CITIGROUP INC (C) SEC Filings, Aug 25, 2026

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering Medium-Term Senior Notes, Series N: Autocallable Contingent Coupon Equity Linked Securities linked to Advanced Micro Devices, Inc. (AMD), due September 19, 2029. The notes are unsecured and fully and unconditionally guaranteed by Citigroup Inc.

Each security has a $1,000 stated principal amount and pays a contingent coupon of 3.75% per quarter (15.00% per annum) only if AMD’s closing value on the relevant valuation date is at or above a coupon barrier equal to 60.00% of the initial underlying value. Missed coupons can be caught up on later dates if the barrier is again met, but if AMD stays below the barrier, no coupons are ever paid.

If not automatically redeemed, at maturity investors receive $1,000 per security if AMD’s final value is at or above a final barrier also at 60.00% of the initial value; otherwise the payoff is $1,000 plus $1,000 times the underlying return, creating full downside exposure and possible total loss of principal. The notes are subject to automatic early redemption on specified dates if AMD’s price is at or above the initial value, in which case investors receive $1,000 plus the applicable coupon (including any unpaid coupons). The issue price is $1,000, including a $40 underwriting fee and $960 in proceeds to the issuer; the estimated value on the pricing date is expected to be at least $882.50, reflecting structuring and hedging costs. The notes carry significant market, credit, liquidity and tax risks, including the risk of losing some or all of the investment.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked medium-term senior notes due August 30, 2029, fully and unconditionally guaranteed by Citigroup Inc. Each security has a $1,000 stated principal amount and is linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index.

Investors may receive contingent coupons of at least 0.7792% of principal per period (approximately at least 9.35% per annum) only when the worst-performing index on a valuation date is at or above 70% of its initial value. The notes are subject to automatic early redemption if, on specified potential autocall dates beginning in February 2027, the worst-performing index is at or above its initial value, in which case holders receive $1,000 plus the applicable coupon.

If the notes are not called and on the final valuation date the worst-performing index is at or above 60% of its initial value, investors receive full principal back (plus any final coupon). If it is below 60%, repayment is reduced 1-for-1 with the index decline, down to a possible zero return of principal. The notes do not pay dividends or provide upside participation in any index and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Issue price is $1,000, including up to a $5.00 underwriting fee; minimum proceeds to the issuer are $995 per security. The estimated value on the pricing date is expected to be at least $940 per security, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate.

CITIGROUP INC, through Citigroup Global Markets Holdings Inc., is offering Autocallable Buffered Notes linked to the MSCI Emerging Markets Index (MXEF) under its Medium-Term Senior Notes, Series N program. Each security has a $1,000 stated principal amount and is fully and unconditionally guaranteed by Citigroup Inc.

The notes may be automatically redeemed on the September 10, 2027 valuation date at $1,158 per $1,000 (principal plus a 15.80% premium) if the index closing value is at or above its initial level. If not called, at maturity in September 2028 investors receive: $1,000 plus leveraged upside (underlying return × 125% participation) if the index is at or above its initial level; full principal back if the index is down but not below the 80% buffer level; and a loss if the index is below the buffer, with losses magnified by a 1.25× buffer rate.

The issue price is $1,000 per security ($985 for fiduciary accounts), including a $15 underwriting fee, yielding $985 in proceeds to the issuer per security. Citigroup Global Markets Inc. expects the initial estimated value to be at least $925.50 per security, based on proprietary models and an internal funding rate, and may earn additional hedging profits. The notes are treated as prepaid forward contracts for U.S. tax purposes, subject to uncertainty and potential future IRS or legislative changes.

Citigroup Inc. (C), through its subsidiary Citigroup Global Markets Holdings Inc., is offering medium-term senior notes titled Autocallable Contingent Coupon Equity Linked Securities linked to the worst of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index, guaranteed by Citigroup Inc. The notes pay a contingent coupon of 0.6875% per month (an annualized 8.25%) only if, on each valuation date, the worst performing index is at or above 75% of its initial value; otherwise no coupon is paid.

