Citigroup Global Markets Holdings Inc. Issues New Autocallable Securities Linked to Major Indices

Overview of the New Securities Offering

Citigroup Global Markets Holdings Inc. has filed a pricing supplement detailing the issuance of medium-term senior notes, designated as Series N. These notes are linked to the performance of the worst performing of three major stock indices: the Dow Jones Industrial Average, the Nasdaq-100 Index, and the Russell 2000 Index. The securities will not pay periodic interest and are subject to unique redemption features based on index performance.

The securities are unsecured debt instruments, meaning they do not have collateral backing them. Instead, they are guaranteed by Citigroup Inc., which adds a layer of credit assurance for investors. However, this structure also means that investors are exposed to the credit risk associated with both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Details on Automatic Early Redemption

One of the key features of these securities is the potential for automatic early redemption. If, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying index is greater than or equal to its initial underlying value, the securities will be automatically redeemed at a premium. This premium is determined based on the specific valuation date.

Investors should note that if the securities are redeemed early, they will not be eligible for any later premiums that may apply to subsequent valuation dates. This characteristic emphasizes the importance of monitoring the performance of the underlying indices closely, as it directly influences the timing and amount of returns.

Understanding the Payment Structure at Maturity

At maturity, if the securities have not been redeemed early, the payment structure is contingent on the final underlying value of the worst performing index. If this value is greater than or equal to its initial value, investors will receive the stated principal amount plus any applicable premium. Conversely, if the final value is below the initial value but above a specified barrier value, investors will receive only the principal amount.

However, if the final underlying value falls below the final barrier value, investors will incur a loss, receiving significantly less than the stated principal amount. This risk factor highlights the potential volatility and downside exposure associated with these securities, which investors need to consider carefully.

Key Terms and Conditions of the Offering

The stated principal amount for each security is $1,000, with a pricing date of July 22, 2026, and an issue date of July 27, 2026. The maturity date is set for July 25, 2031, unless the securities are redeemed early. The securities will not be listed on any securities exchange, which could affect their liquidity.

Investors should also be aware of the underwriting fee associated with the offering, which is $41.25 per security. This fee impacts the net proceeds to the issuer and could influence the overall return on investment. The total proceeds to the issuer from this offering are reported to be $3,133,195.00, which reflects the underwriting fee deducted from the gross proceeds.

Risks Associated with the Investment

Investing in these securities carries several risks not typically associated with conventional debt securities. The most significant risk is the potential for loss if the underlying indices perform poorly. Investors will not receive dividends from the underlying indices and will not benefit from any appreciation in their values.

Additionally, the lack of liquidity is a critical consideration. Since the securities are not listed on any exchange, investors may find it challenging to sell their holdings before maturity. This illiquidity could lead to difficulties in accessing funds or realizing gains, emphasizing the need for a long-term investment horizon.

Impact of Underlying Index Performance

The performance of the underlying indices directly influences the returns on the securities. The worst performing index on each valuation date determines whether the securities will be redeemed early and the amount paid at maturity. As such, fluctuations in the market can significantly affect the investment outcome.

Investors are encouraged to stay informed about market trends and the performance of the Dow Jones Industrial Average, Nasdaq-100, and Russell 2000 indices. Understanding the factors that influence these indices can provide valuable insight into the potential performance of the securities.

Investor Considerations and Strategy

Before investing in these securities, potential investors should evaluate their risk tolerance and investment strategy. The unique structure of these notes, including the lack of guaranteed interest payments and the potential for loss, may not align with all investors' objectives.

It is advisable for investors to consult with financial advisors to assess whether this investment fits within their broader portfolio strategy. Given the complexities associated with the securities, a thorough understanding of the terms and conditions is essential for making informed investment decisions.

Conclusion on the New Securities Offering

The issuance of medium-term senior notes by Citigroup Global Markets Holdings Inc. represents a distinctive investment opportunity linked to major stock indices. While the potential for automatic early redemption and premium payments may attract some investors, the associated risks and lack of liquidity must be carefully weighed.

As with any investment, thorough due diligence is crucial. Investors should remain vigilant regarding the performance of the underlying indices and consider their own financial goals and risk profiles before proceeding with this investment.