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C 424B2: Shelf registration

Filed with the SEC on · accession 0001918704-26-034702

C filed a 424B2 (prospectus (offering)) with the SEC on Nov 5, 2026. Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked notes linked to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index, and S&P 500 Index, with a stated principal amount of $1,000 per security and a… The stock moved -5.0% by the first close after the filing.

Summary of the filing

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked notes linked to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index, and S&P 500 Index, with a stated principal amount of $1,000 per security and a contingent coupon rate of approximately 7.30% per annum.

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Key details

Stated principal amount per security$1K
Underwriting fee per security$9
Proceeds to issuer per security$991
Estimated value per security$936
IssuerCitigroup Global Markets Holdings Inc.
GuarantorCitigroup Inc.
UnderwriterCitigroup Global Markets Inc.

How C stock reacted

Close before

$124.74

Nov 4, 2026

First close after

-5.04%

$118.45

5 trading days

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Since filing

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Frequently asked questions

What did C file with the SEC on Nov 5, 2026?

C filed a 424B2 (Shelf registration). Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked notes linked to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index, and S&P 500 Index, with a stated principal amount of $1,000 per security and a contingent coupon rate of approximately 7.30% per annum.

What does a shelf registration mean for C stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B2?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B2 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did C stock react to this filing?

C closed at $124.74 before the filing and $118.45 on Nov 5, 2026 (-5.04%).

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