Citigroup Global Markets Holdings Inc. filed a 424B2 pricing supplement on July 31, 2026, for a structured note offering of Buffer Securities linked to the S&P 500 Futures Excess Return Index, due August 5, 2031, with a total offering size of $65,000 and an upside participation rate of 175.00%.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; all payments are fully and unconditionally guaranteed by Citigroup Inc. (NYSE: C).
  • Stated principal and pricing: Each security carries a stated principal amount of $1,000, priced on July 31, 2026, with an issue date of August 5, 2026.
  • Estimated value below issue price: The filing discloses an estimated value of $940.50 per security on the pricing date, compared with the $1,000.00 issue price.
  • Upside participation rate: Investors receive 175.00% of any appreciation in the underlying from the initial underlying value of 598.42.
  • Buffer protection: A 20.00% buffer applies to depreciation; the final buffer value is set at 478.736, which is 80.00% of the initial underlying value.
  • Underwriting fee: Citigroup Global Markets Inc. (CGMI) receives up to $11.25 per security, with proceeds to the issuer of $988.75 per security.
  • No exchange listing: The securities will not be listed on any securities exchange, according to the filing.

Citigroup Global Markets Holdings Buffer Securities: Key Terms and Structure

According to the pricing supplement, the securities are Medium-Term Senior Notes, Series N, bearing CUSIP 17332Y4T2 and ISIN US17332Y4T28. They are unsecured obligations of Citigroup Global Markets Holdings Inc. and do not pay interest or repay a fixed principal at maturity. Instead, the payment at maturity depends entirely on the performance of the S&P 500 Futures Excess Return Index between the pricing date (July 31, 2026) and the valuation date (July 31, 2031). The underlying, as the filing explains, "tracks futures contracts on the S&P 500 Index and is expected to underperform the total return performance of the S&P 500 Index because of an implicit financing cost."

The filing sets out three payment scenarios at maturity. If the final underlying value exceeds the initial underlying value of 598.42, investors receive $1,000 plus a return amount equal to $1,000 multiplied by the underlying return and the 175.00% upside participation rate. If the underlying declines but remains at or above the final buffer value of 478.736, investors receive $1,000. If the underlying falls below the final buffer value, investors lose 1% of the stated principal for every 1% of depreciation beyond the 20.00% buffer percentage. The filing notes that investors must also "forgo any dividends with respect to the underlying."

The total offering size was $65,000, generating $325.00 in underwriting fees to CGMI and $64,675.00 in proceeds to the issuer. The filing also states that CGMI will pay up to $2.00 per security to electronic platform providers where applicable. All payments on the securities are described as subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The securities are not bank deposits and are not insured by the FDIC or any other governmental agency, according to the filing.

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed the pricing terms for Buffer Securities linked to the S&P 500 Futures Excess Return Index, including a 175.00% upside participation rate, a 20.00% buffer, a $940.50 estimated value against a $1,000 issue price, and a maturity date of August 5, 2031.