Citigroup Issues $3.78 Million Medium-Term Senior Notes with 5.25% Fixed Rate Through 2033

Fixed Rate Structure and Interest Payment Schedule

The notes issued by Citigroup carry a fixed annual interest rate of 5.25%, with interest payments scheduled semi-annually on January 29 and July 29 of each year, beginning January 29, 2027. The day count convention employed is 30/360 Unadjusted, a standard measure used in many debt securities. Interest payments will be made to registered holders as of the business day preceding each interest payment date, with the exception of the final interest payment due at maturity or upon earlier redemption, which will be paid to those holding the notes on the redemption or maturity date. If any scheduled interest payment date or maturity date falls on a non-business day, the payment will be made on the next succeeding business day without accrual of additional interest.

The interest rate of 5.25% represents the fixed compensation investors will receive throughout the seven-year term of the notes unless the company exercises its redemption option. This rate is locked in from the original issue date of July 29, 2026, through the maturity date. Investors should evaluate whether this coupon rate aligns with current market conditions and their expectations for interest rate movements over the holding period.

Callable Structure and Redemption Terms

Citigroup retained the right to call the notes for mandatory redemption beginning October 29, 2027, which is approximately 27 months into the seven-year term. The company may redeem the notes in whole, but not in part, on any quarterly redemption date falling on the 29th day of January, April, July, or October. Upon redemption, holders will receive 100% of the principal amount plus any accrued and unpaid interest to but excluding the redemption date. The company must provide at least five business days' notice prior to exercising this redemption option.

The callable feature introduces reinvestment risk for investors, particularly in a declining interest rate environment. If Citigroup redeems the notes when market interest rates have fallen below the 5.25% coupon rate, investors will be forced to reinvest the proceeds at lower prevailing rates. The disclosure notes that redemption is more likely to occur when the notes' interest rate exceeds comparable debt securities with a maturity matching the remaining term, effectively limiting the upside for investors if market conditions shift favorably.

Unsecured Senior Debt Characteristics

The notes constitute unsecured senior debt obligations of Citigroup Inc., meaning they are not backed by specific collateral and rank pari passu with other senior unsecured debt of the company. All payments on the notes are subject entirely to the credit risk of Citigroup Inc. The disclosure explicitly states 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.

As unsecured obligations, investors bear the full credit risk of the issuer. Deterioration in Citigroup's financial condition, credit ratings, or market perception of its creditworthiness could adversely affect the market value of the notes and the company's ability to meet interest and principal payments. Investors should monitor Citigroup's financial performance, regulatory developments, and credit ratings throughout the holding period.

Offering Structure and Distribution

The notes were priced on July 27, 2026, at an issue price of $1,000 per note, with an original issue date of July 29, 2026. The total offering comprised 3,777 notes (calculated from total gross proceeds of $3,777,000 divided by $1,000 per note). Citigroup Global Markets Inc., an affiliate of Citigroup Inc., served as the principal underwriter and distributed the securities. The underwriting fee totaled $32,269, representing $12.00 per note on a maximum basis.

The disclosure notes that actual issue prices for eligible institutional investors and investors in fee-based advisory accounts may vary based on market conditions and negotiated pricing, provided that such prices remain within a range of $988.00 to $1,000 per note. Selected dealers received selling concessions of up to $12.00 per note depending on market conditions, with certain dealers potentially forgoing portions or all of the selling concession for sales to eligible institutional investors or fee-based accounts. Net proceeds to Citigroup after underwriting fees totaled $3,744,731.

Registration and Listing Details

The notes are registered under Registration Statement No. 333-293732 and were filed pursuant to Securities and Exchange Commission Rule 424(b)(2) as a pricing supplement. The accompanying prospectus supplement and prospectus are dated February 25, 2026. The notes have been assigned CUSIP number 17292GPR0 and ISIN US17292GPR01 for identification and trading purposes.

The filing discloses that the notes will not be listed on any securities exchange, meaning they will trade in the over-the-counter market. Investors seeking to trade the notes must contact dealers directly, and liquidity may vary compared to exchange-listed securities. The notes will be represented by global securities held on behalf of The Depository Trust Company (DTC) for trading and settlement purposes.

Substitute Issuer Provision

The pricing supplement discloses that any wholly owned subsidiary of Citigroup Inc. may, without the consent of note holders and upon at least 15 business days' notice, assume Citigroup Inc.'s obligations under the notes. In such an event, Citigroup Inc. would be released from its obligations under the notes, subject to certain conditions, including the requirement that Citigroup Inc. fully and unconditionally guarantee all payments under the notes.

This provision provides operational flexibility for Citigroup but does not fundamentally alter the credit profile of the notes because the parent company remains guarantor. Investors should note that the identity of the obligor on the notes could change from the current issuer to a subsidiary, though the guarantee by Citigroup would remain in place.

Key Risk Considerations for Investors

The pricing supplement identifies redemption risk as a significant consideration for investors. The filing notes that it is more likely the company will redeem the notes when the interest rate on the notes exceeds rates that Citigroup would pay on comparable debt securities with a maturity matching the remaining term. In such scenarios, investors will not be able to continue accruing interest to the maturity date and may face reinvestment risk if forced to move proceeds into lower-yielding securities.

Additionally, the disclosure emphasizes that investing in these notes involves risks not associated with conventional fixed-rate debt securities. The relatively long seven-year term exposes investors to greater interest rate risk and credit risk over an extended period. The filing urges investors to consult investment, legal, tax, accounting, and other advisors and to review the risk factors contained in Citigroup's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the SEC.

Citigroup's Affiliate Role in Distribution

Citigroup Global Markets Inc., serving as the principal underwriter, is an affiliate of the issuer, creating a potential conflict of interest in the distribution process. The disclosure acknowledges this relationship and notes that CGMI and its affiliates may profit from hedging activity related to the offering, even if the value of the notes subsequently declines. This hedging activity allows the underwriter to manage its market risk exposure independent of the actual performance of the notes.

The filing references additional information regarding conflicts of interest and the plan of distribution under the heading "General Information—Supplemental information regarding plan of distribution; conflicts of interest" in the pricing supplement. Investors should be aware of these potential conflicts when evaluating the offering and should independently assess whether the terms represent fair value given current market conditions.

Maturity and Payment Mechanics

The notes mature on July 29, 2033, at which time holders will receive $1,000 per note plus any accrued and unpaid interest. Should the maturity date fall on a non-business day, the payment will be made on the next succeeding business day with the same force and effect as if made on the maturity date, without accrual of additional interest. This timing provision ensures predictable cash flows while accommodating standard banking practices regarding business day processing.

Investors holding the notes through maturity will receive their full principal amount regardless of market value fluctuations during the holding period, provided Citigroup does not default on its obligations. However, the callable feature means that early redemption by the issuer is possible, potentially cutting short the stream of interest payments investors would otherwise receive if holding through the scheduled maturity date.