Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. is offering autocal lable contingent‑coupon medium‑term senior notes due April 26, 2029, linked to the worst performing of the EURO STOXX 50®, Nasdaq‑100® and Russell 2000®. The securities pay contingent coupons (at least 3.25% per payment, equivalent to 13.00% per annum if all are paid), may be automatically redeemed on specified autocall dates, and expose holders to downside equal to the worst performing underlying with final barrier at 80% of initial value. Issue price is $1,000 per security with estimated value at least $913 and per‑security underwriting fee up to $20. Payments are subject to the credit risk of CGMH and Citigroup Inc.

Citigroup Global Markets Holdings Inc. priced an offering of autocallable securities linked to Exxon Mobil Corporation, The Goldman Sachs Group, Inc. and Meta Platforms, Inc.. The securities have a $1,000 stated principal amount and a public offering price of $1,000.00 per security and were priced on April 16, 2026 with an issue date of April 21, 2026. The securities pay quarterly contingent coupons at an annual rate of 21.65% per annum only if the lowest performing underlying at each calculation day is at or above its coupon threshold (70% of its starting value). The securities may be automatically redeemed early if the lowest performing underlying is at or above its starting value on a potential autocall date. If not redeemed, the maturity payment depends solely on the lowest performing underlying on the final calculation day (April 16, 2029), exposing holders to potential loss of principal down to zero.

The estimated value on the pricing date was $951.10 per security (based on CGMI models), below the public offering price; underwriting discount and commission totaled $23.25 per security and proceeds to the issuer were $976.75 per security. All payments are unsecured obligations of Citigroup Global Markets Holdings Inc. and are fully guaranteed by Citigroup Inc., exposing holders to the credit risk of both entities.

Citigroup Global Markets Holdings Inc. priced $6,295,000 of market‑linked, auto‑callable notes guaranteed by Citigroup Inc. The offering consists of securities with a $1,000 stated principal amount ($1,000 per security) linked to CoreWeave, Inc., priced April 16, 2026, and issued April 21, 2026.

The notes pay a contingent coupon of 25.15% per annum (with a memory feature), are subject to automatic early redemption if the underlying closes at or above the starting value on potential autocall dates, and expose holders to downside principal loss if the final closing value is below 50% of the starting value.

Citigroup Global Markets Holdings Inc. priced a preliminary autocallable contingent coupon medium-term note linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER, with a stated principal amount of $1,000 per security, an issue date of April 29, 2026 and maturity of April 29, 2032. The notes pay contingent quarterly coupons equal to at least 1.5167% per period (approximately 18.20% per annum if all coupons are paid) when the underlying meets the coupon barrier on specified valuation dates, and can be automatically redeemed on specified autocall dates if the underlying is at or above the initial underlying value.

The underlying index uses volatility targeting (35% target), may apply leverage up to 500%, and is reduced by a 6% per annum decrement; holders bear downside exposure and will not participate in upside of the underlying. Payments are unsecured obligations of CGMH and guaranteed by Citigroup Inc.; all payments are subject to the issuers' credit risk. The estimated model value is expected to be at least $893.00 on the pricing date, below the issue price.

Citigroup Global Markets Holdings Inc. priced a structured offering of market-linked, auto-callable securities linked to Oracle Corporation with a total public offering price of $4,363,000.00 and proceeds to the issuer of $4,261,560.25.

The securities pay a contingent quarterly coupon at a 15.00% per annum rate (with a memory feature), are automatically redeemable if Oracle closes at or above the starting value on specified autocall dates, and expose investors to full downside at maturity if Oracle closes below a 50% downside threshold. All payments are unsecured obligations of Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc.

Citigroup Inc. priced callable zero coupon notes due April 21, 2056 with an aggregate stated principal amount of $3,867,000. Each note has a $1,000 stated principal amount, a stated issue price of 15.119% (i.e., $151.19 per note) and an accrual yield of 6.50% per annum (compounded annually). The notes pay no periodic interest and repay $1,000 at maturity unless earlier redeemed. Citigroup may call the notes annually beginning on April 21, 2031 for the accreted values shown; the notes are not listed. The terms permit a wholly owned subsidiary to assume obligations after notice; the notes are intended to qualify as TLAC-eligible debt, which affects creditor loss allocation in certain resolution scenarios.

Citigroup Global Markets Holdings Inc. is offering 3,516 structured notes — Dual Directional Trigger PLUS linked to shares of the VanEck® Gold Miners ETF (GDX) with a stated principal amount of $1,000 per security. The securities price was set on April 16, 2026, issued on April 21, 2026, and mature on November 3, 2027. Payments at maturity depend on the ETF closing price on the valuation date: a leveraged upside (200% leverage capped at a $478.00 maximum upside per security) if shares appreciate; a 1:1 absolute positive return for depreciations up to 20% (trigger price $78.128); and full downside exposure if the final price is below the trigger price, potentially resulting in a loss of most or all principal. All payments are guaranteed by Citigroup Inc., and investors bear credit risk of Citigroup entities.

Citigroup Global Markets Holdings Inc. is offering 6,416 Trigger PLUS Securities linked to the Russell 2000® Index with an aggregate stated principal amount of $6,416,000. Each security has a $1,000 stated principal amount, a pricing date of April 16, 2026, an issue date of April 21, 2026, and matures on May 3, 2028. The securities carry an automatic early redemption feature on the interim valuation date (April 23, 2027) that would pay $1,000 plus a 15.40% interim redemption premium if the Russell 2000 closing level is at or above the initial index level. At final maturity, if not redeemed early, payments depend on the final index level versus the initial index level (initial index level: 2,719.602; trigger level: 2,175.682, equal to 80% of the initial level). Upside at maturity uses a 125.00% leverage factor; downside below the trigger exposes holders to 1-for-1 losses and could result in a loss of most or all principal. The securities are fully guaranteed by Citigroup Inc.; estimated value at issuance was $979.30 per security (below issue price).

Citigroup Global Markets Holdings Inc. is offering medium-term senior notes—autocallable, contingent-coupon equity-linked securities tied to the worst performing of the Dow Jones Industrial, Russell 2000® and S&P 500® indices. Each security has a stated principal amount of $1,000, an estimated value of at least $935.50 on the pricing date and an underwriting fee of $6.00 per security. The securities pay contingent coupons (at least 0.8542% per period, approximately 10.25% per annum if all paid) on scheduled valuation dates if the worst performing underlying is at or above its coupon barrier (70% of initial value). The notes may be automatically redeemed early on specified autocall dates and, if held to maturity, repayment depends on the final performance of the worst performing underlying (full principal if at or above 70% final barrier; otherwise principal is reduced pro rata and may be substantially or fully lost). Payments are unsecured obligations of CGMH and guaranteed by Citigroup Inc.; all payments are subject to issuer and guarantor credit risk.