CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc. is offering Bearish Upturn Securities linked to the S&P 500® Index with a stated principal amount of $1,000 per security. The securities were priced on May 5, 2026, issued on May 8, 2026, and mature on July 9, 2027. At maturity holders receive either (a) $1,000 plus a leveraged payment if the index finishes below the initial value (200.00% participation, capped at a $930.00 maximum return) or (b) $1,000 minus a dollar-for-dollar loss if the index finishes at or above the initial value (subject to a $1,000.00 maximum loss). The pricing supplement discloses an estimated value of $969.60 per security on the pricing date, an underwriting fee of up to $23.50 per security, and proceeds to the issuer of $976.50 per security for fee-based accounts. These are structured, principal-at-risk securities guaranteed by Citigroup Inc. and are suitable only for investors who understand the risk of losing some or all of their investment.

Citigroup Global Markets Holdings Inc. is offering unsecured, autocal lable medium-term senior notes (Series N) linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal amount, an issue date of May 20, 2026 and a maturity date of May 20, 2031. The notes do not pay interest, may be automatically redeemed early on specified valuation dates for the stated principal plus a fixed premium, and expose holders to downside tied 1:1 to the Index below a final barrier (60% of the initial underlying value). The Index applies volatility targeting (a 40% target), may employ leverage (up to 500%), and is reduced by a 6% per annum decrement. The estimated value on the pricing date is expected to be at least $903.50 per security; underwriting fee is up to $7.50 per security. All payments are subject to issuer and guarantor credit risk and limited secondary market liquidity.

Citigroup reported stronger first-quarter 2026 results, with net income of $5.8 billion, up 42% from $4.1 billion a year earlier. Revenue rose 14% to $24.6 billion as both net interest income and fee income grew. Earnings per diluted share increased to $3.06 from $1.96, while return on tangible common equity improved to 13.1% from 9.1%.

All five business segments contributed to revenue growth, led by Markets, Services and Banking. U.S. Consumer Cards saw higher revenue but lower net income as credit provisions increased. Citigroup continued significant capital returns, repurchasing $6.3 billion of common stock and paying $1.1 billion in common dividends, while maintaining a CET1 ratio of 12.75% and total assets of $2.78 trillion.

The issuer, Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.), proposes Callable Contingent Coupon Equity Linked Securities due June 1, 2029 linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each security has a $1,000 stated principal amount, a contingent coupon of 0.9875% per payment (11.85% annualized) and multiple scheduled valuation dates beginning June 29, 2026. Coupons pay only if the worst performing underlying on a valuation date is ≥ its coupon barrier (70% of initial). At maturity holders receive either $1,000 or $1,000 adjusted by the worst performing underlying return; there is no guaranteed minimum and the securities may be worth significantly less or zero. The issuer may call the notes on many potential redemption dates. The preliminary estimated value on the pricing date is at least $934.00 per security; the issue price is $1,000.

Citigroup Global Markets Holdings Inc. is offering $28,333,000 of Trigger Callable Contingent Yield Notes linked to the least performing of the S&P 500®, Nasdaq-100® and Russell 2000®. The notes pay a quarterly contingent coupon of 11.75% per annum (equal to $0.2938 per $10 note) only if each underlying remains at or above its 70% coupon barrier on every trading day of an observation period. The issuer may call the notes on any coupon payment date; if not called, repayment at maturity depends on the least performing underlying relative to its 60% downside threshold and may result in a loss up to 100% of principal. The notes are unsecured obligations of the issuer and are fully guaranteed by Citigroup Inc.; payments are subject to the creditworthiness of the issuer and guarantor.

Citigroup Global Markets Holdings Inc. offers $495,000 of Autocallable Contingent Coupon Equity Linked Securities linked to Hewlett Packard Enterprise Company due May 10, 2028. Each $1,000 security pays a contingent coupon of 3.75% per valuation period (equivalent to 15.00% per annum) only if the underlying closing value on the preceding valuation date is at or above the coupon barrier of $15.921 (53.00% of the initial underlying value). If not redeemed early, at maturity holders receive $1,000 if the final underlying value is at or above the final barrier of $15.921; otherwise holders receive an equity ratio of 33.28895 underlying shares (or, at the issuer’s election, cash) and may lose most or all of principal.

The securities are unsecured obligations of Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., involve issuer and market risk, may be auto‑called on specified valuation dates, and have limited secondary market liquidity.

Citigroup Global Markets Holdings Inc. offered barrier securities due May 8, 2031 linked to the worst performer of the Dow Jones Industrial Average, the S&P 500® Equal Weight Index and the S&P 500® Index. Each security has a $1,000 stated principal amount and was issued at $1,000.00 per security with proceeds to the issuer of $994.00 per security after a $6.00 underwriting fee.

Payments at maturity depend on the performance of the single worst performing underlying measured from the May 4, 2026 strike date to the May 5, 2031 valuation date: upside participation is 169.50%; the final barrier for each underlying equals 80.00% of its initial underlying value. If the worst performing underlying finishes below its barrier, investors suffer 1:1 downside exposure and may lose principal.

Citigroup Global Markets Holdings Inc. is offering callable, contingent coupon equity-linked medium-term senior notes due May 18, 2029, guaranteed by Citigroup Inc. The securities pay a contingent coupon of 1.00% per period (12.00% per annum) when the worst performing underlying on a valuation date is at or above its coupon barrier (70% of initial value). Each security has a stated principal amount of $1,000, an estimated value at pricing of at least $935.00, and an issue price of $1,000.00. Valuation dates occur monthly from June 15, 2026 through the final valuation date on May 15, 2029. If not called, payment at maturity depends solely on the worst performing underlying: if below its final barrier (70%), maturity proceeds equal $1,000 plus $1,000 times that underlying's return, potentially resulting in a total loss. The issuer may call the notes on specified potential redemption dates after short notice.

Citigroup Global Markets Holdings Inc. is offering Callable Contingent Coupon Equity Linked Securities linked to the worst performing of the EURO STOXX 50®, the Russell 2000® and the S&P 500® Equal Weight Index, due May 10, 2029. The offering totals $500,000 at an issue price of $1,000.00 per security with $980.00 proceeds to the issuer per security.

The securities pay a contingent coupon equal to $2.4625 per $1,000 (a 9.85% per annum equivalent) on each contingent coupon payment date only if the worst performing underlying on the related valuation date is at or above its coupon barrier (70% of initial value). At maturity investors receive $1,000 if the worst performing underlying is at or above its final barrier (65% of initial value); otherwise the maturity payoff is $1,000 × underlying return plus principal, which can result in significant principal loss.