Citigroup Global Markets Holdings Inc. filed a preliminary pricing supplement (424B2) on August 4, 2026, for unsecured Medium-Term Senior Notes linked to the common stock of Generac Holdings Inc., maturing September 6, 2029.

Key Highlights

  • Issuer and guarantor: Securities are issued by Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., and fully and unconditionally guaranteed by Citigroup Inc.
  • Digital return: Investors receive a fixed digital return amount of $360.00 per security (36.00% of stated principal) if the final underlying value is greater than or equal to the initial underlying value at maturity.
  • Principal protection on downside: If Generac Holdings stock closes below the initial underlying value on the valuation date, investors receive only the $1,000 stated principal amount with no return.
  • Issue price and estimated value: Each security is priced at $1,000.00, but the estimated value on the pricing date is expected to be at least $927.50 per security, according to the filing.
  • Underwriting fee: CGMI receives an underwriting fee of up to $7.50 per security, resulting in minimum proceeds to the issuer of $992.50 per security.
  • Key dates: Pricing date is August 31, 2026; issue date is September 3, 2026; valuation date is August 31, 2029; maturity date is September 6, 2029.
  • No listing or dividends: The securities will not be listed on any securities exchange, and investors will not receive dividends with respect to Generac Holdings stock.

Structure and Terms of the Generac-Linked Digital Securities

According to the preliminary pricing supplement filed under Rule 424(b)(2), Citigroup Global Markets Holdings Inc. is offering Medium-Term Senior Notes, Series N, with CUSIP 17334CGQ1. The securities are described as unsecured debt obligations that do not pay periodic interest. Instead, the payment at maturity depends on whether the closing value of Generac Holdings Inc. common stock on August 31, 2029 is at or above the initial underlying value recorded on the pricing date of August 31, 2026.

The filing states that if the final underlying value is greater than or equal to the initial underlying value, each security pays $1,000 plus the $360.00 digital return amount. If the final underlying value is less than the initial underlying value, each security pays only $1,000, with no additional return. The filing notes that "all payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc." Citigroup Global Markets Inc. (CGMI), an affiliate of the issuer, is acting as underwriter on a principal basis.

The filing discloses that the estimated value of the securities on the pricing date will be at least $927.50 per security, which is less than the $1,000.00 issue price. The filing attributes this difference to CGMI's proprietary pricing models and the issuer's internal funding rate, and states it "is not an indication of actual profit to CGMI" nor of any secondary market price. The filing also notes that CGMI and its affiliates "may profit from expected hedging activity related to this offering, even if the value of the securities declines."

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed the preliminary terms of digital securities linked to Generac Holdings Inc. stock, including the 36.00% fixed digital return, $1,000 principal amount, key dates, estimated value of at least $927.50, underwriting fees, and associated credit and liquidity risks.