CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering unsecured autocallable securities linked to the Russell 2000® Index, due July 21, 2031. Each security has a $1,000 stated principal amount, pays no interest, and all payments are subject to Citigroup’s credit risk.

The notes may redeem early on scheduled valuation dates if the index closes at or above an autocall barrier of 90.00% of its initial value, paying $1,000 plus a fixed premium that starts at 9.50% and rises to at least 47.50% of principal by the final valuation date. If held to maturity without prior redemption, investors receive $1,000 plus the final premium if the index is at or above the autocall barrier; $1,000 if it is below the barrier but at or above a final buffer value of 85.00% of the initial level; or a reduced amount if it finishes below the buffer, with losses increasing at a buffer rate of 1.1765, potentially up to a total loss of principal. The issuer currently expects the estimated value on the pricing date to be at least $946.00 per $1,000, reflecting structuring and hedging costs, and warns of limited or no secondary market, small-cap equity volatility, and uncertain, complex U.S. tax treatment, including potential Section 871(m) implications for non-U.S. holders.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity Linked Securities linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ Index ER, with a stated principal amount of $1,000 per security and maturity on August 5, 2036.

The notes pay a monthly contingent coupon of at least 1.2083% (about 14.50% per year) only when the index closes at or above a coupon barrier equal to 60% of its initial level. From August 2, 2027, if on any trading day the index is at or above its initial level, the notes are automatically redeemed at $1,000 per security (plus a coupon only if that day is also a valuation date), ending any further income.

If not called, principal repayment at maturity depends on the final index value. Investors receive full principal back if the index is at least 50% of its initial level; otherwise, repayment is reduced one-for-one with the index decline, with the potential for a total loss of principal and no final coupon. The complex underlying uses up to 500% leverage, a 35% volatility target and a 6% annual decrement, and has historically underperformed the Nasdaq-100 Index®. Each note is sold at $1,000, including a $50 underwriting fee, with expected estimated value of at least $850, and is subject to significant market, credit, structural and tax risks, including potential 30% withholding for certain non-U.S. holders and issuer-optional early redemption at fair value if the Cboe implied volatility indices are materially modified.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable contingent coupon equity-linked securities due July 24, 2031, tied to the worst performer of the iShares MSCI Emerging Markets ETF and the S&P 500 Index. Each note has a $1,000 principal amount and may pay periodic contingent coupons of at least 1.1667% of principal per period (about 14.00% per annum) if, on the prior valuation date, the worst-performing underlying is at or above 70% of its initial level.

If not called and the worst-performing underlying is at or above 60% of its initial level at maturity, investors receive $1,000 plus any final coupon; below that barrier, principal is reduced one-for-one with the underlying’s loss, potentially to zero, and no coupon is paid. The issuer can redeem the notes on specified dates starting in 2027 at $1,000 plus any due coupon, which can shorten the investment. The securities are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not FDIC-insured, may have limited secondary market liquidity, and have an estimated value on the pricing date expected to be at least $931.50 per note versus a $1,000 issue price, reflecting fees, hedging costs and the issuer’s internal funding rate. U.S. tax treatment is uncertain; they are intended to be treated as prepaid forward contracts with coupons taxed as ordinary income.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior notes titled Autocallable Contingent Coupon Equity Linked Securities linked to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, maturing July 20, 2029.

The notes have a stated principal of $1,000 and pay a contingent coupon of at least 0.9083% per period (about 10.90% per year) only when the worst-performing index on the prior valuation date is at or above 70.00% of its initial value. On specified potential autocall dates, if that worst index is at or above its initial value, the notes are automatically redeemed for $1,000 plus the coupon, which can cap the overall income stream.

If the notes are not called and the worst index finishes below 70.00% of its initial value on the final valuation date, principal is reduced point-for-point with that decline, down to zero, and no final coupon is paid. The issue price is $1,000 per note, including a $4.00 underwriting fee, leaving $996 in proceeds to the issuer. The initial estimated value is at least $942.50 per note, highlighting embedded structuring and distribution costs, limited expected liquidity and exposure to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked senior notes due October 29, 2029. Each $1,000 security pays a contingent coupon of at least 1.0417% per period (at least 12.50% per annum) only when the worst of the Nasdaq-100, Russell 2000 and S&P 500 indexes is at or above 70% of its initial level on the relevant valuation date.

