

Citigroup Global Markets Holdings Inc. is offering autocalIable contingent coupon equity-linked securities linked to Boston Scientific Corporation due June 7, 2029. Each security has a stated principal amount of $1,000 and pays a contingent coupon of 3.3625% per payment (equivalent to 13.45% per annum) only if the underlying meets the coupon barrier on specified valuation dates.

The initial underlying value is $47.68; the coupon and final barrier values are $33.376 (70.00% of the initial underlying value). If not autocalled, payment at maturity depends on the final underlying value and may result in a loss of some or all principal. The issue price per security is $1,000 (estimated value $961.40), with an underwriting fee of $23.50 and proceeds to issuer of $976.50 per security.

Citigroup Global Markets Holdings Inc. is offering callable, market-linked securities linked to the lowest performing of the Russell 2000®, the S&P 500® and the Nasdaq-100®, with a stated principal amount of $1,000 per security. The securities pay quarterly contingent coupons (contingent on the lowest performing underlying meeting coupon thresholds) at an annualized rate to be set on the pricing date, specified as at least $9.65% per annum. Pricing and issue dates are expected to be June 9, 2026 and June 12, 2026, with maturity on June 14, 2029. The issuer may redeem the securities quarterly at its option. At maturity, if not redeemed, holders receive $1,000 or a reduced principal tied to the performance factor of the lowest performing underlying; substantial principal loss is possible if that underlying falls below its 70% downside threshold. The securities are unsecured obligations of the issuer and are fully guaranteed by Citigroup Inc.; holders bear credit risk of both entities.

Citigroup Global Markets Holdings Inc. is offering buffered digital S&P 500® index-linked notes due in a term determined on the trade date (expected determination date 13–15 months after trade date). The notes pay no interest and at maturity provide a contingent fixed return of 9.24%–10.87% per $1,000 stated principal if the final index level is >= 90.00% of the initial level. If the index declines by more than the 10.00% threshold, investors lose approximately 1.1111% of principal for each 1% the decline exceeds the threshold; there is no minimum payment and full loss of principal is possible. The notes are unsecured senior debt of CGMH and fully guaranteed by Citigroup Inc., carry counterparty credit risk, will not be listed, and may have limited liquidity. Key economic inputs (initial index level, threshold settlement amount between $1,092.40 and $1,108.70 per $1,000, and exact maturity) are set on the trade date.