CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing callable fixed rate notes due July 30, 2031 with a stated principal of $1,000 per note. The notes pay fixed interest of 5.15% per annum, calculated on a 30/360 basis, with semi-annual payments on January 30 and July 30, starting January 30, 2027.

Beginning July 30, 2027, the issuer may redeem the notes in whole at 100% of principal plus accrued interest on quarterly redemption dates. The notes will not be listed on any securities exchange. The issue price is generally $1,000 per note, with certain institutional or fee-based investors paying between $995 and $1,000 per note. A temporary valuation adjustment in the first four months reflects hedging profit retained by an affiliate underwriter.

For U.S. federal income tax purposes, the notes are treated as fixed rate debt issued without original issue discount. Net proceeds will be used for general corporate purposes and to hedge obligations under the notes. Sales are restricted to certain qualified investors in Canada and are prohibited to retail investors in the EEA and United Kingdom.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Buffered Equity Linked Securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, at $1,000 stated principal per security. The notes are scheduled to price on August 14, 2026, issue on August 19, 2026 and, unless called earlier, mature on August 19, 2031.

Investors receive monthly coupons of at least 0.6042% of principal (about 7.25% per year) while the notes remain outstanding. On each of dozens of specified potential autocall dates from 2027 to 2031, if the index closing value is at or above its initial level, the notes are automatically redeemed for $1,000 plus the coupon, ending further payments.

If not called, at maturity investors receive the final coupon plus principal if the index has not fallen below 85% of its initial value. Below this downside threshold, principal is reduced dollar‑for‑dollar beyond a 15% buffer, so large index declines can cause substantial loss of capital. The issue price is $1,000, including up to a $45 underwriting fee (proceeds to issuer $955 per note). Citigroup expects an estimated value of at least $850 per security on the pricing date, reflecting internal models, funding costs and hedging. The complex underlying index uses leveraged, volatility‑targeted S&P 500 futures exposure, notional costs and a 6% per annum decrement, and may significantly underperform the S&P 500 Index.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering autocallable barrier securities linked to the worst performer of the Dow Jones Industrial Average, Russell 2000® Index and Nasdaq‑100 Index®. Each security has a stated principal amount of $1,000, a pricing date of August 12, 2026, and a maturity date of August 15, 2030, subject to automatic early redemption. If on any interim valuation date in 2027, 2028 or 2029 all three indices are at or above 102% of their initial values, the notes are redeemed for $1,000 plus a premium of at least 19.15%, 38.30% or 57.45%, respectively.

If not redeemed early, the maturity payment depends solely on the worst‑performing index. Investors receive $1,000 plus upside if that index finishes at or above its initial level, $1,000 if it is between 70% and 100% of its initial level, and a proportionally reduced amount (down to zero) if it closes below 70%. Citigroup estimates the initial value of each security on the pricing date will be at least $933.50, below the $1,000 issue price, reflecting structuring and hedging costs. The securities pay no dividends and involve complex market and tax risks, including potential treatment as a prepaid forward contract and possible future changes under Section 871(m) for non‑U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable barrier securities linked to the Class A common stock of Space Exploration Technologies Corp. Each security has a $1,000 stated principal amount, with a pricing date of July 31, 2026 and maturity on August 3, 2028, unless automatically redeemed earlier.

If on August 6, 2027 the underlying share price is at or above the initial value, the notes are automatically redeemed for $1,520 per $1,000 security (principal plus a 52% premium) and cease to participate in further upside. If held to maturity, investors receive: $1,000 plus leveraged upside (via a 200% upside participation rate) if the final value exceeds the initial value; $1,000 if the final value is at or below the initial but at or above the 70% trigger value; or $1,000 plus full downside exposure if the final value is below the trigger, potentially losing the entire investment.

