CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering medium-term senior Autocallable Buffered Notes linked to an equally weighted basket of four NYSE-listed financial stocks: Bank of America, Capital One Financial, Morgan Stanley and Wells Fargo. Each security has a $1,000 stated principal amount and a minimum purchase of $10,000.

The notes may be automatically redeemed on July 26, 2027 if the basket level is at or above its initial level, paying $1,000 plus a premium of at least 19.10% of principal (illustrated as $1,191). If not called, at maturity in July 2028 investors receive: leveraged upside with a 125% upside participation rate when the basket is above its initial level; full principal repayment if the basket is between 90% and 100% of its initial level; and a buffered but increasing loss if it falls below 90%, using a buffer rate of approximately 111.11%. CGMI, acting as principal, receives a $15 underwriting fee per security (issue price $1,000, proceeds to issuer $985), and currently expects an estimated value of at least $916.50 per note. The securities do not pay dividends, may have limited secondary market liquidity, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and are expected to be treated as prepaid forward contracts for U.S. federal income tax purposes.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured, autocallable medium-term senior notes linked to the worst performer of the Nasdaq-100 Index, the S&P 500 Index and the State Street Utilities Select Sector SPDR ETF, in $1,000 denominations with no interest payments.

The notes may be automatically redeemed on scheduled valuation dates if the worst underlying is at or above its initial level, paying $1,000 plus a fixed premium that is at least 12.20% initially and rises to at least 36.60% by July 16, 2029. If not called, maturity payment depends solely on the worst underlying: principal plus premium if it finishes at or above 80% of its initial value; principal only if between 60% and 80%; and a 1-for-1 loss below 60%, potentially up to a total loss of principal.

All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value on the pricing date is expected to be at least $918.50 per $1,000 note, below the issue price, reflecting selling, structuring and hedging costs and use of an internal funding rate. Liquidity may be limited, and investors forgo dividends and other rights on the underlyings.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering Autocallable Buffered Notes linked to the MSCI Emerging Markets Index (MXEF). Each medium-term senior note of Series N has a stated principal amount of $1,000 per security.

The notes may be automatically redeemed on August 13, 2027 if MXEF closes at or above its initial value, paying $1,000 plus a premium of at least 18.15%. If not redeemed, at the August 2028 final valuation date investors receive $1,000 plus the greater of a 36.30% premium or index return when MXEF finishes at or above its initial level, only principal back if MXEF ends between 85% and 100% of its initial level, and buffered downside if MXEF falls more than the 15.00% buffer, with losses amplified by a buffer rate of about 117.647%. The issue price is $1,000, including a $15 underwriting fee, with expected estimated value of at least $925.50 per security. The notes are unsecured, not FDIC insured, involve emerging-markets equity risk and issuer/guarantor credit risk, and carry complex U.S. tax and Section 871(m) considerations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior Autocallable Buffered Notes linked to the MSCI Emerging Markets Index (MXEF) in $1,000 denominations under an effective shelf registration.

The notes may be automatically redeemed on August 13, 2027 if the index closing value is at or above its initial level, paying $1,000 plus at least a 20.70% premium (an example payment of $1,207.00 per note). If not called, at maturity in August 2028 investors receive $1,000 plus 150.00% of any positive index return.

If the final index level is below the initial but at or above 85.00% of the initial level (a 15.00% buffer), principal is repaid. Below 85.00%, repayment is reduced using a buffer rate of approximately 117.647%, so losses exceed index declines beyond the buffer. The issue price is $1,000 with a $15.00 underwriting fee and an estimated value of at least $926.00 per security, and the notes are exposed to Citigroup credit risk, emerging-markets equity volatility and complex U.S. tax treatment as a prepaid forward contract.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium‑Term Senior Notes linked to the worst of the Nasdaq‑100, Russell 2000 and S&P 500 indices, maturing July 26, 2029.

The securities pay a contingent quarterly coupon of at least 3.1625% of principal (12.65% annualized, set on the pricing date) only if, on the relevant valuation date, the worst‑performing index closes at or above 70% of its initial level. Missed coupons are not paid later. At maturity, if not called and the worst index is at or above 70% of its initial level, investors receive $1,000 per note plus any final coupon; otherwise repayment is $1,000 plus $1,000 times the index return, exposing principal one‑for‑one to downside and potentially to zero.

