Citigroup Files 424B2 Prospectus for New Securities Offering

TL;DR

**Citi's filing a 424B2, new securities coming, watch for details on what they're selling!**

AI Summary

Citigroup Inc. and its subsidiary, Citigroup Global Markets Holdings Inc., filed a 424B2 prospectus on March 24, 2026. This filing is for a new securities offering under registration statement 333-293732, indicating they are preparing to issue new securities. For investors, this means potential dilution if new shares are issued, or new debt instruments that could impact the company's financial leverage and future interest expenses, which could affect stock valuation.

Why It Matters

This filing signals Citigroup's intent to raise capital, which could be through issuing new stock (diluting existing shareholders) or new debt (increasing leverage).

Risk Assessment

Risk Level: medium — The risk is medium because while capital raises can be beneficial, the specific terms of the new securities (debt vs. equity, interest rates, conversion features) are not yet detailed, creating uncertainty.

Analyst Insight

Investors should monitor subsequent filings (like pricing supplements) to understand the specific terms (type of security, amount, pricing) of the new offering to assess its impact on dilution, debt levels, and future earnings.

Key Numbers

• 333-293732 — Registration Statement Number (Identifies the overarching securities offering under which this prospectus supplement is filed.)
• 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.)

Key Players & Entities

• CITIGROUP INC (company) — Filer of the 424B2 prospectus
• Citigroup Global Markets Holdings Inc. (company) — Subsidiary co-filer of the 424B2 prospectus
• 333-293732 (dollar_amount) — Registration statement number for the securities offering
• 2026-03-24 (dollar_amount) — Filing date of the 424B2 prospectus

FAQ

Key Financial Figures

• $1,000 — ying value Stated principal amount: $1,000 per security Pricing date: April 9,
• $1,000.00 — roceeds to issuer (3) Per security: $1,000.00 $37.50 $962.50 Total: $ $ $
• $37.50 — ssuer (3) Per security: $1,000.00 $37.50 $962.50 Total: $ $ $ (Key T
• $962.50 — Per security: $1,000.00 $37.50 $962.50 Total: $ $ $ (Key Terms conti
• $907.00 — es on the pricing date will be at least $907.00 per security, which will be less than t
• $1.50 — ronic platform providers a fee of up to $1.50 for each security sold in this offering
• $91.00 — 0.00 + applicable premium = $1,000.00 + $91.00 = $1,091.00 July 14, 2027 $1,000.00
• $1,091.00 — plicable premium = $1,000.00 + $91.00 = $1,091.00 July 14, 2027 $1,000.00 + applicabl
• $113.75 — 0.00 + applicable premium = $1,000.00 + $113.75 = $1,113.75 October 14, 2027 $1,000
• $1,113.75 — licable premium = $1,000.00 + $113.75 = $1,113.75 October 14, 2027 $1,000.00 + applic
• $136.50 — 0.00 + applicable premium = $1,000.00 + $136.50 = $1,136.50 January 14, 2028 $1,000
• $1,136.50 — licable premium = $1,000.00 + $136.50 = $1,136.50 January 14, 2028 $1,000.00 + applic
• $159.25 — 0.00 + applicable premium = $1,000.00 + $159.25 = $1,159.25 April 17, 2028 $1,000.0
• $1,159.25 — licable premium = $1,000.00 + $159.25 = $1,159.25 April 17, 2028 $1,000.00 + applicab
• $182.00 — 0.00 + applicable premium = $1,000.00 + $182.00 = $1,182.00 July 14, 2028 $1,000.00

Filing Documents

• form424b2.htm (424B2) — 239KB
• image_001.jpg (GRAPHIC) — 124KB
• image_002.jpg (GRAPHIC) — 103KB
• image_003.jpg (GRAPHIC) — 102KB
• image_004.jpg (GRAPHIC) — 111KB
• 0001918704-26-007907.txt ( ) — 827KB

From the Filing

PRICING SUPPLEMENT 424B2 The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is not permitted. Citigroup Global Markets Holdings Inc. April , 2026 Medium-Term Senior Notes, Series N Pricing Supplement No. 2026-USNCH31132 Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-293732 and 333-293732-02 Autocallable Securities Linked to the Worst Performing of the Dow Jones Industrial Average TM , the Russell 2000 Index and the S&P 500 Index Due April 17, 2031 The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest, do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on a periodic basis on the terms described below. Your return on the securities will depend solely on the performance of the worst performing of the underlyings specified below. The securities offer the potential for automatic early redemption at a premium following the first valuation date (other than the final valuation date) on which the closing value of the worst performing underlying on that valuation date is greater than or equal to its autocall barrier value. If the securities are not automatically redeemed prior to maturity, the securities will provide for (i) repayment of the stated principal amount plus a premium at maturity if the final underlying value of the worst performing underlying on the final valuation date is greater than or equal to its autocall barrier value or (ii) repayment of the stated principal amount at maturity, with no premium, if the final underlying value of the worst performing underlying on the final valuation date is less than its autocall barrier value but greater than or equal to its final barrier value specified below. However, 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 less than its final barrier value, you will lose 1% of the stated principal amount of your securities for every 1% by which its final underlying value is less than its initial underlying value. 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 on the final valuation date, 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 * Autocall barrier value ** Final barrier value *** Dow Jones Industrial Average TM Russell 2000 Index S&P 500 Index * For each underlying, its closing value on the pricing date ** For each underlying, 90.00% of its initial underlying value *** For each underlying, 70.00% of its initial underlying value $1,000 per security Pricing date: April 9, 2026 Issue date: April 14, 2026 Valuation dates: April 8, 2027, July 14, 2027, October 14, 2027, January 14, 2028, April 17, 2028, July 14, 2028, October 16, 2028, January 16, 2029, April 16, 2029, July 16, 2029, October 15, 2029, January 14, 2030, April 15, 2030, July 15, 2030, October 14, 2030, January 14, 2031 and April 14, 2031 (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, April 17, 2031 Automatic early redemption: If, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying on that valuation date is greater than or equal to its autocall barrier value, the securities will be automatically redeemed on the fifth business day immediately following that valuation date for an amount in cash per sec

View Full Filing

View this 424B2 filing on SEC EDGAR