CITIGROUP INC SEC Filings

Citigroup Global Markets Holdings Inc. is offering structured Dual Directional Buffer Securities linked to the worst performing of the Nasdaq-100 Index® and the S&P 500® Index with a stated principal amount of $1,000 per security. The securities price on July 28, 2026, will be issued on July 31, 2026, and mature on August 2, 2028. They are automatically redeemed if the worst performing underlying on the interim valuation date (scheduled July 28, 2027) is at or above its initial value, paying the stated principal plus a premium (minimum 9.60% for the interim date). At final maturity the payout depends on the worst performing underlying: upside exposure with a 125% participation rate if that underlying is at or above its initial value; a 1:1 absolute return if it is negative but above the 85% final buffer value (buffer = 15%); otherwise principal is exposed to declines below the buffer. The securities are obligations of CGMI, guaranteed by Citigroup Inc. The estimated model value on the pricing date is expected to be at least $907 per security; CGMI will receive an underwriting fee of $27.50 per security.

Citigroup Global Markets Holdings Inc. priced a series of Buffered Autocallable Securities linked to the S&P 500 Futures Excess Return Index with a $1,000 stated principal per security and an issue date of July 1, 2026. The securities pay an automatic early redemption if a valuation date closing value is at or above the initial underlying value and otherwise mature on July 1, 2031. The initial underlying value is 590.78, the buffer percentage is 20% (final buffer value 472.624), and the upside participation rate is 200%. The per-security issue price is $1,000.00, the estimated value on the pricing date was $987.30, the underwriting fee per security is $2.50, and proceeds to the issuer per security are $997.50. If not autocalled, maturity payoffs vary: above initial value pays $1,000 plus the leveraged return; between buffer and initial returns principal only; below the buffer investors absorb losses 1:1 beyond the 20% buffer.

Citigroup Global Markets Holdings Inc. is offering geared autocallable buffer securities linked to the worst performing of Arista Networks, Casey’s General Stores and NetApp, maturing July 1, 2031. Each security has a stated principal amount of $1,000 and was priced on June 26, 2026 for issuance on July 1, 2026.

The notes pay an automatic early redemption if the worst performing underlying on an earlier valuation date is at or above its autocall barrier (80% of the initial underlying value). If not called, maturity payoffs depend solely on the worst performing underlying on the final valuation date: full principal plus a positive return if that underlying is above its upside threshold (80% of initial), full principal if between the upside threshold and the final buffer (70% of initial), and a buffered loss formula if below the final buffer. The securities include a 30.00% buffer and a buffer rate of approximately 1.4286. The estimated value at pricing was $960.70 versus the issue price of $1,000.

Citigroup Global Markets Holdings Inc. is offering Callable Contingent Coupon Equity Linked Securities linked to the iShares® Bitcoin Trust ETF (IBIT) with a stated principal of $1,000 per security and maturity of July 1, 2031. The securities pay a contingent coupon of 1.00% per period (12.00% per annum) only when the closing value of IBIT on specified valuation dates is at or above a coupon barrier of $20.310 (60.00% of the initial underlying value of $33.85). If not called, at maturity holders receive $1,000 if the final underlying value is at or above the final barrier ($20.310), otherwise the payoff is $1,000 × (1 + underlying return), which can result in significant loss. Citigroup Inc. fully guarantees payments. The offering size on the cover page shows aggregate issue proceeds of $422,000 (total issue price) and a per-security underwriting fee of $43.00. The securities include issuer call rights, a special early redemption right, and tax and liquidity risks tied to IBIT and bitcoin.

