Citigroup Global Markets Holdings Inc. filed a 424B2 pricing supplement on August 4, 2026, disclosing terms for Callable Contingent Coupon Equity Linked Securities linked to the worst performing of three major indexes, due July 6, 2029.

Key Highlights

  • Total offering size: $2,141,000.00, with proceeds to the issuer of $2,124,021.87 after underwriting fees.
  • Contingent coupon rate: Approximately 11.30% per annum (0.9417% per stated principal amount per valuation period), paid only if the worst performing underlying closes at or above its coupon barrier value.
  • Barrier level: Each coupon barrier value and final barrier value is set at 70.00% of the respective initial underlying value.
  • Estimated value at pricing: $979.80 per security, below the $1,000.00 issue price, according to CGMI's proprietary pricing models and internal funding rate.
  • Underwriting fee: Up to $10.00 per security, with CGMI acting as underwriter in a principal capacity.
  • Call feature: The issuer may redeem the securities in whole, but not in part, on any of 29 specified potential redemption dates beginning with the payment date related to February 1, 2027.
  • Principal risk: If the worst performing underlying's final value is below its final barrier value at maturity, investors receive $1,000 plus $1,000 multiplied by that underlying's return, which could be zero.

Terms and Risk Structure of the Linked Securities

According to the pricing supplement, the securities are unsecured debt obligations of Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. (NYSE: C), and are fully and unconditionally guaranteed by Citigroup Inc. The pricing date is July 31, 2026, with an issue date of August 5, 2026, and a stated maturity of July 6, 2029, unless earlier redeemed. The securities are not listed on any securities exchange.

The three underlyings and their initial values as of the pricing date are the Nasdaq-100 Index at 28,274.20, the Russell 2000 Index at 2,931.339, and the S&P 500 Index at 7,489.72. The coupon barrier value and final barrier value for each are set at 70.00% of those initial levels: 19,791.940, 2,051.937, and 5,242.804, respectively. The filing states that investors are exposed to the risks of each underlying and "will be negatively affected by adverse movements in any one of the underlyings," while receiving no dividends or participation in appreciation from any underlying.

The contingent coupon of 0.9417% of the $1,000 stated principal amount is payable on each contingent coupon payment date only if the closing value of the worst performing underlying on the immediately preceding valuation date is greater than or equal to its coupon barrier value. If that condition is not met, no coupon is paid for that period. At maturity, if the worst performing underlying's final value is below its final barrier value, the filing discloses that investors "will receive significantly less than the stated principal amount of your securities, and possibly nothing." 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."

What Was Disclosed

The filing disclosed the full pricing terms of $2,141,000 in callable, contingent coupon equity-linked securities issued by Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., with a maturity of July 6, 2029 and performance linked to the worst of three major equity indexes.