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Citigroup Global Markets Inc. (" CGMI "), an indirect wholly-owned subsidiary of Citigroup Inc. (" Citigroup "), today announced the pricing terms of its previously announced offers, which commenced on April 22, 2026, to purchase for cash the three series of Citigroup notes set forth in the table below (collectively, the " Notes " and each a " series " of Notes), using a "waterfall" methodology under which CGMI will accept Notes in the order of their respective Acceptance Priority Levels specified in the table below, subject to a $1,285,000,000 amended cap on the aggregate Total Consideration (as defined below) and Tender Offer Consideration (as defined in the offer to purchase, dated April 22, 2026 (the " Offer to Purchase ," as may be amended or supplemented from time to time) that CGMI will be obligated to pay (the " Waterfall Cap "). Each offer to purchase a series of Notes is referred to as an " Offer " and all such offers are referred to collectively as the " Offers ." In connection therewith, CGMI further announced that it is amending the Offers to increase the Waterfall Cap from the previously announced amount of $1,250,000,000 to $1,285,000,000. Except for the increase in the Waterfall Cap as described in this press release, no other terms of the Offers have changed. The Notes had an aggregate principal amount outstanding of approximately $4,750,000,000 as of April 21, 2026.
| Acceptance | Title of | CUSIP / ISIN | Exchange | Aggregate | Reference | Bloomberg | Reference | Fixed | Total | |||||||||
| 1 | 4.650% Notes due 2048 | 172967MD0 / | None | $2,500,000,000 | 4.625% UST due Feb 15, 2046 | FIT1 | 5.586% | +65 | $881.68 | |||||||||
| 2 | 4.281% Fixed Rate/Floating Rate Callable Senior Notes due 2048 | 172967LJ8 / | Luxembourg Stock Exchange | $1,000,000,000 | 4.625% UST due Feb 15, 2046 | FIT1 | 5.586% | +65 | $840.00 | |||||||||
| 3 | 2.904% Fixed Rate/Floating Rate Notes due 2042 | 172967NF4 / | None | $1,250,000,000 | 4.625% UST due Feb 15, 2046 | FIT1 | 5.386% | +45 | $741.60 |
| (1) | Per $1,000 principal amount of Notes validly tendered and accepted for purchase |
| (2) | The Total Consideration includes the early tender premium of $50 per $1,000 principal amount of Notes. |
The Offers are being made pursuant to the Offer to Purchase which sets forth in more detail the terms and conditions of the Offers. Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Offer to Purchase.
All Notes validly tendered and not validly withdrawn before 5:00 p.m., New York City time, on May 5, 2026 (the " Withdrawal Date ") having a higher Acceptance Priority Level (as shown in the table above, with 1 being the highest) will be accepted for purchase before any tendered Notes having a lower Acceptance Priority Level (with 3 being the lowest). Because the aggregate principal amount of validly tendered Notes with Acceptance Priority Level 3 would cause the amended Waterfall Cap to be exceeded, such Notes will be accepted on a pro rata basis up to the amended Waterfall Cap, using a proration factor of approximately 19.7% ($146,852,000 aggregate principal amount to be accepted). All Notes with Acceptance Priority Level 3 not accepted for purchase as a result of proration will be rejected from the Offers and returned to the tendering holder.
Subject to the terms and conditions set forth in the Offer to Purchase, holders of Notes who validly tendered on or prior to 5:00 p.m., New York City time, on May 5, 2026 (the " Early Tender Date ") and did not validly withdraw their Notes before the Withdrawal Date and whose Notes were accepted for purchase shall be entitled to receive the total consideration per $1,000 principal amount of Notes calculated in the manner set forth in the Offer to Purchase (the " Total Consideration "). The Reference Yields listed in the table above were determined at 10:00 a.m., New York City time, on May 6, 2026 (the " Reference Yield Determination Date "). The Total Consideration includes an early tender premium of $50 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders and accepted for purchase (the " Early Tender Premium ").
CGMI's obligation to accept for purchase and to pay for the Notes validly withdrawn pursuant to the Offers is subject to the satisfaction or waiver, in CGMI's discretion, of certain conditions, which are more fully described in the Offer to Purchase.
Payment for Notes purchased will include accrued and unpaid interest from, and including, the last interest payment date applicable to the relevant series of Notes up to, but not including, the settlement date for Notes accepted for purchase. The settlement date for Notes accepted for purchase in connection with the Early Tender Date is expected to be May 11, 2026 (the " Early Settlement Date "). The Withdrawal Date for the Offers has now passed. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by CGMI).
Although the Offers are scheduled to expire at 5:00 p.m., New York City time, on May 20, 2026 (the " Expiration Date "), because holders of Notes subject to the Offers validly tendered and did not validly withdraw Notes before the Withdrawal Date for which the aggregate principal amounts exceeded the amended Waterfall Cap, holders who validly tender Notes following the Early Tender Date will not have any of their Notes accepted for purchase.
Global Bondholder Services Corporation has been retained to serve as the depositary and information agent with respect to the Notes.
For additional information regarding the terms of the Offers, please contact CGMI at either (800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests for copies of the Offer to Purchase and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (855) 654-2014 (toll free) or (212) 430-3774 (collect).
None of CGMI, CGMI's board of directors, Citigroup, Citigroup's board of directors, the depositary or the information agent makes any recommendation as to whether any holder of the Notes should tender or refrain from tendering all or any portion of the principal amount of the Notes.
This press release is neither an offer to purchase nor a solicitation to buy any of the Notes, and is not a solicitation for acceptance of any of the Offers. CGMI is making the Offers only by, and pursuant to the terms of, the Offer to Purchase. The Offers are not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase.
United Kingdom. The communication of the Offer to Purchase and any such related documents and/or materials related to the Offers are directed only at (i) persons who are outside the United Kingdom (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the " Order ") or (iii) are high net worth entities, and other persons to whom such documents and materials may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as " relevant persons "). Any investment or investment activity to which the Offer to Purchase relates will only be available to, and engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Offer to Purchase or any of its contents.
Citi is a preeminent banking partner for institutions with cross-border needs, a global leader in wealth management and a valued personal bank in its home market of the United States. Citi does business in more than 180 countries and jurisdictions, providing corporations, governments, investors, institutions and individuals with a broad range of financial products and services.
Additional information may be found at www.citigroup.com | X: @Citi | LinkedIn: www.linkedin.com/company/citi | YouTube: www.youtube.com/citi | Facebook: www.facebook.com/citi
Certain statements in this release, including without limitation the anticipated consummation and successful completion of the Offers (including the satisfaction of the conditions described in the Offer to Purchase), the possible amendment, extension or abandonment of one or more of the Offers, and Citigroup's successful execution of its liability management strategy, are " forward-looking statements " within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainties and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation (i) the level of participation in the Offers and (ii) the precautionary statements included in this release and those contained in Citigroup's filings with the U.S. Securities and Exchange Commission, including without limitation the factors and uncertainties summarized under "Forward‑Looking Statements" in Citigroup's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K") and the factors listed and described under "Risk Factors" in Citigroup's 2025 10-K. Any forward-looking statements made by or on behalf of Citigroup speak only as to the date they are made, and Citigroup does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260506478700/en/
Media Contact:
Danielle Romero Apsilos
danielle.romeroapsilos@citi.com
Fixed Income Investor Contact:
Peter Demoise
investorrelations@citi.com
