CITIGROUP INC SEC Filings

The offering is a preliminary pricing supplement for Autocallable Contingent Coupon Equity Linked Securities issued by Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. The notes have a $1,000 stated principal, price $1,000, issue date May 12, 2026, and maturity November 12, 2027. Coupon payments are contingent and paid only if the worst performing of the Dow Jones Industrial, Nasdaq-100 and Russell 2000 is at or above a 70% barrier on valuation dates. The contingent coupon is at least 0.9583% per period (approximately 11.50% per annum if all are paid). If not autocalled, repayment at maturity depends on the worst performing underlying: full principal if at or above the final 70% barrier, otherwise a reduced cash payment that can be significantly less than principal, possibly zero. The estimated value on the pricing date is at least $935.00 per security; underwriting fee up to $6.50 per security. The securities are unsecured obligations subject to Citigroup credit risk and limited liquidity.

Citigroup Global Markets Holdings Inc. is offering callable barrier securities linked to the iShares 20+ Year Treasury Bond ETF ("TLT"), issued at $1,000 per security with an issue date of May 6, 2026.

The securities mature on November 5, 2027 unless redeemed earlier and may be called on the potential redemption date of May 6, 2027 for a cash payment equal to the $1,000 stated principal plus a 10.00% premium. If not redeemed, payments at maturity depend on the final underlying value versus the initial underlying value ($86.1448) and the final barrier value ($77.530, 90% of the initial value). The securities provide an upside participation rate of 340% on positive underlying returns, but expose holders to full downside 1-to-1 if the final underlying value is below the final barrier.

Citigroup Global Markets Holdings Inc. is offering market-linked, medium-term senior notes (autocallable) with a $1,000 stated principal amount per security and an automatic early‑redemption feature tied to the worst performing of the EURO STOXX 50® and Russell 2000® indices. Valuation dates begin August 11, 2026 and extend to the final valuation date on May 12, 2031, with maturity on May 15, 2031.

If a valuation date prior to maturity meets or exceeds the then‑applicable premium threshold for the worst performing underlying, securities will be redeemed for $1,000 plus the premium for that date. If not redeemed early, maturity payoffs depend on the worst performing underlying: $1,000 plus final premium if at/above final premium threshold, $1,000 if between trigger and final premium threshold, or $1,000 plus the underlying return (which can result in a significant loss) if below the trigger value.

Citigroup Global Markets Holdings Inc. is offering unsecured, equity‑linked Medium‑Term Senior Notes (guaranteed by Citigroup Inc.) with a stated principal amount of $1,000 per security that mature on May 16, 2029. The notes pay periodic contingent coupons (at least 0.8208% per period, approximately 9.85% per annum if all are paid) and are linked to the worst performing of the EURO STOXX 50®, Nasdaq‑100® and Russell 2000® indices.

Coupons are paid only when the worst performing underlying on a valuation date is at or above its coupon barrier (70% of its initial value). If the worst performing underlying is below its final barrier (70%), principal at maturity can be substantially reduced, possibly to zero. The notes may be automatically redeemed early on specified autocall dates if the worst performing underlying meets or exceeds its initial value. The estimated value on the pricing date is stated as at least $912.50 per security; underwriting fee is $29.50 per security.

Citigroup Global Markets Holdings Inc. priced callable contingent coupon equity-linked medium-term notes linked to the worst performing of the Dow Jones Industrial, the Nasdaq-100 and the Russell 2000, maturing May 17, 2029. The securities pay contingent coupons (at least 0.9167% per period, approximately 11.00% per annum if all paid) on scheduled valuation dates if the worst performing underlying is at or above its coupon barrier (70.00% of the initial value). If not redeemed, principal 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 (60.00%); otherwise, payment equals $1,000 plus $1,000 times the underlying return, potentially resulting in significant loss, including loss of most or all principal. CGMI currently expects an estimated value of at least $934.00 per security on the pricing date; the estimated value is derived from proprietary models and is lower than the issue price.

Citigroup Global Markets Holdings Inc. is offering autocalled, contingent‑coupon medium‑term senior notes guaranteed by Citigroup Inc., linked to the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500. The notes have a stated principal amount of $1,000 per security, a contingent coupon structure (minimum per‑payment coupon of 2.6875%, equivalent to 10.75% per annum if all coupons pay), a pricing date of May 5, 2026, issue date May 8, 2026 and maturity of May 10, 2029. The securities may be automatically redeemed early on specified autocall dates and, if not called, pay at maturity an amount that depends solely on the final performance of the worst performing underlying (possible loss of principal, including total loss).

The pricing supplement discloses an estimated value of at least $922.50 per security on the pricing date, an issue price of $1,000, an underwriting fee of $20.00 per security (proceeds to issuer shown as $980.00 per security), and significant credit, market‑linkage and tax uncertainties described in the risk factors.

Citigroup Global Markets Holdings Inc. priced a offering of autocallable, contingent‑coupon equity‑linked medium‑term notes due May 4, 2029, linked to Micron Technology, Inc.. Each note has a $1,000 stated principal and may pay contingent coupons of at least 7.625% (equivalent to 30.50% per annum when paid) on scheduled valuation dates if the underlying meets a coupon barrier set at 60.00% of the initial underlying value. Notes may be automatically redeemed early if the underlying equals or exceeds the initial underlying value on an autocall date; if not redeemed, payment at maturity depends on the final underlying value relative to a 60.00% final barrier, and investors may lose up to their entire principal. The notes are unsecured obligations of CGMHI and are fully guaranteed by Citigroup Inc.; all payments are subject to Citigroup credit risk.

Citigroup Global Markets Holdings Inc. is offering Autocallable Phoenix Securities linked to the Invesco QQQ Trust, Series 1 ("QQQ") with an aggregate stated principal amount of $22,000,000. Each security has a $1,000 stated principal amount, an initial share price of $664.23 (strike date April 27, 2026) and a final maturity of May 3, 2027. The securities pay a contingent coupon of 1.2334% on each contingent coupon payment date only if the relevant share price is at or above the coupon barrier price ($597.807, 90.00% of the initial share price). The securities may be automatically redeemed early if the underlying closing price on any interim valuation date is greater than or equal to the initial share price; automatic redemption returns $1,000 plus the related contingent coupon. If not autocalled, payment at maturity depends on the final share price relative to the final barrier price and may result in less than principal repaid (buffer mechanics apply). The estimated value at pricing was $996.20 per security and the issue price is $1,000 per security.

Citigroup Global Markets Holdings Inc. is offering $12,000,000 aggregate stated principal of 12,000 contingent income auto-callable securities (each $1,000 stated principal) due May 3, 2027, linked to the Invesco QQQ Trust, Series 1 (QQQ). The securities pay a monthly contingent coupon of 1.2333% of stated principal (approximately 14.80% per annum) only when the underlying closing price on a valuation date is at or above a downside threshold equal to 90.00% of the initial share price. The initial share price is $664.23, the downside threshold is $597.807, and automatic early redemption may occur monthly if the underlying closes at or above the initial share price, paying $1,000 plus the contingent coupon. If not redeemed and the final share price is below the downside threshold, the maturity payment applies a leveraged buffer formula that can result in significant principal loss, possibly to zero. The securities are issuer obligations of CGMH, fully guaranteed by Citigroup Inc., carry underwriting and structuring fees, and include tax and market-disruption risks described in the accompanying supplements.