CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc. priced callable contingent coupon equity-linked medium-term senior notes due April 18, 2028, guaranteed by Citigroup Inc. The securities have a stated principal amount of $1,000 per security, a pricing date of May 12, 2026 and an issue date of May 15, 2026. Investors may receive periodic contingent coupons (each at least 0.8167% per payment, equivalent to approximately 9.80% per annum if all are paid) only when the worst performing of the Dow Jones Industrial Average, Nasdaq-100 and Russell 2000 meets its coupon barrier (70% of initial value) on specified valuation dates.

The securities expose holders to downside linked solely to the worst performing underlying and may pay less than principal (possibly zero) at maturity if the final underlying value is below the final barrier (70% of initial). The issuer may redeem the securities on specified potential redemption dates; redemption returns principal plus any related contingent coupon. All payments are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk. The pricing supplement discloses an estimated value of at least $920.00 per security on the pricing date and an underwriting fee of $22.25 per security.

Citigroup Global Markets Holdings Inc. is offering callable, contingent-coupon, equity-linked medium-term senior notes due May 18, 2029, with a stated principal amount of $1,000 per security. The notes pay periodic contingent coupons (at least 1.5417% per payment, equivalent to approximately 18.50% per annum if all are paid) only when the worst performing underlying meets its coupon barrier on each valuation date. Valuation dates begin June 15, 2026 and conclude on the final valuation date of May 15, 2029; the issue date is May 20, 2026. If not called, repayment at maturity depends on the final performance of the worst performing underlying: holders receive $1,000 if that underlying is at or above its final barrier (60% of initial value) or a reduced cash payment equal to $1,000 × (1 + underlying return) if below the final barrier, potentially resulting in a substantial loss of principal. The issuer may call the notes on numerous potential redemption dates; CGMI estimates an initial estimated value of at least $921.50 per security, which is below the issue price. The notes are unsecured obligations of CGMI and are guaranteed by Citigroup Inc.; payment depends on the credit of both entities and on the market performance of the State Street® Consumer Discretionary Select Sector SPDR® ETF (ticker XLY) and the VanEck® Semiconductor ETF (ticker SMH), whose closing values on May 4, 2026 were $117.72 and $506.79, respectively.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering autocallable contingent coupon medium-term senior notes linked to Advanced Micro Devices, Inc. (AMD). Each security has a stated principal amount of $1,000, contingent coupons (at least 4.25% per payment, equivalent to 17.00% per annum if all are paid), potential automatic early redemption on scheduled valuation/autocall dates, and a maturity date of November 18, 2027. Payments at maturity depend on the final closing value of AMD relative to a 50.00% barrier of the initial underlying value; if the final underlying value is below that barrier, holders may receive significantly less than principal or nothing. The pricing date, issue date, valuation dates, underwriting fee ($23.25 per security) and an estimated value (at least $915.50 per security) are disclosed in the pricing supplement. The securities are subject to Citigroup credit risk, limited liquidity, uncertain U.S. federal tax treatment, and other detailed risk factors described in the accompanying product supplement, prospectus supplement and prospectus.

Citigroup Global Markets Holdings Inc. priced a callable, contingent-coupon, equity-linked medium-term note program guaranteed by Citigroup Inc. The notes have a $1,000 stated principal amount per security, pricing date May 15, 2026, issue date May 20, 2026 and maturity date May 18, 2029.

The notes pay a contingent coupon of 0.9625% per contingent coupon payment date (equivalent to 11.55% per annum if all coupons are paid). Coupons and principal depend solely on the worst performing of the Nasdaq-100®, Russell 2000® and S&P 500® indices, with coupon barrier at 70.00% of initial values and final barrier at 65.00%. The issuer may call the notes on specified potential redemption dates. The preliminary estimated value on the pricing date is at least $934.50 per security. Investors may receive no coupons and may lose some or all principal.

