Citigroup Inc. filed a free writing prospectus on October 19, 2026, disclosing the terms of a €1,500,000,000 offering of 4.135% Fixed Rate / Floating Rate Callable Senior Notes due October 26, 2030, traded on October 19, 2026 and settling October 26, 2026.

Key Highlights

  • Par Amount: €1,500,000,000 in senior notes, offered at a public offering price of 100.000%.
  • Fixed Rate Period: 4.135% annual coupon, payable annually on October 26, from 2027 through October 25, 2029.
  • Floating Rate Period: Beginning October 26, 2029, quarterly payments at three-month EURIBOR plus 0.795% until maturity or earlier redemption.
  • Net Proceeds: €1,496,250,000 before expenses, according to the filing.
  • Ratings: A3 / BBB+ / A (Moody's / S&P / Fitch), each with Stable, Stable, or Positive outlooks as disclosed.
  • Issuer Call Option: Notes are callable in whole or in part on or after April 26, 2027, at a make-whole price, and callable at par on October 26, 2029, or on or after September 26, 2030.
  • Listing: Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange.

Citigroup's €1.5 Billion Euro-Denominated Note Offering: Terms and Structure

According to the filing, Citigroup Inc. is issuing €1,500,000,000 aggregate principal amount of 4.135% Fixed Rate / Floating Rate Callable Senior Notes due 2030, under its Registration Statement on Form S-3 No. 333-293732. The trade date is October 19, 2026, with settlement scheduled for October 26, 2026 (T+5 days). The notes are SEC-registered and will settle through Euroclear and Clearstream. Minimum denominations are €100,000, with multiples of €1,000 in excess thereof, and governing law is the State of New York.

The filing describes a two-phase interest structure. During the fixed rate period, from the settlement date through October 25, 2029, the notes pay 4.135% annually, using an Actual/Actual (ICMA) day count. During the floating rate period beginning October 26, 2029, the coupon converts to three-month EURIBOR plus 0.795%, paid quarterly on January 26, April 26, July 26, and October 26, using an Actual/360 day count. The floating rate interest determination date is the second TARGET business day prior to each interest payment date during that period. The re-offer spread versus mid-swaps is mid-swaps plus 70 basis points, and the re-offer spread versus the reference Bund benchmark is 3.158 plus 97.7 basis points.

The filing discloses multiple redemption options available to the issuer. Citigroup may redeem the notes in whole or in part on or after April 26, 2027, and prior to October 26, 2029, at a make-whole redemption price (make-whole spread of 15 basis points). The notes may also be redeemed in whole on October 26, 2029, at par, or in whole or in part on or after September 26, 2030, at par. Additionally, a tax redemption provision allows full redemption at par if U.S. tax law changes impose withholding or reporting requirements on payments to non-U.S. persons. Citigroup Global Markets Limited acted as sole book manager, with a broad syndicate of joint lead managers and co-managers. Sales to investors in Italy, Belgium, Sweden, Slovakia, Poland, and Liechtenstein are noted as prohibited.

What Was Disclosed

Citigroup Inc. disclosed the full pricing terms of a €1,500,000,000 callable senior note offering due 2030, including fixed and floating coupon rates, net proceeds of €1,496,250,000 before expenses, issuer call provisions, credit ratings, listing plans, and syndicate details.