Citigroup Global Markets Holdings Inc. Issues Medium-Term Senior Notes Tied to Russell 2000 and S&P 500 Indices

Medium-Term Senior Notes Offering Overview

Citigroup Global Markets Holdings Inc. has filed a pricing supplement for its Medium-Term Senior Notes, Series N, designed to deliver returns linked to the Russell 2000 and S&P 500 indices. These notes differ from traditional debt securities as they do not provide periodic interest payments nor guarantee full principal repayment at maturity.

Returns are based on the performance of the worst-performing index at maturity, presenting a distinct investment opportunity with inherent risks if the indices underperform.

Structure and Features of the Securities

The unsecured debt notes are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Returns depend on the appreciation of the worst-performing index from its initial to final value at maturity, multiplied by the upside participation rate.

If the worst-performing index depreciates, investors may face losses. The maximum return per security is capped at $281.00, while the maximum loss is limited to $50.00, highlighting the risk profile of these market-linked securities.

Risks and Investor Considerations

These Medium-Term Senior Notes carry risks distinct from conventional debt securities. Investors must accept the possibility of losing up to the maximum loss if the worst-performing index declines. Additionally, limited or no liquidity may affect the ability to sell before maturity.

All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., underscoring the importance of thorough risk assessment prior to investment.

Offering Terms and Timeline

Each security has a stated principal of $1,000, with a pricing date of July 22, 2026, and an issue date of July 27, 2026. The valuation date to determine the final underlying value is July 24, 2028, which may be postponed under certain conditions.

If the final value of the worst-performing index is less than or equal to its initial value, investors will receive their principal minus depreciation, emphasizing potential losses.

Underwriting and Financial Details

Citigroup Global Markets Inc. serves as the underwriter, charging an underwriting fee of up to $8.00 per security. Net proceeds to the issuer are $992.00 per security after fees.

The total amount raised is $1,595,000.00, reflecting strong interest in these market-linked notes. Investors should consider the impact of fees on overall returns, especially given the capped upside.

Market Performance and Return Potential

Returns depend heavily on the Russell 2000 and S&P 500 indices, with initial values of 2,959.938 and 7,498.96 respectively. Investors must monitor these indices closely, as their movements will determine note performance.

With a 100% upside participation rate, appreciation in the worst-performing index could yield a maximum return of $281.00 per security. Conversely, unfavorable index performance poses a risk of loss.

Investor Guidance and Market Context

Prospective investors should evaluate their risk tolerance and investment objectives. The notes offer equity market exposure with associated risks, including potential depreciation and limited liquidity due to their non-exchange-listed status.

Given current market volatility and uncertainty, monitoring economic indicators and broader trends affecting the Russell 2000 and S&P 500 is advised before investing.

Conclusion and Investment Outlook

The launch of these Medium-Term Senior Notes by Citigroup Global Markets Holdings Inc. provides a distinctive market-linked investment option. However, the risks of loss and limited liquidity necessitate careful consideration.

As the issue date nears, investors must balance potential returns against risks, with the performance of the Russell 2000 and S&P 500 indices playing a decisive role in investment outcomes.