Citigroup Global Markets Holdings Inc. priced callable contingent coupon equity-linked medium-term notes due May 11, 2028, linked to the worst-performing of Alphabet, Amazon and NVIDIA. Each security has a $1,000 stated principal and may pay a 1.75% contingent coupon on each payment date (equivalent to 21.00% per annum) only if the worst-performing underlying on the preceding valuation date is at or above its coupon barrier (60% of initial value). If not redeemed, maturity payoff depends on the worst-performing underlying versus a 60.00% final barrier; a final breach can reduce principal proportionally, possibly to $0. Pricing date is May 8, 2026 and issue date is May 13, 2026. The securities are unsecured obligations of CGMH and are guaranteed by Citigroup Inc.; all payments are subject to the issuers’ credit risk.

Citigroup Global Markets Holdings Inc. priced a contingent‑coupon, callable medium‑term note offering linked to the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500. The securities have a $1,000 stated principal per security, a contingent coupon equivalent to 12.90% per annum (if all payments are made) and an expected issue price of $1,000.00, with an estimated value of at least $936.00 on the pricing date. The securities mature on May 11, 2029, pay contingent coupons only when the worst performing underlying on specified valuation dates is at or above a 75.00% barrier, and may be called by the issuer on numerous potential redemption dates during the term. The securities are unsecured obligations of the issuer, fully guaranteed by Citigroup Inc., and expose holders to both market risk tied to the worst performing underlying and credit risk of the issuer and guarantor.

Citigroup Global Markets Holdings Inc. is offering autoca llable contingent coupon equity-linked securities due May 6, 2031, guaranteed by Citigroup Inc. Each security has a stated principal amount of $1,000 and pays a contingent coupon of 0.625% per valuation period (7.50% per annum) only if the worst performing underlying on the preceding valuation date is at or above its coupon barrier (75% of its initial value). If not autocalled, the maturity payment depends on the worst performing underlying relative to its final barrier (70%); a decline below that final barrier reduces principal pro rata and may result in a total loss. The securities can be automatically redeemed on specified autocall dates if the worst performing underlying is at or above its initial value. The pricing date values and barriers shown are: Dow Jones Industrial Average initial 49,499.27 (coupon barrier 37,124.453, final barrier 34,649.489), Russell 2000 initial 2,812.822 (coupon barrier 2,109.617, final barrier 1,968.975), S&P 500 initial 7,230.12 (coupon barrier 5,422.590, final barrier 5,061.084). The issue price is $1,000.00 per security, the estimated value on the pricing date is $948.50, underwriting fee per security is $37.50, and proceeds to issuer per security are $962.50. All payments are subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk.

Citigroup Global Markets Holdings Inc. priced an offering of autocalled, contingent-coupon equity-linked securities tied to Micron Technology, Inc. (underlying ticker MU) with a stated principal of $1,000 per security and a maturity date of May 4, 2029. The securities pay a contingent coupon of 7.75% per contingent coupon payment date (equivalent to 31.00% per annum if all coupons are paid) provided the closing value of Micron on each valuation date meets or exceeds a coupon barrier set at 60.00% of the initial underlying value ($325.326). The securities may be automatically redeemed on specified valuation/autocall dates if the underlying equals or exceeds the initial underlying value, and holders face downside exposure at maturity if the final underlying value is below the final barrier. All payments are obligations of Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.

Citigroup Global Markets Holdings Inc. is offering callable contingent coupon equity-linked securities due May 4, 2029, guaranteed by Citigroup Inc. The securities pay a contingent coupon of 0.7667% per period (approximately 9.20% per annum) only if the worst performing underlying on a valuation date is at or above its coupon barrier (70% of its initial value). Each security has a stated principal amount of $1,000, an issue price of $1,000 and an estimated value on the pricing date of $961.00. Valuation dates occur monthly from June 1, 2026 through May 1, 2029; the final valuation date is May 1, 2029. If not called earlier, payment at maturity depends on the final performance of the worst performing underlying (Nasdaq-100, Russell 2000, S&P 500): you receive $1,000 if that worst performing underlying is at or above its final barrier (70% of initial); otherwise the maturity payment equals $1,000 × (1 + underlying return), which can result in a large loss or zero. The securities are unsecured obligations subject to Citigroup credit risk and may have limited liquidity.