The notes mature on August 9, 2029, but may be automatically called on scheduled dates beginning March 4, 2027 if the worst index is at or above its initial value, in which case investors receive $1,000 plus the coupon. If not called, and on the final valuation date the worst index is at or above 70% of its initial value, investors receive $1,000; if it is below 70%, principal is reduced one-for-one with the index loss, down to zero. The issue price is $1,000 per note, with an estimated value of at least $910, an underwriting fee of up to $30 and proceeds to the issuer of $970 per note, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index, the S&P 500 Index and the VanEck Semiconductor ETF, due September 7, 2029, under its existing shelf registration.

The notes pay a contingent coupon of 1.16667% per period (about 14.00% per annum) only if, on the relevant valuation date, the worst performing underlying is at or above its coupon barrier, set at 70% of its initial value. Principal is protected only if, at maturity, the worst performer is at or above its final barrier, set at 60% of its initial value; otherwise repayment is reduced one-for-one with the underlying’s decline and can fall to zero. The notes may be automatically called on specified dates if the worst performer is at or above its initial value, in which case investors receive $1,000 plus any due and previously unpaid coupons.

The notes are unsecured obligations of Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., and all payments are subject to their credit risk. The estimated value on the pricing date is expected to be at least $933 per $1,000 note, reflecting structuring and hedging costs and the issuer’s internal funding rate. The securities are expected to have limited liquidity, significant downside risk to the worst performing underlying, and complex U.S. federal tax and withholding considerations.

CITIGROUP INC (symbol: C) is the issuer of record for a Form 424B2 filing submitted to the SEC.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Autocallable Barrier Securities linked to Space Exploration Technologies Corp. (ticker “SPCX”), guaranteed by Citigroup Inc. The notes pay no interest and do not guarantee return of principal; all payments depend on SPCX performance and Citigroup credit.

Each security has a $1,000 stated principal amount, pricing on September 4, 2026 and maturing September 7, 2029 unless automatically redeemed. An automatic early redemption can occur on September 8, 2027 at 131% of principal if SPCX’s closing value is at or above its initial value.

If not called, at maturity holders receive upside at a 200% upside participation rate when SPCX ends above its initial value; full principal if the final value is at or above a 60% final barrier; and a 1‑for‑1 loss below that barrier, potentially losing the entire investment. The preliminary estimated value on the pricing date is expected to be at least $909 per $1,000, reflecting embedded costs, and the notes may have limited or no secondary market liquidity.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N in the form of callable contingent coupon equity-linked securities tied to the worst performer of the EURO STOXX 50® Index, Russell 2000® Index and S&P 500® Index, guaranteed by Citigroup Inc.

Each security has a $1,000 principal amount and may pay a quarterly contingent coupon of 2.50% (10.00% per annum) only if, on the relevant valuation date, the worst performing index is at or above its coupon barrier, set at 70% of its initial level. Principal protection is conditional: if at final valuation the worst performer is at or above its final barrier (50% of initial), investors receive $1,000; otherwise, repayment is reduced one-for-one with the index decline, potentially to zero.

Citigroup may redeem the notes in whole on specified dates at $1,000 plus any due coupon, limiting the maximum term to September 2, 2031. The estimated value on the pricing date is expected to be at least $928.50 per security, below the $1,000 issue price, reflecting selling costs, hedging and internal funding. Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and liquidity may be limited.

CITIGROUP INC (C), through Citigroup Global Markets Holdings Inc., is offering unsecured Medium-Term Senior Notes, Series N, in the form of Autocallable Contingent Coupon Equity Linked Securities tied to the worst performing of three ETFs: Invesco QQQ Trust, Series 1, iShares MSCI Emerging Markets ETF and SPDR S&P 500 ETF Trust.

Each security has a $1,000 stated principal amount, matures on September 4, 2029, and pays a contingent coupon of 2.55% per quarter (10.20% per annum) only if on each valuation date the worst performing underlying is at or above its coupon barrier, set at 75% of its initial value. Missed coupons can be recouped later if the barrier is met, but may be lost entirely.

The notes are automatically called on specified autocall dates if the worst performing underlying is at or above its initial value, returning $1,000 plus the due coupon and any unpaid coupons. If not called and the worst performer ends below its final barrier (75% of initial), repayment is reduced 1:1 with the decline, down to zero. The issue price is $1,000, including a $30 underwriting fee, and the issuer expects an estimated value on the pricing date of at least $905.50 per security. All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and its guarantor, Citigroup Inc., and the securities may have limited or no secondary market liquidity.