CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities due July 18, 2031, linked to the worst performing of the Nasdaq‑100 Index, the S&P 500 Index and the VanEck Semiconductor ETF, with a $1,000 stated principal amount per security.

The notes pay a contingent coupon of 1.6333% of principal per valuation period (about 19.60% per annum) only if the worst performing underlying on the prior valuation date is at or above 70% of its initial value; otherwise no coupon is paid. Starting October 15, 2026, the notes are automatically redeemed if, on a potential autocall date, the worst performer is at or above its initial value, returning $1,000 plus the applicable coupon.

If not called, maturity repayment depends on the worst performer on the final valuation date. Full principal is repaid only if its final value is at least 70% of its initial value; below that “buffer percentage” of 30%, principal is reduced 1% for each additional 1% decline, potentially resulting in a substantial loss. Investors face the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., limited or no secondary market liquidity, complex U.S. tax treatment and heightened market risk from exposure to three correlated equity underlyings.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable unsecured notes linked to the worst performing of the Nasdaq‑100 Index®, the S&P 500® Index and the State Street® Utilities Select Sector SPDR® ETF, maturing July 19, 2029, at $1,000 per security.

The notes pay no interest and may be automatically redeemed on scheduled valuation dates if the worst performing underlying is at or above its initial value, returning $1,000 plus a fixed premium of up to 36.60% at final maturity. If held to maturity and not called, investors receive $1,000 plus the final premium if the worst performer is at or above its 80% trigger, par back if it is between the 80% trigger and the 60% final barrier, and a 1‑for‑1 loss with index declines below the barrier, potentially losing all principal. The initial estimated value is $970.80 per security, below the issue price, and liquidity is expected to be limited to an indicative secondary market made at CGMI’s discretion.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk “Trigger Jump Securities” linked to Alphabet Inc. Class A common stock. Each security has a $1,000 stated principal amount and matures in approximately 2 years, with no periodic interest.

At maturity, if Alphabet’s final share price is at or above the initial share price, holders receive $1,000 plus a fixed return of at least $458.00 (≥45.80%). If the final price is below the initial but at or above the trigger price (80% of the initial price), investors receive only the $1,000 principal. If the final price is below the trigger, repayment falls 1-for-1 with the share decline and can be as low as $0, so investors may lose their entire investment.

The issue price is $1,000 per security; CGMI expects the estimated value on the pricing date to be at least $917.50, reflecting structuring and distribution costs. CGMI receives an underwriting fee of $25 per $1,000, including a $20 selling concession and a $5 structuring fee to Morgan Stanley Wealth Management. The notes are treated as prepaid forward contracts for U.S. tax purposes, with complex and potentially changing tax and withholding rules, including Section 871(m) considerations for non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Single Observation Equity Linked Securities linked to Constellation Energy Corporation with a stated principal amount of $1,000 per security, maturing on October 22, 2026.

The securities pay monthly coupons at an annualized rate of at least 17.60% (about 1.4667% per month), but repayment of principal is conditional. If on the October 19, 2026 valuation date Constellation’s share price is at or above the final barrier value of $188.828 (75% of the initial value of $251.77), investors receive $1,000 plus the final coupon. If it is below the barrier, investors receive a fixed number of shares (equity ratio 3.97188) or, at the issuer’s option, equivalent cash, which may be worth substantially less than $1,000 and could be zero, aside from the final coupon.

The issue price is $1,000 with an underwriting fee of up to $5.00 per security and minimum issuer proceeds of $995.00. Citigroup estimates the initial value at at least $937.50 per security, below the issue price, reflecting structuring, hedging costs and internal funding rates. The notes are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may have limited or no secondary market, and involve complex risks and uncertain U.S. tax treatment, including potential issues under Section 871(m) for non-U.S. holders.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., offers bearish autocallable notes linked to the S&P 500® Index with a stated principal of $1,000 per note, pricing on July 21, 2026 and maturing on January 26, 2028 unless redeemed earlier.

The notes automatically redeem during specified autocall periods if the index closing value is less than or equal to 80.00% of the initial level, paying $1,000 plus a time-based premium that can reach $180 (total $1,180) on the last potential autocall date. If not redeemed and the final index level is below the initial, payment at maturity equals $1,000 plus $1,000 × the absolute value of the index return; if the index ends at or above its initial level, only the $1,000 principal is returned.