Citigroup Global Markets Holdings Inc. is offering autocallable medium-term senior notes linked to the worst performing of the Dow Jones Industrial Average™, the Russell 2000® Index and the S&P 500® Equal Weight Index with a stated principal of $1,000 per security. The securities price on July 15, 2026, issue on July 20, 2026 and mature on July 20, 2033, unless automatically redeemed earlier on scheduled valuation dates. Coupons are structured as a series of prepaid premiums that increase on specified valuation dates (final premium shown as 76.30% of principal at the final valuation date). Investors receive the premium on an autocall date only if the worst performing underlying meets its autocall barrier; otherwise maturity payoffs depend on whether the worst performing underlying finishes above the final premium threshold, between the threshold and a trigger, or below the trigger (full downside exposure applies if below the trigger).

Citigroup Global Markets Holdings Inc. is offering Autocallable Dual Directional Barrier Securities linked to the S&P 500® Index with an aggregate stated principal amount of $1,000,000 and a stated principal of $1,000 per security. The securities have a strike date of June 25, 2026, an issue date of July 1, 2026, a potential automatic early redemption date of July 8, 2027 and a final valuation date of June 26, 2028, with scheduled maturity on June 29, 2028 unless earlier redeemed.

Key economics: an initial index level of 7,357.49, a barrier at 5,650.552 (76.80% of initial), an upside participation rate of 150%, and a stated premium on the potential autocall date of 11.00% (equal to $110 per $1,000 security). If automatically redeemed on the potential autocall date, the illustrative payout is $1,110 per $1,000 security. The estimated model value at pricing was $994.60 per security.

The securities are guaranteed by Citigroup Inc. and are complex, involve credit risk of Citigroup, index exposure, contingent early redemption mechanics, a non‑linear payoff with a defined barrier, and specific U.S. federal tax considerations (counsel opines treatment as a prepaid forward contract). The pricing supplement and accompanying prospectus documents contain further important risk and tax disclosures.

Citigroup Global Markets Holdings Inc. is offering market-linked securities tied to the S&P 500® Index maturing December 31, 2031 with a stated principal amount of $1,000 per security. Payment at maturity depends on the final underlying value versus the initial underlying value of 7,354.02 (closing value on the pricing date). The securities provide 100.00% upside participation capped at a $610.00 maximum return (61.00%) and limit downside loss to $100.00 (10.00%) per security. They pay no interest or dividends, are unsecured obligations of the issuer and guaranteed by Citigroup Inc., and carry issuer/guarantor credit risk and limited liquidity. The issue price is $1,000.00 per security; the estimated value on the pricing date was $967.80. Pricing date: June 26, 2026; issue date: July 1, 2026; valuation date: December 26, 2031 (subject to postponement).

Citigroup Global Markets Holdings Inc. is offering callable, contingent‑coupon, equity‑linked medium‑term senior notes due July 12, 2029, guaranteed by Citigroup Inc.. Each security has a stated principal of $1,000 and pays a contingent coupon (at least 1.0917% per period, ~13.10% annualized) only if the worst performing of the Nasdaq‑100, Russell 2000 and S&P 500 meets its coupon barrier on specified valuation dates. The securities may be called on many potential redemption dates; if held to maturity, repayment depends on the final performance of the worst performing underlying and could be significantly less than principal, possibly zero. The preliminary pricing supplement states an estimated value of at least $944.00 per security on the pricing date and an underwriting fee up to $2.50 per security. This offering is complex and carries material risks, including market, product‑structure, credit and tax uncertainties.

Citigroup Global Markets Holdings Inc. is offering $11,909,000 aggregate stated principal of contingent income auto-callable securities linked to the common stock of NIKE, Inc. The securities (stated principal $1,000 each) issue on July 1, 2026 and mature on June 29, 2029, unless automatically redeemed earlier.

Key economic terms: a quarterly contingent coupon equal to 3.1125% of stated principal ($31.125 per quarter, 12.45% per annum) payable only when the closing price of NIKE on a valuation date is >= the downside threshold of $20.375 (50.00% of the initial share price). The initial share price is $40.75. If not auto‑redeemed and the final share price is below the downside threshold, the maturity payment exposes investors to a 1:1 decline in the underlying (principal at risk).