If the notes are not called and on the final valuation date the worst-performing index is at or above 70% of its initial level, investors receive $1,000 per note plus any final coupon. Otherwise, repayment equals $1,000 plus $1,000 times the worst index return, with no minimum, so the maturity payment can be far below principal or zero, and the final coupon would also be skipped.

The issuer may redeem the notes early on specified dates at $1,000 plus any due coupon, limiting future income. The notes are unsecured obligations subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., may be illiquid, and have an estimated value on the pricing date expected to be at least $941 per $1,000 issue price, reflecting selling costs and hedging profits.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term senior notes linked to the worst performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index, each with a stated principal amount of $1,000 and scheduled maturity on July 21, 2031.

The notes pay a contingent coupon of at least 0.9875% of principal per month (at least 11.85% per year) only when the worst performing index on the relevant valuation date is at or above 70% of its initial level, and may be redeemed early at the issuer’s option at par plus any due coupon. At maturity, if not called, principal is fully returned only if the worst index is at or above 60% of its initial level; otherwise repayment falls one-for-one with that index’s loss, down to zero.

Investors bear Citigroup credit risk, receive no dividends or upside participation in the indices, face the possibility of no coupons and substantial principal loss, limited or no liquidity, and an initial estimated value (at least $938 per note) that is below the $1,000 issue price due to fees, hedging costs and the issuer’s internal funding rate.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering $10,000,000 of Step Down Trigger Autocallable Notes linked to the least performing of the Nasdaq‑100 Index and the Russell 2000 Index, at an issue price of $10.00 per note.

The notes have a term of approximately 3 years and may be automatically called quarterly starting about one year after issuance if the least performing index is at or above its initial level, or at or above 75% of its initial level on the final valuation date. The call return rate is 11.40% per annum, reaching a maximum call price of $13.420 at maturity if conditions are met. If the notes are not called, repayment at maturity equals $10.00 plus $10.00 times the negative or positive return of the least performing index, with full downside exposure below the 75% downside threshold, so investors can lose some or all principal. Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issuer receives $9.75 per note (total $9,750,000.00), and the initial estimated value is $9.723 per note.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering equity-linked notes tied to Class A common stock of Block, Inc., maturing on July 19, 2029. Each note has a stated principal of $1,000 and pays a fixed 1.00% per annum coupon quarterly.

At maturity, holders receive the final coupon plus the greater of $1,000 and an alternative settlement amount equal to $1,000 multiplied by the final Block share price divided by a threshold price set at 143.20% of the initial share price. Investors do not receive Block dividends, the initial share price is set by the calculation agent, and the notes are not exchange-listed, so secondary prices may be below the issue price.

The notes combine Citigroup credit risk with equity exposure to Block, adjusted for corporate actions via a share adjustment factor. U.S. investors are expected to treat them as contingent payment debt instruments for tax purposes, while non-U.S. holders face potential Section 871(m) withholding. Block’s closing share price on July 14, 2026 was $79.99, shown as historical context only.

Citigroup Inc. is offering Medium-Term Senior Notes, Series G, callable fixed-rate notes due July 31, 2056. Each note has a stated principal of $1,000 and pays fixed interest of 6.125% per year, with semiannual payments on the last day of January and July using a 30/360 day-count convention.

Beginning July 31, 2029, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates, so holders face the risk that high-coupon debt may be called if market rates fall. The notes are unsecured senior debt intended to qualify as eligible debt securities under the Federal Reserve’s total loss-absorbing capacity rule, so in a Citigroup Inc. bankruptcy losses would be borne first by shareholders and then by unsecured creditors, including these noteholders.

The notes are not listed on any securities exchange. Citigroup Global Markets Inc., an affiliate underwriter, receives up to $25 per note and may engage in hedging and secondary trading, potentially profiting even if the notes’ value declines, and initially may quote prices with a temporary six-month upward adjustment. A wholly owned Citigroup subsidiary may assume issuer obligations, with Citigroup guaranteeing payments, which can change default rights and recovery dynamics. For U.S. tax purposes, the notes are treated as fixed-rate debt issued without original issue discount, with additional considerations if an assumption occurs.