Citigroup Files Prospectus Supplement for Securities Offering

TL;DR

Citi filed a prospectus supplement for a new security offering. Details inside.

AI Summary

Citigroup Inc. filed a 424B2 prospectus supplement on April 7, 2026, related to the offering of securities by Citigroup Global Markets Holdings Inc. The filing details the terms of a specific security offering, including its pricing and other relevant information for potential investors. This document is part of a larger registration statement filed by Citigroup Inc.

Why It Matters

This filing provides crucial details for investors considering purchasing securities offered by Citigroup's subsidiary, impacting their investment decisions and understanding of the associated risks and terms.

Risk Assessment

Risk Level: low — This is a standard prospectus supplement filing for a securities offering, not indicating any immediate adverse events.

Key Numbers

• 424B2 — Filing Type (Indicates a prospectus supplement filed under Rule 424(b)(2))

Key Players & Entities

• Citigroup Inc. (company) — Filer of the overall registration statement
• Citigroup Global Markets Holdings Inc. (company) — Issuer of the securities
• 0000950103-26-005416 (filing_id) — SEC Accession Number for this filing
• 2026-04-07 (date) — Filing Date

FAQ

Key Financial Figures

• $1,000 — ® Index Stated principal amount: $1,000 per security Pricing date: April 30,
• $1,000.00 — Proceeds to issuer (3) Per security: $1,000.00 $22.50 $977.50 Total: $ $ $ (1
• $22.50 — issuer (3) Per security: $1,000.00 $22.50 $977.50 Total: $ $ $ (1) Citigr
• $977.50 — (3) Per security: $1,000.00 $22.50 $977.50 Total: $ $ $ (1) Citigroup Globa
• $914.50 — es on the pricing date will be at least $914.50 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
• $105.00 — 0.00 + applicable premium = $1,000.00 + $105.00 = $1,105.00 April 26, 2028 $1,000.00
• $1,105.00 — licable premium = $1,000.00 + $105.00 = $1,105.00 April 26, 2028 $1,000.00 + applicabl
• $210.00 — 0.00 + applicable premium = $1,000.00 + $210.00 = $1,210.00 If, on any valuation date
• $1,210.00 — licable premium = $1,000.00 + $210.00 = $1,210.00 If, on any valuation date prior to th
• $315 — to the final valuation date = $1,000 + $315 = $1,315 In this scenario, because th
• $1,315 — inal valuation date = $1,000 + $315 = $1,315 In this scenario, because the final un
• $700.00 — + ($1,000 × -70.00%) = $1,000 + -$700.00 = $300.00 In this scenario, the under
• $300.00 — times; -70.00%) = $1,000 + -$700.00 = $300.00 In this scenario, the underlying has d

Filing Documents

• dp244964_424b2-us26e3723.htm (424B2) — 88KB
• image_001.jpg (GRAPHIC) — 13KB
• image_002.jpg (GRAPHIC) — 28KB
• 0000950103-26-005416.txt ( ) — 146KB

From the Filing

PRICING SUPPLEMENT 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. SUBJECT TO COMPLETION, DATED APRIL 7, 2026 Citigroup Global Markets Holdings Inc. April , 2026 Medium-Term Senior Notes, Series N Pricing Supplement No. 2026-USNCH31415 Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-293732 and 333-293732-02 Autocallable Securities Linked to the S&P 500 ® Index Due May 1, 2029 ▪ 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 on the performance of the underlying 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 underlying is greater than or equal to the initial underlying value. If the securities are not automatically redeemed prior to maturity, the securities will provide for repayment of the stated principal amount plus a premium at maturity if the final underlying value is greater than or equal to the initial underlying value. However, if the securities are not automatically redeemed prior to maturity and the final underlying value is less than the initial underlying value, you will lose 1% of the stated principal amount of your securities for every 1% by which the final underlying value is less than the initial underlying value. 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: The S&P 500 ® Index Stated principal amount: $1,000 per security Pricing date: April 30, 2026 Issue date: May 5, 2026 Valuation dates: May 26, 2027, April 26, 2028 and April 26, 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, May 1, 2029 Automatic early redemption: If, on any valuation date prior to the final valuation date, the closing value of the underlying is greater than or equal to the initial underlying value, the securities will be automatically redeemed on the third business day immediately following that valuation date for an amount in cash per security equal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemed following any valuation date prior to the final valuation date, they will cease to be outstanding and you will not receive the premium applicable to any later valuation date. Premium: The premium applicable to each valuation date will be determined on the pricing date and will be at least the percentage indicated below. The premium may be significantly less than the appreciation of the underlying from the pricing date to the applicable valuation date. •May 26, 2027: 10.50% of the stated principal amount •April 26, 2028: 21.00% of the stated principal amount •April 26, 2029: 31.50% of the stated principal amount Payment at maturity: If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold: § If the final underlying value is greater than or equal to the initial underlying value: $1,000 + the premium applicable to the final valuation date § If the final underlying value is less than the initial underlying value: $1,000 + ($1,000 × the underlying return) If the securities are not automatically redeemed prior to maturity and the u