CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc. is offering Trigger Autocallable Contingent Yield Notes linked to the least performing of the EURO STOXX 50® and the Nasdaq-100®. The offering totals $20,795,480.00 at an issue price of $10.00 per note with proceeds to the issuer of $20,379,570.40. Trade date is May 6, 2026, settlement May 11, 2026, final valuation date May 7, 2029 and maturity May 10, 2029.

The notes pay a quarterly contingent coupon of 9.20% per annum (approximately $0.23 per $10 note) only if the least performing underlying closes at or above its coupon barrier on a valuation date. The notes are automatically callable beginning on the valuation date of November 6, 2026 if the least performing underlying is at or above its initial level; if called you receive principal plus the final contingent coupon. If not called, principal repayment at maturity is contingent: if the final level of the least performing underlying is below its downside threshold (70% of its initial level), investors suffer a loss proportional to that decline—up to a 100% loss. All payments are subject to the creditworthiness of the issuer and guarantor.

Citigroup Global Markets Holdings Inc. offers unsecured, autocallable medium-term notes linked to the worst performing of the Nasdaq-100, Russell 2000 and the SPDR S&P Regional Banking ETF. The securities have a $1,000 stated principal per security, a pricing date of May 15, 2026, an issue date of May 20, 2026 and a scheduled maturity of May 18, 2028.

Holders face four quarterly valuation dates; the notes auto-redeem if the worst performing underlying on a valuation date is at or above its initial value, paying the stated principal plus a fixed premium (at least 8.75%, 17.50%, 26.25%, or 35.00% depending on the valuation date). If not redeemed, maturity payment depends on the worst performing underlying relative to a final barrier equal to 65.00% of its initial value, with possible full loss if the underlying falls below that barrier.

Citigroup Global Markets Holdings Inc. is offering autocallable contingent coupon medium-term senior notes due November 18, 2027, guaranteed by Citigroup Inc., linked to the worst performing of the Nasdaq-100 Index, the Russell 2000 and the VanEck Semiconductor ETF. The issue price is $1,000 per security with an underwriting fee of $22.25 per security; estimated value on the pricing date is at least $917.50. The securities pay a contingent coupon of at least 0.9292% per valuation period (approximately 11.15% per annum if all are paid) when the worst performing underlying on a valuation date is at or above its coupon barrier (70% of initial). If not auto‑redeemed, principal at maturity depends on the worst performing underlying relative to its final barrier (50% of initial), and could result in significant loss, including total loss.

Citigroup Global Markets Holdings Inc. priced a preliminary offering of Buffered S&P 500® Index-Linked Notes due in a term expected to be 15 to 17 months from the trade date. The notes are unsecured senior debt of CGMI, fully and unconditionally guaranteed by Citigroup Inc., pay no interest and are not listed.

Key economic terms set on the trade date include an upside participation rate of 140.00%, a buffer amount of 10.00% (buffer level 90.00%), a cap level expected between 110.39% and 112.22%, and a maximum settlement amount expected between $1,145.46 and $1,171.08 per $1,000 stated principal. If the final index decline exceeds the 10.00% buffer, holders lose approximately 1.1111% of principal for each 1% decline beyond the buffer. The initial underlier level and exact dates will be set on the trade date.

Citigroup Global Markets Holdings Inc. is offering Trigger Autocallable Contingent Yield Notes linked to the least performing of the EURO STOXX 50® and the Nasdaq-100®. The notes pay a contingent coupon of 11.20% per annum on each quarterly coupon date only if the least performing underlying is at or above its coupon barrier. The notes are autocallable beginning on or after November 6, 2026 if the least performing underlying is at or above its initial level, in which case holders receive the $10.00 stated principal plus the contingent coupon for that valuation date. If not called, at maturity on May 10, 2029 repayment depends on the final level of the least performing underlying relative to a downside threshold equal to 70% of its initial level; a final level below that threshold can result in a loss up to 100% of principal. Trade date is May 6, 2026 and settlement date is May 11, 2026. Issue price is $10.00 per note, estimated value on the cover page was $9.907 per note, and the offering shows total stated principal of $17,242,400.00. All payments on the notes are fully and unconditionally guaranteed by Citigroup Inc. The notes are unsecured, not FDIC insured, and subject to issuer and guarantor credit risk.

Citigroup Global Markets Holdings Inc. priced callable contingent coupon Medium-Term Senior Notes linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500, with a $1,000 stated principal per security and maturity on August 17, 2027. The securities pay contingent coupons on scheduled valuation dates only if the worst performing underlying is at or above a 70% barrier; the per-period contingent coupon is at least 0.7542% (approximately 9.05% annualized) if paid. The issuer may call the notes on specified potential redemption dates. The notes are unsecured obligations of the issuer, guaranteed by Citigroup Inc., carry significant downside exposure to the single worst performing index (including possible loss of principal), have limited liquidity, and their estimated value on the pricing date is at least $922.00 per security versus an issue price of $1,000.00.

Citigroup Global Markets Holdings Inc. is offering medium-term, unsecured, autocalled structured notes linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal amount, may auto‑redeem on scheduled valuation dates for a stated premium, and matures on May 29, 2036 if not redeemed earlier. Payments depend solely on closing values of the Index on valuation dates; if the final Index value falls below a barrier (60% of the initial value), investors suffer 1:1 downside exposure. The Index targets 35% volatility, may apply leverage up to 500%, and is reduced by a 6% per annum decrement, both of which materially affect potential returns. The securities do not pay interest, do not provide dividends, and are subject to Citigroup credit risk.

Citigroup Global Markets Holdings Inc. is offering callable contingent coupon equity-linked medium-term senior notes due May 17, 2029, linked to the worst performing of the Nasdaq-100®, Russell 2000® and S&P 500® indices. The securities have a stated principal amount of $1,000 per security, a pricing date of May 14, 2026 and an issue date of May 19, 2026. Each contingent coupon payment, if paid, will be at least 2.75% per payment (equivalent to at least 11.00% per annum). Coupons are paid only when the worst performing underlying on a valuation date is at or above its coupon barrier (70% of the initial underlying value). If the final underlying value of the worst performing underlying on the final valuation date (May 14, 2029) is below its final barrier (65% of initial), principal at maturity will be reduced pro rata by the underlying return, possibly to zero. The securities are unsecured obligations of the issuer and are fully guaranteed by Citigroup Inc.; all payments are subject to issuer and guarantor credit risk.

Citigroup Global Markets Holdings Inc. is offering unsecured, autocallable Medium-Term Senior Notes, Series N, due May 13, 2031, guaranteed by Citigroup Inc. The securities link to the worst performing of the S&P MidCap 400® and S&P SmallCap 600® indices and pay no interest.

The notes can automatically redeem early if the worst performing underlying on the prior valuation date is at or above its initial value; the May 11, 2027 early‑redemption premium is at least 14.30%. If not redeemed, maturity payoffs depend solely on the worst performing underlying, with a 60.00% final barrier and a 150.00% upside participation rate; downside exposure can result in a loss of principal down to zero.