Citigroup Inc SEC Filings

Citigroup Global Markets Holdings Inc. is offering autocallable contingent coupon medium‑term senior notes linked to Netflix, Inc. Each security has a stated principal amount of $1,000, a contingent coupon of 2.6625% per payment (equivalent to 10.65% per annum if all coupons pay) and a maturity date of May 2, 2028. The notes pay contingent coupons only if the closing value of Netflix on specified valuation dates meets or exceeds a coupon barrier equal to 60.00% of the initial underlying value, may be automatically redeemed on specified autocall dates, and, if not redeemed, will repay either $1,000 at maturity or, if the final underlying value is below the final barrier, a fixed number of Netflix shares (or cash in the issuer’s discretion) that may be worth significantly less than the stated principal amount. Payments are fully guaranteed by Citigroup Inc., and all payments are subject to the credit risk of the issuer and guarantor. The cover-page estimated value is at least $928.50 per security and the underwriting fee is $18.50 per security. The offering involves significant market‑, issuer‑credit‑ and tax‑treatment uncertainty; the pricing supplement and accompanying documents should be read in full.

Citigroup Global Markets Holdings Inc. offers Trigger Callable Yield Notes linked to the least performing of the EURO STOXX 50® and the Russell 2000®. Trade date is April 29, 2026, settlement April 30, 2026, final valuation date July 28, 2027, and maturity July 30, 2027. The notes pay a monthly coupon (annual rate set at 9.00% to 9.50%), are callable by the issuer beginning on the third coupon date, and return contingent principal at maturity based on the least performing underlying relative to a 70.00% downside threshold of its initial level. Issue price is $10.00 per note; proceeds to the issuer are $9.90 per note. Payments are fully guaranteed by Citigroup Inc. and remain subject to issuer/guarantor credit risk and the structural downside tied to the least performing underlying.

Citigroup Global Markets Holdings Inc. is offering autocallable, contingent-coupon, equity-linked notes due May 3, 2029, linked to CACI International Inc. and fully guaranteed by Citigroup Inc. Each security has a $1,000 stated principal amount and a listed underwriting fee of $23.50 per security.

The securities pay a contingent coupon of 2.5625% per contingent coupon payment (equivalent to 10.25% per annum) only if the underlying’s closing value on each valuation date is at or above the coupon barrier (set at 65.00% of the initial underlying value). If not automatically redeemed, maturity pay‑outs depend on the final underlying value relative to a 65.00% final barrier; holders may lose up to their entire investment. CGMI estimates the securities’ value on the pricing date will be at least $909.50, below the issue price and reflecting distribution, hedging and structuring costs.

Citigroup Global Markets Holdings Inc. priced callable contingent coupon equity-linked medium-term notes tied to the worst-performing of Alphabet, Microsoft and NVIDIA. Each security has a stated principal amount of $1,000, a pricing date of May 8, 2026, an issue date of May 13, 2026 and a scheduled maturity of May 13, 2027. The securities pay a contingent coupon on each valuation date only if the worst-performing underlying on that valuation date is at or above its coupon barrier (set at 80.00% of the initial underlying value). The securities have a 20.00% buffer at maturity: if the worst-performing underlying on the final valuation date is below that buffer, the holder can lose 1% of principal for each 1% the underlying has fallen beyond the buffer. CGMI expects the estimated value on the pricing date to be at least $925.00 per security and will receive an underwriting fee of up to $6.50 per security.

The issuer, Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.), is offering autocallable contingent coupon medium-term senior notes linked to the worst performing of QQQ, IWM and SPY, due May 4, 2028. The securities pay a contingent coupon of 2.50% per valuation period (10.00% per annum if all paid) when the worst performing underlying is at or above a 65.00% coupon barrier on valuation dates and may be automatically redeemed early if the worst performing underlying is at or above its initial value on autocall dates. Payment at maturity depends on the worst performing underlying: if that underlying is at or above its final barrier you receive $1,000; if below, you receive a fixed number of underlying shares (or cash at the issuer’s election) that could be worth significantly less than the principal. The cover page discloses an issue price of $1,000 per security, an estimated value of at least $935.00 on the pricing date, and an underwriting fee of $10.50 per security.

Citigroup Global Markets Holdings Inc. is offering callable, contingent‑coupon equity‑linked medium‑term senior notes due May 4, 2028, guaranteed by Citigroup Inc. The notes have a stated principal amount of $1,000 per security, a pricing date of April 30, 2026 and an issue date of May 5, 2026. The securities pay contingent coupons (at least 1.0083% per period, approximately 12.10% per annum if all paid) when the worst performing underlying (Nasdaq‑100, Russell 2000, S&P 500) on each valuation date is at or above a 70% coupon barrier, and return principal or a reduced, index‑linked amount at maturity depending on the final valuation. CGMI estimates an intrinsic value of at least $935.00 per security on the pricing date; the issue price is $1,000 and CGMI will receive an underwriting fee of up to $6.50 per security. The notes carry issuer and guarantor credit risk, limited upside (no participation in better performing indices), downside exposure to the worst performing underlying, possible early mandatory redemption by the issuer, limited liquidity, and uncertain U.S. federal tax treatment.

Citigroup Global Markets Holdings Inc. priced callable contingent-coupon Medium-Term Senior Notes linked to the worst performing of the Dow Jones Industrial Average, the Nasdaq-100 Index® and the Russell 2000® Index with a stated principal amount of $1,000 per security and maturity on May 3, 2029. The securities pay periodic contingent coupons (at least 0.825% per payment, equivalent to 9.90% per annum if all are paid) only when the worst performing underlying on specified valuation dates is at or above its coupon barrier (70% of initial value). If the worst performing underlying is below its final barrier (60% of initial value) on the final valuation date, maturity payment will be reduced pro rata and could be zero. The issuer may call the securities on multiple potential redemption dates; payments are unsecured obligations of CGMHI and guaranteed by Citigroup Inc., and all payments are subject to Citigroup credit risk.

Citigroup Global Markets Holdings Inc. priced autocalled equity-linked securities due April 27, 2029, linked to the worst performing of GE Vernova Inc. and Quanta Services, Inc.. Each $1,000 security pays a monthly coupon of 0.8833% (approximately 10.60% per annum) but principal repayment depends on the worst performing underlying versus a 50% final barrier on the valuation date of April 24, 2029. If the worst performing underlying is below its final barrier at maturity, holders receive a fixed number of underlying shares (or, at the issuer’s election, cash) that may be worth significantly less than principal, possibly zero. The securities may be automatically redeemed on specified autocall dates if the worst performing underlying is at or above its initial value, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc. priced dual directional barrier, autocallable medium-term senior notes with a $1,000 stated principal per security linked to the worst performing of the VanEck® Gold Miners ETF (GDX) and the VanEck® Semiconductor ETF (SMH). The notes have a pricing date of April 28, 2026, issue date April 30, 2026 and maturity May 2, 2029. An interim valuation on April 28, 2027 can trigger automatic early redemption that would pay the stated principal plus a premium. Key economic terms disclosed: an interim premium floor of 36.00%, an upside participation rate of 150%, and final barrier levels equal to 60% of each underlying's initial value. The preliminary pricing supplement states an estimated value of at least $888.50 per security on the pricing date and notes tax, liquidity and issuer-credit risks, including that the securities are treated as prepaid forward contracts for U.S. federal tax purposes in the opinion of counsel.