The issue price is $1,000, including an underwriting fee of up to $22.50 per security, and Citigroup currently expects the estimated value on the pricing date to be at least $883 per security. The securities pay no dividends, may have limited liquidity, and involve complex market and tax risks.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities linked to the worst performing of the Dow Jones Industrial Average, the Nasdaq-100 Index® and the Russell 2000® Index, due February 10, 2028. Each security has a $1,000 stated principal. Investors may receive contingent coupons of at least 0.75% per period (at least 9.00% per annum) on scheduled dates, but only if the worst performing index on the prior valuation date is at or above its coupon barrier, set at 70.00% of its initial value. The notes may be automatically redeemed on specified dates starting November 9, 2026 if the worst index is at or above its initial value, paying $1,000 plus the relevant coupon. If not redeemed and the worst index finishes below its 70% final barrier, repayment of principal is reduced in proportion to the index decline, potentially to zero. The issue price is $1,000 per security, including a $22.25 underwriting fee, with estimated value on the pricing date expected to be at least $919.00. The notes carry credit risk of both the issuer and guarantor, offer no dividends, may have limited or no secondary market, and involve complex U.S. tax and withholding considerations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity linked securities linked to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER, part of its Medium-Term Senior Notes, Series N. Each security has a $1,000 stated principal amount, with a pricing date of August 14, 2026, issue date of August 19, 2026 and final maturity on August 19, 2031, unless automatically redeemed earlier.

The notes pay a contingent coupon of at least 0.9167% per month (≈11.00% per annum, set on the pricing date) only if the index closes on the related valuation date at or above the coupon barrier of 75% of the initial index value. Missed coupons can be “caught up” on later dates if the barrier is met. Automatic early redemption can occur on specified dates if the index is at or above 90% of its initial value, returning $1,000 plus due coupons. At maturity, if not called, principal is protected only down to a 15% buffer (final buffer at 85% of initial); below that, losses are one-for-one beyond the buffer. The issue price is $1,000, including up to $45 underwriting fee (proceeds to issuer $955 per note) and an estimated value expected to be at least $850, and the issuer highlights significant product, index, market and tax risks.

Citigroup Global Markets Holdings Inc. is offering Medium-Term Senior Callable Fixed Rate Notes, Series N, fully and unconditionally guaranteed by Citigroup Inc. Each note has a stated principal amount of $1,000, pays a fixed interest rate of 5.17% per annum, and matures on July 31, 2031, when holders receive $1,000 per note plus accrued and unpaid interest.

Interest is paid semi-annually on the last day of each January and July, using a 30/360 day count convention. Beginning July 31, 2028, the issuer may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates. The notes will not be listed on any securities exchange. Net proceeds are for general corporate purposes and related hedging, and the notes are treated as fixed rate debt without original issue discount for U.S. federal income tax purposes.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Phoenix Securities linked to Invesco QQQ Trust, Series 1. The securities have an aggregate stated principal of $10,000,000, with $1,000 per security, pricing on July 27, 2026 and maturing July 30, 2027 unless automatically redeemed.

Investors may receive a 1.2834% contingent coupon per month if QQQ’s closing price on the relevant valuation date is at or above the coupon barrier price of $581.596 (85% of the $684.23 initial share price). Missed coupons can be partially recouped on later dates if the barrier is met.

If on any interim valuation date QQQ is at or above the initial share price, the notes are automatically redeemed at $1,000 plus the applicable coupon. If held to maturity and QQQ is below the final barrier price, principal is reduced using a buffer formula with a 15% buffer, and investors can lose most or all of their principal. The estimated value is $997.40 per security versus a $1,000 issue price, and the product carries risks beyond conventional debt, including issuer and ETF-related risks and complex U.S. tax treatment.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering callable fixed rate notes due August 18, 2031 with a stated principal amount of $1,000 per note. The notes pay a fixed interest rate of 5.25% per annum, with interest payable semi-annually on February 18 and August 18, beginning February 18, 2027, using a 30/360 unadjusted day count convention.

Starting May 18, 2027, the issuer may redeem the notes, in whole and not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes will not be listed on any securities exchange. The issue price is generally $1,000 per note, with eligible institutional and fee-based advisory investors paying between $990 and $1,000 per note. CGMI receives an underwriting fee of up to $10 per note, and the net proceeds are for general corporate purposes and related hedging.