Citigroup Global Markets Files 424B2 Prospectus for Securities Offering

TL;DR

**Citi's subsidiary is issuing new securities, likely to raise fresh capital.**

AI Summary

Citigroup Global Markets Holdings Inc., a subsidiary of CITIGROUP INC, filed a 424B2 prospectus on March 26, 2026, related to its registration statement 333-293732-02. This filing indicates that Citigroup Global Markets Holdings Inc. is offering securities, likely debt or equity, under a previously established shelf registration. For investors, this means Citigroup is actively raising capital, which could be used for general corporate purposes, refinancing debt, or funding new initiatives, potentially impacting future earnings and stock valuation.

Why It Matters

This filing signals Citigroup's intent to raise capital, which can affect its financial leverage, liquidity, and ability to fund growth or manage existing obligations.

Risk Assessment

Risk Level: medium — While a routine capital raise, the specific terms of the offering (not detailed here) could impact existing shareholders through dilution or increased debt burden.

Analyst Insight

Investors should monitor subsequent filings for specific terms of the securities offered, such as interest rates, maturity dates, or equity dilution, to assess the impact on Citigroup's financial health and stock value.

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)
• 2026-03-26 — Filing Date (Date the 424B2 prospectus was filed and accepted)

Key Players & Entities

• CITIGROUP INC (company) — Filer and parent company
• Citigroup Global Markets Holdings Inc. (company) — Filer and subsidiary issuing securities
• 333-293732-02 (dollar_amount) — File number for the registration statement of Citigroup Global Markets Holdings Inc.
• 333-293732 (dollar_amount) — File number for the registration statement of CITIGROUP INC
• March 26, 2026 (dollar_amount) — Filing and acceptance date of the 424B2 prospectus

Forward-Looking Statements

• Citigroup will continue to utilize its shelf registration to issue various securities. (Citigroup Global Markets Holdings Inc.) — high confidence, target: 2026-12-31

FAQ

Key Financial Figures

• $1,000 — ices, Inc. Stated principal amount: $1,000 per security Pricing date: April 6,
• $1,000.00 — roceeds to issuer (3) Per security: $1,000.00 $21.50 $978.50 Total: $ $ $
• $21.50 — ssuer (3) Per security: $1,000.00 $21.50 $978.50 Total: $ $ $ (Key T
• $978.50 — Per security: $1,000.00 $21.50 $978.50 Total: $ $ $ (Key Terms conti
• $918.50 — es on the pricing date will be at least $918.50 per security, which will be less than t
• $1.00 — ronic platform providers a fee of up to $1.00 for each security sold in this offering
• $100.00 — ypothetical initial underlying value: $100.00 Hypothetical coupon barrier value:
• $68.00 — Hypothetical coupon barrier value: $68.00 (68.00% of the hypothetical initial und
• $85 — ngent coupon payment date Example 1 $85 (greater than coupon barrier value; les
• $10.542 — ; less than initial underlying value) $10.542 (contingent coupon is paid; securities
• $45 — securities not redeemed) Example 2 $45 (less than coupon barrier value) $0.0
• $0.00 — $45 (less than coupon barrier value) $0.00 (no contingent coupon; securities not
• $110 — securities not redeemed) Example 3 $110 (greater than coupon barrier value and
• $1,010.542 — r value and initial underlying value) $1,010.542 (contingent coupon is paid; securities
• $30 — ontingent coupon is paid) Example 5 $30 (less than final barrier value) $300.

Filing Documents

• form424b2.htm (424B2) — 155KB
• image_001.jpg (GRAPHIC) — 101KB
• 0001918704-26-008135.txt ( ) — 291KB

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, 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-USNCH31224 Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-293732 and 333-293732-02 Autocallable Contingent Coupon Equity Linked Securities Linked to Analog Devices, Inc. Due May 11, 2027 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 on the performance of the underlying specified below. Although you will have downside exposure to the underlying, you will not receive dividends with respect to the underlying or participate in any appreciation of the 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. Underlying: Analog Devices, Inc. $1,000 per security Pricing date: April 6, 2026 Issue date: April 9, 2026 Valuation dates: May 6, 2026, June 8, 2026, July 6, 2026, August 6, 2026, September 8, 2026, October 6, 2026, November 6, 2026, December 7, 2026, January 6, 2027, February 8, 2027, March 8, 2027, April 6, 2027 and May 6, 2027 (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, May 11, 2027 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 1.0542% of the stated principal amount of the securities (equivalent to a contingent coupon rate of approximately 12.65% per annum) if and only if the closing value of the underlying on the immediately preceding valuation date is greater than or equal to the coupon barrier value. If the closing value of the underlying on any valuation date is less than the 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 is greater than or equal to the final barrier value: $1,000 If the final underlying value is less than the final barrier value: $1,000 + ($1,000 the underlying return) If the securities are not automatically redeemed prior to maturity and the final underlying value is less than the final barrier value, you will receive significantly less than the stated principal amount of your securities, and possibly nothing, at maturity, and you will not receive any contingent coupon payment at maturity. Initial underlying value: $ , the closing value of the underlying on the pricing date Final underlying value: The closing value of the underlying on the final valuation date Coupon barrier value:

View Full Filing

View this 424B2 filing on SEC EDGAR