Citigroup Global Markets Holdings Inc. filed a 424B2 pricing supplement on July 30, 2026, offering Buffer Securities linked to the worst performing of the Nasdaq-100 index and the State Street Technology Select Sector SPDR ETF, due August 3, 2028.

Key Highlights

  • Issuer and guarantor: Securities are issued by Citigroup Global Markets Holdings Inc. (NYSE: C-PR) and fully and unconditionally guaranteed by Citigroup Inc.
  • Total offering size: $641,000.00 at an issue price of $1,000.00 per security, with proceeds to issuer also stated as $641,000.00 per the filing.
  • Estimated value at pricing: CGMI's proprietary models placed the estimated value at $980.10 per security, below the $1,000.00 issue price.
  • Upside participation rate: 125.00%, capped at a maximum return of $397.00 per security (39.70% of stated principal amount).
  • Buffer percentage: 20.00%, meaning losses begin only when the worst performing underlying depreciates more than 20.00% from its initial value.
  • Maturity date: August 3, 2028, with a valuation date of July 31, 2028, subject to postponement for market disruption events.
  • No exchange listing: The securities will not be listed on any securities exchange, according to the filing.

Citigroup's Worst-of Buffer Structure: Underlying Terms and Payment Mechanics

According to the pricing supplement, the securities are Medium-Term Senior Notes, Series N (Pricing Supplement No. 2026-USNCH33220), filed pursuant to Rule 424(b)(2) under Registration Statement Nos. 333-293732 and 333-293732-02. The two underlyings are the Nasdaq-100 Index, with an initial underlying value of 28,106.35 and a final buffer value of 22,485.08, and the State Street Technology Select Sector SPDR ETF, with an initial underlying value of $175.73 per share and a final buffer value of $140.584. The filing identifies Citigroup Global Markets Inc. (CGMI), an affiliate of the issuer, as underwriter acting as principal.

The payment at maturity depends entirely on the underlying return of the worst performing of the two underlyings, defined as the one with the lowest return from its initial value to its closing value on the valuation date. If that underlying finishes above its initial value, investors receive $1,000 plus a return amount calculated at the 125.00% upside participation rate, subject to the $397.00 per security cap. If the worst performing underlying finishes at or below its initial value but at or above its final buffer value (80.00% of the initial value), investors receive exactly $1,000. Below the buffer, the filing states investors "will lose 1% of the stated principal amount of your securities for every 1% by which that Depreciation exceeds the buffer percentage."

The filing discloses that CGMI will pay selected dealers a structuring fee of up to $5.00 per security, a Marketing or referral fee of up to $4.00 per security to other service providers, and up to $1.50 per security to electronic platform providers. The filing also notes that "CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines." The securities carry no FDIC insurance and are not bank deposits or bank obligations. All payments are subject to the Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

What Was Disclosed

The 424B2 pricing supplement disclosed key terms of a two-year structured note offering by Citigroup Global Markets Holdings Inc., including underlying initial values, buffer and participation mechanics, fee arrangements, and an estimated security value of $980.10 against a $1,000.00 issue price. Verified against source; unverifiable items removed.