Citigroup Launches Callable Contingent Coupon Equity-Linked Securities Maturing in 2028

Equity-Linked Securities Structure and Terms

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., issued these unsecured debt securities with full unconditional guarantees from the parent company. Each security has a stated principal of $1,000, an issue date of July 29, 2026, and matures on July 27, 2028, barring earlier redemption by the issuer. The product is designed to offer higher periodic payments than traditional debt instruments of similar maturity, contingent on the performance of three major indices.

The underlying indices tracked are the Nasdaq-100 (initial value 28,128.34), Russell 2000 (2,929.999), and S&P 500 (7,411.98) as of the July 24, 2026 pricing date. Payments are based solely on the worst-performing index among these three from the pricing date forward.

Contingent Coupon Payment Details and Barrier Levels

Contingent coupon payments occur on 25 scheduled valuation dates between August 24, 2026, and July 24, 2028. On each payment date, investors receive 0.9667% of the stated principal—equivalent to roughly 11.60% per annum if all payments are made—provided the worst-performing underlying’s closing value on the preceding valuation date meets or exceeds its coupon barrier. The coupon barrier is set at 70% of each index’s initial value: 19,689.838 (Nasdaq-100), 2,050.999 (Russell 2000), and 5,188.386 (S&P 500).

If the worst-performing index closes below its coupon barrier on any valuation date, no contingent coupon is paid on the subsequent payment date. Thus, contingent coupon payments are conditional and not guaranteed, with investors potentially receiving some, all, or none of these payments over the securities’ life depending on index performance relative to the 70% barrier.

Principal Repayment and Downside Risk at Maturity

At maturity on July 27, 2028, unless previously redeemed, repayment depends on the worst-performing underlying’s final value on July 24, 2028. If this value is at or above the final barrier—60% of the initial index value—investors receive the full $1,000 principal plus any final contingent coupon.

If the final value falls below 60% of the initial value, repayment is reduced proportionally based on the index’s return multiplied by $1,000. For example, a 40% decline results in a $600 repayment per security, while a 50% or greater decline yields $500 or less. The disclosure warns investors they "will receive significantly less than the stated principal amount of your securities, and possibly nothing, at maturity" if the worst-performing index breaches this final barrier, with no contingent coupon payable at maturity in such cases.

Issuer Call Rights and Early Redemption Terms

Citigroup Global Markets Holdings Inc. may call the securities for mandatory redemption on any of 22 designated redemption dates between October 26, 2026, and June 26, 2028, with at least three business days’ notice. Upon call, investors receive $1,000 per security plus any applicable contingent coupon due on that date.

This call feature allows the issuer to terminate the securities early under favorable market conditions but limits investors’ exposure beyond the initial maturity horizon, capping the investment duration at about two years.

Pricing, Underwriting, and Valuation Insights

The securities were issued at $1,000 each, with Citigroup Global Markets Inc. earning a $7.00 underwriting fee per security, resulting in net proceeds of $993.00 per security to the issuer. The offering generated $12,561,000 in gross proceeds, with underwriting fees totaling $87,927 and net proceeds of $12,473,073. Additionally, up to $1.50 per security was payable to electronic platform providers for sales through selected dealers and custodians.

On pricing date, the securities’ estimated value was $985.00 per security, below the $1,000 issuance price. This valuation, derived from the underwriter’s proprietary models and internal funding rates, is not indicative of actual profit or secondary market prices, highlighting inherent issuance costs borne by investors.

Risk Profile and Credit Considerations

Investors accept significant downside risk in exchange for potential higher contingent coupons. They bear exposure to the worst-performing underlying index but do not receive dividends or benefit from index appreciation beyond principal repayment. All payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc., both of which guarantee the securities unconditionally. However, investors face the risk of non-payment if either entity defaults.

The securities may have limited or no liquidity and are not listed on any exchange. They are unsecured and not insured or guaranteed by any governmental agency or bank.

Comparison with Traditional Debt and Suitability for Investors

Compared to conventional Citigroup debt maturing in two years, which typically pays fixed semi-annual coupons, these equity-linked securities offer contingent coupons of approximately 11.60% annually, conditional on index performance. This introduces uncertainty in income and principal repayment, making them suitable only for investors willing to accept the risk of receiving lower yields or significant principal loss.

The disclosure emphasizes that investors must accept that actual yields may be lower than conventional debt yields and that maturity value may be substantially less than the stated principal, potentially zero.

Valuation Dates and Payment Schedule

The securities include 25 monthly valuation dates from August 24, 2026, through July 24, 2028, with payment dates typically three business days later. Valuation dates may be postponed due to market holidays or disruptions. This schedule provides frequent performance assessments and payment determinations but requires investors to monitor multiple dates over two years.

Hedging Activities and Potential Affiliate Gains

Citigroup Global Markets Inc. and affiliates may profit from hedging related to this offering, even if the securities’ value declines. This indicates that the underwriter may engage in derivative transactions to offset risk, potentially generating profits independent of security performance, which investors should consider.

Regulatory Filings and Offering Details

The pricing supplement was filed with the SEC on July 28, 2026, under Rule 424(b)(2), as part of registered offerings under Registration Statement Nos. 333-293732 and 333-293732-02. Investors are advised to review accompanying product, underlying, prospectus supplements, and prospectus dated February 25, 2026. The securities carry CUSIP 17334C4Z4 and ISIN US17334C4Z48.

Citibank, N.A. acts as paying agent, handling payments and maturity redemptions. The disclosure notes that neither the SEC nor any state securities commission has approved or disapproved the securities or determined the completeness or truthfulness of offering documents. It further clarifies that these securities are not bank deposits, are uninsured by the FDIC or any government agency, and are not bank obligations or guarantees.