Citigroup Global Markets Issues Medium-Term Senior Notes Due September 2027 With 4.30% Fixed Rate

Debt Structure and Maturity Details

The notes issued by Citigroup Global Markets Holdings Inc. represent unsecured debt securities with a stated principal amount of $1,000 per note and a maturity date of September 3, 2027, approximately one year from the pricing date. The payment at maturity will include the full $1,000 principal per note plus any accrued and unpaid interest. Should the maturity date fall on a day that is not a business day, payment will be made on the next succeeding business day without additional interest accruing as a result of the delayed payment.

The original issue date for these notes is August 3, 2026, five days after the pricing date of July 29, 2026. This structure follows standard market practice in debt offerings where pricing occurs in advance of the actual settlement and issuance. The notes are identified by CUSIP 17291W4B4 and ISIN US17291W4B46 for trading and record-keeping purposes.

Interest Payment Schedule and Rate Structure

The notes carry a fixed interest rate of 4.30% per annum from and including the original issue date through the maturity date. Interest will be calculated using the 30/360 Unadjusted day count convention, a standard methodology in fixed-income markets. Three interest payments are scheduled: February 3, 2027, August 3, 2027, and the maturity date itself of September 3, 2027.

Interest payments will be made to registered note holders as of the close of business on the business day preceding each interest payment date, except for the final interest payment at maturity, which will be paid to those holding the notes on the maturity date. The definition of business day for this offering is any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close.

Guarantee Structure and Credit Risk Considerations

All payments due on the notes, including both principal and interest, are fully and unconditionally guaranteed by Citigroup Inc., the parent company of the issuer. This guarantee structure means that investors have recourse to both the issuer, Citigroup Global Markets Holdings Inc., and the parent guarantee from Citigroup Inc. in the event of payment obligations. Nevertheless, the disclosure materials note that all payments on the notes are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., as the notes are unsecured obligations.

The filing identifies credit risk as a material factor affecting the notes. The value of the notes will be affected by changes in the market's perception of the creditworthiness of either entity. Any decline or anticipated decline in the credit ratings of Citigroup Global Markets Holdings Inc. or Citigroup Inc., or any increase or anticipated increase in credit spreads, would likely adversely affect the value of the notes. Investors are advised to evaluate Citigroup Inc.'s financial condition by reviewing its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.

Secondary Market and Trading Limitations

The notes will not be listed on any securities exchange. The disclosure indicates that there may be little or no secondary market for the notes, as they are not exchange-traded instruments. Citigroup Global Markets Inc. (CGMI), the underwriter and an affiliate of the issuer, currently intends to make a secondary market in the notes and to provide an indicative bid price on a daily basis. However, any such indicative bid price will be determined at CGMI's sole discretion, taking into account prevailing market conditions and other relevant factors.

CGMI's indicative bid pricing will not represent a commitment that the notes can be sold at that price or at all. The underwriter may suspend or terminate its market-making activity and provision of indicative bid prices without notice, at any time and for any reason. If CGMI suspends or terminates its market-making efforts, there may be no secondary market for the notes at all, as CGMI is likely to be the only broker-dealer willing to purchase notes from investors prior to maturity. Consequently, investors must be prepared to hold these notes until their September 2027 maturity date.

Pricing and Underwriting Fee Structure

The issue price per note is $1,000.00. However, the filing discloses that the issue price for eligible institutional investors and investors purchasing notes in fee-based advisory accounts will vary based on then-current market conditions and the negotiated price determined at the time of each sale, provided that such issue price will not be less than $998.00 per note and not more than $1,000 per note. This pricing flexibility reflects a forgone selling concession or underwriting fee with respect to sales to these specific investor categories.

Citigroup Global Markets Inc. is compensated as the underwriter through an underwriting fee of up to $2.00 per note. From this underwriting fee, CGMI allows selected dealers a selling concession of up to $2.00 per note, depending on market conditions relevant to the value of the notes at the time an order is submitted. Dealers who purchase notes for resale to eligible institutional investors or fee-based advisory account holders may forgo some or all selling concessions, and CGMI may forgo some or all of the underwriting fee for sales it makes directly to these investor categories. The specific total proceeds to the issuer were not fully disclosed in the pricing supplement filed.

Temporary Valuation Adjustment in Secondary Markets

The disclosure notes that immediately following issuance, any secondary market bid price provided by CGMI and the value indicated on brokerage account statements prepared by CGMI or its affiliates will reflect a temporary upward adjustment. This temporary adjustment represents a market feature common in certain debt offerings and is designed to reflect initial trading spreads or pricing mechanics in the secondary market.

The amount of this temporary upward adjustment will steadily decline to zero over a specified temporary adjustment period, though the exact duration and magnitude of this adjustment period were not fully detailed in the disclosure provided. Investors should be aware that valuations reflected on account statements immediately after purchase may include this temporary adjustment factor, which will gradually dissipate over time as the notes approach their maturity date.

Regulatory Registration and Securities Compliance

This preliminary pricing supplement was filed pursuant to Rule 424(b)(2) under the Securities Act of 1933, with registration statement numbers 333-293732 and 333-293732-02. The filing indicates that a registration statement relating to these notes has been filed with the Securities and Exchange Commission. The disclosure document is dated July 29, 2026, and is marked as subject to completion, indicating that final pricing and other terms may be adjusted prior to the definitive closing of the offering.

The prospectus supplement and prospectus accompanying this pricing supplement are both dated February 25, 2026, and together provide comprehensive information about the notes and the issuer's debt program. The SEC has neither approved nor disapproved of the notes or determined that the pricing supplement and accompanying documents are truthful or complete. Neither the Securities and Exchange Commission nor any state securities commission has taken any action with respect to this offering.

Important Investor Protections and Disclaimers

The filing emphasizes that the notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of or guaranteed by a bank, despite being issued by a subsidiary of a major financial institution. Investors are advised that all payments on the notes are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and the parent guarantee from Citigroup Inc. The notes represent unsecured obligations of the issuer and are subject to the same risks as other unsecured debt securities.

The disclosure materials urge investors to consult their investment, legal, tax, accounting, and other advisors before deciding to invest in the notes. The filing notes that CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the notes declines. This potential for profit from hedging activities exists independently of whether investors in the notes experience gains or losses on their investments.

Conflict of Interest Considerations

Citigroup Global Markets Inc. serves as the underwriter of this offering and is an affiliate of the issuer, Citigroup Global Markets Holdings Inc. This relationship creates a potential conflict of interest, as the underwriter and issuer are related entities within the Citigroup corporate structure. The underwriter will receive compensation through underwriting fees and may profit from secondary market activities and hedging, creating financial incentives that may not align directly with investor interests in maximizing the value of their note holdings.

The conflict of interest is disclosed in the pricing supplement under the section titled "General Information—Supplemental information regarding plan of distribution; conflicts of interest." Investors should carefully review this disclosure and consider the implications of the underwriter's affiliation with the issuer when evaluating their investment decision. The arrangement means that CGMI's secondary market-making activity, pricing of notes, and other functions are conducted by an affiliate of the issuer rather than by an independent third party.