The notes pay no dividends, are not listed on any exchange, and their return is likely capped near 20.00% at maturity because of the autocall feature. They are unsecured debt subject to issuer and guarantor credit risk and are expected to be treated as contingent payment debt instruments for U.S. federal income tax purposes, requiring accrual of interest income based on a comparable yield.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Securities due July 22, 2036, linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal amount, no interest and no principal guarantee.

The notes may be automatically redeemed on any of 39 valuation dates from July 14, 2027 through July 17, 2036 if the index closing value is at or above the initial value of 555.3365, paying $1,000 plus a fixed premium that steps up to 237.50% of principal on the final valuation date. If not called, at maturity holders receive (i) $1,000 plus the final premium if the index is at or above the initial value, (ii) $1,000 if the index is below the initial value but at or above the 50% barrier of 277.668, or (iii) $1,000 plus 1-to-1 downside exposure to the index return if the final value is below the barrier, with losses up to 100% of principal.

The underlying index is described as highly risky, using volatility targeting with leverage up to 500% and a 6% per annum decrement, and is expected to underperform the S&P 500 Index. The issue price is $1,000 per note, including a $50 underwriting fee; the estimated value on the pricing date is $908.80, reflecting sales, structuring and hedging costs. Payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the issuer warns of limited or no secondary market and complex, uncertain U.S. tax treatment.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable contingent coupon equity-linked securities tied to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, maturing July 22, 2036. The notes pay a contingent coupon of 1.2042% of face value per month (about 14.45% per year) only if, on the relevant valuation date, the index closes at or above the coupon barrier of 1,089.307, which is 60% of the initial level of 1,815.511.

If on any trading day from July 19, 2027 to just before the final valuation date the index closes at or above its initial level, the notes are automatically redeemed for $1,000 per security (plus any due coupon if that day is also a valuation date), limiting upside by ending future coupon periods. If held to maturity and not earlier called, investors receive $1,000 per note if the final index level is at or above the final barrier of 907.756 (50% of the initial level); if it is below that barrier, repayment is reduced linearly with the index return and can fall to zero, with no final coupon.

The underlying index is a Citigroup-affiliated, volatility-targeted, leveraged futures-based strategy with a 35% volatility target and a 6% per annum decrement, features that can cause it to underperform the Nasdaq-100 Index®. The estimated value at pricing is $881.80 per note versus the $1,000 issue price, reflecting structuring and hedging costs. The notes involve complex index methodology, issuer and guarantor credit risk, potential early redemption at fair value upon certain Cboe volatility index methodology changes, and significant U.S. tax and withholding uncertainty, including possible 30% withholding on coupons for some non-U.S. investors.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity Linked Securities maturing July 24, 2031. These unsecured senior notes have a $1,000 stated principal and are linked to the worst performing of the Nasdaq‑100 Index®, the Russell 2000® Index and the S&P 500® Index.

Investors may receive contingent coupons of 0.6667% per period (about 8.00% per annum), but only if on each valuation date the worst performing index is at or above 70.00% of its initial value. Beginning July 20, 2027, on specified potential autocall dates the notes are automatically redeemed at $1,000 plus coupon if the worst performer is at or above its initial level, which can cut off future coupons.

If the notes are not called and on the final valuation date the worst performer is at or above 70.00% of its initial value, investors receive full principal back (plus any final coupon). If it is below 70.00%, repayment is $1,000 plus the index return of the worst performer, exposing holders to a loss of up to 100% of principal with no minimum repayment. The estimated value on the pricing date is expected to be at least $901.00 per note, below the $1,000 issue price, reflecting dealer costs, hedging and internal funding. The notes carry the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. and may have limited or no secondary market liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior Callable Contingent Coupon Equity Linked Securities due July 26, 2029, linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the State Street® SPDR® S&P® Regional Banking ETF.

Each $1,000 security may pay a 0.825% contingent coupon per period (equivalent to 9.90% per annum) only if, on the relevant valuation date, the worst performing underlying is at or above its coupon barrier, set at 60.00% of its initial value. If the securities are not called and, on the final valuation date, the worst performing underlying is below its 60.00% final barrier, principal is reduced 1:1 with that underlying’s loss, potentially to zero.

The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon. The issue price is $1,000, including up to a $28.00 underwriting fee, with at least $972.00 per security to the issuer and an estimated value of at least $903.00, reflecting selling, structuring and hedging costs. The securities are unsecured, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and may have limited or no secondary market liquidity.