CITIGROUP (C) SEC Filings, Feb 6, 2026

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1,000-denomination autocallable barrier securities linked to the worst performer of the Nasdaq-100 Index® and the S&P 500® Index, maturing in February 2031.

The notes may be automatically redeemed on interim valuation dates in 2027 and 2028 if each index closes at or above 102% of its initial value, paying at least 11.26% or 22.52% premiums, respectively. If held to maturity, investors get upside at a 100% participation rate based on the worst-performing index, full principal back if that index stays at or above 80% of its initial value, and proportional losses if it finishes below that 80% trigger.

The notes are unsecured, not listed on any exchange, and include an underwriting fee of up to $41.25 per $1,000, with an estimated initial value of at least $892.50 based on internal models. The issuer describes complex U.S. tax treatment, generally viewing the notes as prepaid forward contracts, with additional considerations for Non-U.S. holders and potential future tax law changes.

Citigroup Global Markets Holdings Inc. is offering $22,000,000 of Trigger Callable Yield Notes linked to the least performing of the Nasdaq-100 Index® and the Russell 2000® Index, due May 7, 2027. All payments are fully and unconditionally guaranteed by Citigroup Inc.

The notes pay a fixed coupon of 9.50% per annum ($0.0792 per $10 note) monthly, regardless of index performance, unless the notes are previously called. Beginning around three months after issuance, the issuer may, at its sole discretion, call the notes on any coupon payment date and return the $10 principal per note plus the applicable coupon.

If the notes are not called and, at maturity, the final level of the least performing index is at or above 70% of its initial level, investors receive full principal plus the last coupon. If it is below this downside threshold, repayment of principal is reduced in proportion to the index decline, potentially resulting in a total loss of the investment. The issue price is $10.00 per note, with $0.10 per note underwriting discount and $9.90 per note proceeds to the issuer; the estimated value is $9.808 per note, based on Citigroup Global Markets Inc. models.

Citigroup Inc. is offering 1,000,000 depositary shares representing interests in its 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ, with an aggregate liquidation preference of $1,000,000,000. Each depositary share has a $1,000 liquidation preference, equaling 1/25 of a $25,000 preferred share.

Dividends are noncumulative and payable in cash only when, as, and if declared, at 6.500% annually on the $25,000 liquidation preference (equivalent to $65 per depositary share per year) from issuance to May 15, 2031, then reset every five years to the five-year U.S. Treasury rate plus 2.745%. Citigroup may redeem the preferred stock on any dividend payment date on or after May 15, 2031, or within 90 days of a Regulatory Capital Event, at $25,000 per preferred share ($1,000 per depositary share) plus any declared and unpaid dividends.

The preferred stock ranks senior to common stock and on parity with Citigroup’s other existing preferred series as to dividends and liquidation, has limited voting rights, and carries no preemptive or conversion rights. The depositary shares will not be listed on any securities exchange. Net proceeds are expected to be approximately $984,650,000, to be used for general corporate purposes, including potential redemptions or repurchases of Citigroup preferred stock, common stock, and other outstanding securities.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering callable contingent coupon equity-linked securities tied to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, maturing on February 9, 2028.

The notes pay a 10.00% annualized contingent coupon (2.50% per quarter) only if, on each valuation date, the worst-performing index is at least 76% of its initial value. If not, no coupon is paid. At maturity, if the worst index is below its 76% barrier, principal is reduced one-for-one with the decline and can fall to zero.

The securities are callable at the issuer’s option on specified dates at $1,000 plus any due coupon, are unsecured and subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., are not exchange-listed, and were issued at $1,000 with an estimated value of $971.90 per security. Total offering size is $3,400,000.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal amount and matures on February 7, 2031, unless called earlier.

The notes pay a contingent coupon of 1.0417% per month (about 12.50% per year) only if the index closes on the prior valuation date at or above the coupon barrier, set at 50% of the initial level (4,475.415 from 8,950.83). Missed coupons can be made up later if the barrier is met again.

Starting in 2027, if on a potential autocall date the index is at or above its initial level, the notes are automatically redeemed at $1,000 plus the applicable coupon and any unpaid coupons. If not called and the final index level is below the final barrier (also 50% of initial), principal repayment is reduced one-for-one with the index loss, potentially to zero, and no coupon is paid at maturity.

The securities are not listed on any exchange. The total offering is $858,000 with an underwriting fee of $12.50 per security, and an estimated value of $927.80 per security at pricing, reflecting structuring and hedging costs. The complex underlying index uses leveraged, volatility-targeted exposure to S&P 500 futures with a 6% annual decrement and notional costs, which can cause significant underperformance versus the S&P 500 Index and introduces substantial risk.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to Amazon.com, Inc. stock, maturing March 23, 2027. Each security has a $1,000 principal amount.

Investors may receive monthly contingent coupons of 0.8958% of principal (about 10.75% per year), but only if Amazon’s closing value on each valuation date is at or above a coupon barrier set at 70% of the initial share price. Starting August 18, 2026, the notes are automatically called at par plus coupon if Amazon is at or above the initial value on specified dates, which can cap total income.

If the notes are not called and Amazon’s final value is at least 70% of the initial value, investors receive $1,000 back per note plus any final coupon. If the final value is below 70%, investors receive Amazon shares (or cash) worth less than principal and could lose their entire investment.

The securities will not be listed on any exchange and carry the full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The expected estimated value on the pricing date is at least $920.50 per $1,000 note, below the issue price due to selling, structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable securities linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index. The notes are issued in $1,000 denominations and pay no interest.

The notes can be automatically redeemed on scheduled valuation dates from February 2027 through February 2031 if the worst-performing index is at or above its initial level, paying $1,000 plus a fixed premium starting at 10.70% and rising to at least 53.50% on the final valuation date.

If not redeemed early, maturity payment depends solely on the worst-performing index: investors receive $1,000 plus the final premium if that index is at or above its initial level, $1,000 if it is below initial but at or above 70% of initial, and a 1‑for‑1 loss below that barrier, potentially losing the entire principal. The notes are not listed, have limited liquidity, and all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable securities linked to the EURO STOXX 50® Index. Each security has a $1,000 stated principal amount, pays no interest, and may automatically redeem early on scheduled valuation dates through February 10, 2031.

If on a valuation date the index closes at or above 90% of its initial level, the notes are redeemed for $1,000 plus a fixed premium, starting at 8.60% of principal in February 2027 and rising to 43.00% on the final valuation date. If held to maturity on February 13, 2031 and not called, investors receive principal plus the final premium if the index is at or above the 90% autocall barrier, full principal only if it is at or above an 85% buffer level, and a leveraged loss below that level based on a buffer rate of 1.1765. The securities are not listed, carry full credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and their estimated value on the pricing date is expected to be at least $941 per security, below the $1,000 issue price due to structuring and hedging costs.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Market Linked Securities tied to United Parcel Service, Inc. Class B shares. Each $1,000 security pays a fixed monthly coupon at a rate of at least 8.00% per year, but principal is at risk.

The notes are auto-callable: if UPS’s closing value on a monthly call date from August 2026 to January 2028 is at or above the starting value, investors receive $1,000 plus that month’s coupon and the investment ends. If not called and UPS finishes below an 80% downside threshold on the final calculation day, investors receive UPS stock worth less than $1,000 and could lose their entire principal. The estimated value on the pricing date is expected to be at least $921.50 per security, below the $1,000 public offering price, reflecting structuring, hedging costs and internal funding rates. The securities are not listed, may have limited liquidity, are subject to Citi credit risk, and involve complex and uncertain U.S. tax treatment.