Citigroup Global Markets Holdings Files 424B2 Prospectus

TL;DR

**Citi's issuing new paper, watch for details on what they're selling.**

AI Summary

This 424B2 filing, dated March 23, 2026, indicates that Citigroup Global Markets Holdings Inc. and its parent company, CITIGROUP INC, are offering new securities under a prospectus. This matters to investors because it signals that Citigroup is actively raising capital, potentially to fund operations, investments, or manage its balance sheet, which could impact future earnings and stock performance. The filing references a registration statement (File No.: 333-293732) for CITIGROUP INC and a related one (File No.: 333-293732-02) for Citigroup Global Markets Holdings Inc.

Why It Matters

This filing indicates Citigroup is issuing new securities, which could dilute existing shares or provide capital for growth, directly impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing itself is procedural, but the underlying offering of securities could introduce market risk or dilution for existing shareholders.

Analyst Insight

Investors should look for the specific terms of the securities being offered in the full prospectus supplement to understand potential impacts on dilution, debt levels, or capital structure. This filing is a procedural step, not an immediate buy/sell signal.

Key Numbers

• 0000831001 — CITIGROUP INC CIK (Unique identifier for CITIGROUP INC in SEC filings)
• 0000200245 — Citigroup Global Markets Holdings Inc. CIK (Unique identifier for Citigroup Global Markets Holdings Inc. in SEC filings)
• 2026-03-23 — Filing Date (Date the 424B2 prospectus was filed with the SEC)
• 333-293732 — CITIGROUP INC File No. (Registration statement number under which the securities are being offered)
• 333-293732-02 — Citigroup Global Markets Holdings Inc. File No. (Registration statement number for the subsidiary's offering)

Key Players & Entities

• CITIGROUP INC (company) — Filer of the 424B2 prospectus, CIK 0000831001
• Citigroup Global Markets Holdings Inc. (company) — Filer of the 424B2 prospectus, CIK 0000200245
• 333-293732 (dollar_amount) — File number for CITIGROUP INC's registration statement
• 333-293732-02 (dollar_amount) — File number for Citigroup Global Markets Holdings Inc.'s registration statement
• 2026-03-23 (dollar_amount) — Filing date of the 424B2

FAQ

Key Financial Figures

• $1,000 — ying value Stated principal amount: $1,000 per security Pricing date: March 19
• $1,000.00 — roceeds to issuer (4) Per security: $1,000.00 $23.50 $976.50 Total: $1,200,00
• $23.50 — ssuer (4) Per security: $1,000.00 $23.50 $976.50 Total: $1,200,000.00 $2
• $976.50 — Per security: $1,000.00 $23.50 $976.50 Total: $1,200,000.00 $28,200.00
• $1,200,000.00 — $1,000.00 $23.50 $976.50 Total: $1,200,000.00 $28,200.00 $1,171,800.00 (Key Ter
• $28,200.00 — 50 $976.50 Total: $1,200,000.00 $28,200.00 $1,171,800.00 (Key Terms continued
• $1,171,800.00 — Total: $1,200,000.00 $28,200.00 $1,171,800.00 (Key Terms continued on next page)
• $968.30 — he estimated value of the securities is $968.30 per security, which is less than the is
• $1.00 — ronic platform providers a fee of up to $1.00 for each security sold in this offering
• $24.00 — ing return = (135 - 100) / 100 = 35%) $24.00 (contingent coupon is paid; securities
• $0.00 — ing return = (150 - 100) / 100 = 50%) $0.00 (no contingent coupon; securities not
• $1,024.00 — ing return = (110 - 100) / 100 = 10%) $1,024.00 (contingent coupon is paid; securities
• $300.00 — ing return = (30 - 100) / 100 = -70%) $300.00 Example 6 20 (underlying return = (
• $200.00 — ing return = (40 - 100) / 100 = -60%) $200.00 Example 4: On the final valuation dat
• $700.00 — + ($1,000.00 -70.00%) = $1,000.00 + -$700.00 = $300.00 In this scenario, because

Filing Documents

• form424b2.htm (424B2) — 198KB
• exfilingfees.htm (EX-FILING FEES) — 45KB
• image_001.jpg (GRAPHIC) — 136KB
• image_002.jpg (GRAPHIC) — 101KB
• image_003.jpg (GRAPHIC) — 111KB
• 0001918704-26-007881.txt ( ) — 843KB
• exfilingfees_htm.xml (XML) — 6KB

From the Filing

SUPPLEMENT 424B2 Citigroup Global Markets Holdings Inc. March 19, 2026 Medium-Term Senior Notes, Series N Pricing Supplement No. 2026-USNCH31094 Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-293732 and 333-293732-02 Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Nasdaq-100 Index , the Russell 2000 Index and the S&P 500 Index Due March 22, 2029 The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the same maturity because you may not receive one or more, or any, contingent coupon payments, (ii) the value of what you receive at maturity may be significantly less than the stated principal amount of your securities, and may be zero, and (iii) the securities may be automatically called for redemption prior to maturity beginning on the first potential autocall date specified below. Each of these risks will depend solely on the performance of the worst performing of the underlyings specified below. You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any one of the underlyings. Although you will have downside exposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation of any underlying. Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. KEY TERMS Issuer: Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. Guarantee: All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc. Underlyings: Underlying Initial underlying value * Coupon barrier value ** Final barrier value ** Nasdaq-100 Index 24,355.28 15,830.932 15,830.932 Russell 2000 Index 2,494.710 1,621.562 1,621.562 S&P 500 Index 6,606.49 4,294.219 4,294.219 * For each underlying, its closing value on the pricing date ** For each underlying, 65.00% of its initial underlying value $1,000 per security Pricing date: March 19, 2026 Issue date: March 24, 2026 Valuation dates: June 22, 2026, September 21, 2026, December 21, 2026, March 19, 2027, June 21, 2027, September 20, 2027, December 20, 2027, March 20, 2028, June 20, 2028, September 19, 2028, December 19, 2028 and March 19, 2029 (the "final valuation date"), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur Maturity date: Unless earlier redeemed, March 22, 2029 Contingent coupon payment dates: The third business day after each valuation date, except that the contingent coupon payment date following the final valuation date will be the maturity date Contingent coupon: On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to 2.40% of the stated principal amount of the securities (equivalent to a contingent coupon rate of 9.60% per annum) if and only if the closing value of the worst performing underlying on the immediately preceding valuation date is greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon payment date. Payment at maturity: If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold (in addition to the final contingent coupon payment, if applicable): If the final underlying value of the worst performing underlying on the final valuation date is greater than or equal to its final barrier value: $1,000 If the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value: $1,000 + ($1,000 the underlying return of the worst performing underlying on the final valuation date) If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performing underlying on the final valuation date is les

View Full Filing

View this 424B2 filing on SEC EDGAR