The issuer may redeem the notes in whole on specified dates at $1,000 plus the related coupon, capping future income. The estimated value on the pricing date is expected to be at least $938.50 per note, below the $1,000 issue price due to selling, structuring, hedging costs and funding assumptions. The notes carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., offer no index upside or dividends, may have limited secondary liquidity, and involve complex U.S. tax and withholding considerations, including potential 30% withholding for certain non‑U.S. holders.

Citigroup Inc. reported strong second-quarter 2026 results, with net income of $5.8 billion, or $3.15 per diluted share, on revenue of $24.8 billion, up 14% from a year earlier. Net income rose 45%, driven by higher revenues across all five core businesses and Legacy Franchises and a lower provision for credit losses, partly offset by higher expenses.

Services, Markets, Banking, Wealth and U.S. Consumer Cards all delivered double-digit year-over-year revenue growth, while company-wide loans grew 9% and deposits 10%. Book value per share increased to $114.74 and tangible book value per share to $100.89. Citigroup ended the quarter with a Common Equity Tier 1 ratio of 12.8% and a Supplementary Leverage Ratio of 5.2%. The company returned approximately $5.0 billion to common shareholders via repurchases and dividends, recorded a payout ratio of 92%, launched a $30 billion buyback plan, and expects to raise its planned dividend by 12%.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable equity‑linked senior notes tied to the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500 indexes. Each security has a $1,000 principal amount and pays monthly coupons at an annualized rate of approximately at least 13.15%.

The notes mature on July 16, 2027 but may be redeemed at the issuer’s option on monthly dates from January through June 2027 for $1,000 plus the coupon. If not called and a “knock‑in event” occurs—any index closing below 70.00% of its initial level on any day—principal is reduced one‑for‑one with the worst index’s loss, potentially to zero. Investors also face credit risk of the issuer and guarantor, limited liquidity, and complex, uncertain U.S. tax treatment, and the notes’ estimated value on the pricing date (at least $942.50 per security) will be below the $1,000 issue price.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable buffered notes linked to an equally weighted basket of Bank of America, Capital One Financial, Morgan Stanley and Wells Fargo common stock, maturing in August 2028 with a $1,000 stated principal amount per note.

The notes may be automatically redeemed on August 13, 2027 if the basket is at or above its initial level, paying $1,186.50 per note (an 18.65% premium). If held to maturity and the basket is above its initial level, investors receive principal plus 125% of the basket’s gain; if it is between 90 and 100, principal is returned; below 90, losses accelerate so holders can lose most or all of principal.

Holders forgo dividends on the underlying stocks and take the credit risk of the issuer and guarantor. The public issue price is $1,000, including a $15 underwriting fee, while the estimated value is expected to be at least $914.50 per note due to fees, hedging costs and Citigroup’s internal funding rate. The notes involve complex market, liquidity and tax considerations, including prepaid forward treatment and potential Section 871(m) implications for non-U.S. investors.

Citigroup Global Markets Holdings Inc. is issuing Market Linked Securities with an aggregate stated principal amount of $1,934,000, fully and unconditionally guaranteed by Citigroup Inc. Each unsecured note has a $1,000 principal amount, matures on July 12, 2029, and is linked to the worst-performing of Amazon, Microsoft, Alphabet and Meta.

The notes pay a monthly contingent coupon at 12.00% per annum only if the lowest-performing stock on each calculation day is at or above 50% of its starting value, with a memory feature for missed coupons. From October 2026 to June 2029, the notes auto-call at par plus coupons if that lowest stock is at or above 95% of its start. If not called, principal is fully repaid only if the worst stock on the final calculation day is at or above 50% of its start; otherwise repayment equals $1,000 times its performance factor, so losses can reach 100%. Investors forgo dividends, face issuer and guarantor credit risk, limited liquidity and complex tax treatment. The estimated value is $947.70 per note versus the $1,000 public offering price, reflecting selling, structuring and hedging costs and the issuer’s internal funding rate.