Citigroup Global Markets Holdings Launches Callable Contingent Coupon Equity Linked Securities Tied to Dollar Tree, Inc.

Overview of Callable Contingent Coupon Equity Linked Securities

Citigroup Global Markets Holdings Inc. has introduced callable contingent coupon equity linked securities, classified as unsecured debt instruments guaranteed by Citigroup Inc. Investors may receive periodic contingent coupon payments that could yield returns higher than traditional debt securities with similar maturities. However, these elevated yields carry significant risks, including the possibility of receiving lower than expected returns.

The securities' value and coupon payments depend on Dollar Tree, Inc.'s stock market performance. The filing specifies that if Dollar Tree’s performance falls below certain thresholds, investors might not receive coupon payments or could experience a maturity value substantially below their initial investment.

Risks and Important Considerations for Investors

Investors should recognize the risks inherent in these callable contingent coupon securities. The filing highlights potential limited or no liquidity, making it difficult to sell the securities on the market. Additionally, the risk of non-payment exists if Citigroup Global Markets Holdings Inc. or Citigroup Inc. defaults.

These securities do not provide dividends or participation in Dollar Tree, Inc.'s equity appreciation, meaning investors benefit solely from coupon payments without capital gains from the underlying stock.

Coupon Payment Terms and Conditions

Coupon payments are contingent on Dollar Tree, Inc.'s performance and are scheduled on specific dates. The contingent coupon rate is 3.0625% of the principal amount per period, annualizing to 12.25%. Payments occur only if Dollar Tree’s closing stock price meets or exceeds the predetermined coupon barrier on valuation dates.

If the closing price falls below this barrier, no coupon payment will be made for that period, emphasizing the performance-dependent nature of this investment and the importance of monitoring Dollar Tree’s stock.

Maturity and Redemption Features

The securities mature on August 1, 2028, unless redeemed earlier by Citigroup Global Markets Holdings Inc. on specified potential redemption dates coinciding with coupon payment dates. Upon redemption, investors receive the $1,000 principal plus any applicable contingent coupon.

This redemption feature offers potential early return of principal depending on market conditions and issuer decisions. However, if not redeemed and the final underlying value is below the final barrier, investors may incur significant losses relative to their initial investment.

Valuation Dates and Performance Monitoring

Key valuation dates include October 27, 2026; January 27, 2027; April 27, 2027; July 27, 2027; October 27, 2027; January 27, 2028; April 27, 2028; and July 27, 2028. These dates may be postponed if they fall on non-trading days or due to market disruptions.

Investors should closely track these dates as Dollar Tree, Inc.'s stock performance on these occasions determines coupon payments and overall returns.

Underwriting and Distribution Details

Citigroup Global Markets Inc. acts as the underwriter and principal for this offering. The underwriting fee is up to $18.50 per security sold, deducted from the total proceeds to cover offering expenses and potential hedging costs.

Selected dealers involved in distribution may receive selling concessions. Investors should consider that underwriting fees and offering structure could impact net investment returns.

Market Influences and Economic Factors

The securities' performance is subject to broader market and economic conditions. Since they are linked to Dollar Tree, Inc., factors such as retail sector trends, consumer spending, and overall economic indicators can affect the underlying asset’s performance.

Additionally, these securities are not listed on any exchange, which may limit liquidity and increase price volatility, further elevating investment risk.

Summary and Investor Guidance

Citigroup Global Markets Holdings Inc.'s callable contingent coupon equity linked securities offer an opportunity for higher yields tied to Dollar Tree, Inc.'s stock performance, balanced by notable risks including potential loss of principal and limited liquidity.

With pricing set for July 27, 2026, and issuance on July 30, 2026, investors should stay informed about Dollar Tree, Inc.'s developments and market conditions to make well-informed decisions regarding this investment.