NEW YORK--(BUSINESS WIRE)--Apr. 22, 2026-- Citigroup Global Markets Inc. (“CGMI”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), today announced the commencement of offers 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 $1,250,000,000 cap on the aggregate Total Consideration (as defined below) and Tender Offer Consideration (as defined below) 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.” The Notes had an aggregate principal amount outstanding of approximately $4,750,000,000 as of April 21, 2026.

The Offers are being made pursuant to the offer to purchase, dated April 22, 2026 (the “Offer to Purchase,” as may be amended or supplemented from time to time), which sets forth in more detail the terms and conditions of the Offers.

The Offers will expire at 5:00 p.m., New York City time, on May 20, 2026, unless extended or earlier terminated (such date and time, as the same may be extended with respect to the Offers, the “Expiration Date”).

Subject to the terms and conditions set forth in the Offer to Purchase, holders of Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on May 5, 2026, unless extended (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Early Tender Date”) and 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”), which includes an early tender premium of $50 per $1,000 principal amount of Notes (the “Early Tender Premium”). The Total Consideration will be equal to the price, determined in accordance with standard market practice, as described in the Offer to Purchase, that equates to a yield to the applicable Calculation Date equal to the applicable fixed spread specified for each such series of Notes over the applicable yield, which shall be based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above at 10:00 a.m., New York City time, on May 6, 2026 (subject to certain exceptions set forth in the Offer to Purchase, such time and date, as the same may be extended with respect to such Offer, the “Price Determination Date”).

Subject to the terms and conditions set forth in the Offer to Purchase, holders of a series of Notes that are validly tendered after the Early Tender Date but on or before the Expiration Date and accepted for purchase will receive only the applicable tender offer consideration per $1,000 principal amount of Notes accepted for purchase, which is equal to the Total Consideration applicable to that series of Notes minus the Early Tender Premium (the “Tender Offer Consideration”).

Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on May 5, 2026, unless extended (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Withdrawal Date”), but not thereafter.

Subject to the satisfaction or waiver of the conditions of the Offers, the “Acceptance Priority Procedures” will operate as follows:

• first, if the aggregate Total Consideration of all Notes validly tendered by holders at or prior to the applicable Early Tender Date does not exceed the Waterfall Cap, then CGMI will accept all such Notes. However, if the aggregate Total Consideration of all Notes validly tendered at or prior to the applicable Early Tender Date by holders exceeds the Waterfall Cap (subject to any increase in such Waterfall Cap at CGMI’s discretion), then CGMI will (i) accept for purchase all validly tendered Notes of each series starting at the highest Acceptance Priority Level (level 1) and moving sequentially to Notes of each series having a lower Acceptance Priority Level (the lowest of which is level 3) until the aggregate Total Consideration of all validly tendered Notes of a series, combined with the aggregate Total Consideration of all accepted Notes of series with higher Acceptance Priority Levels, is as close as possible to, but does not exceed the Waterfall Cap, (ii) accept on a prorated basis validly tendered Notes of the series with the next lower Acceptance Priority Level and (iii) not accept for purchase (x) any such Notes of a series with an Acceptance Priority Level below the prorated series or (y) any Notes validly tendered after the applicable Early Tender Date; and
• second, if the Waterfall Cap is not exceeded at the applicable Early Tender Date, CGMI will repeat the steps described in the prior bullet using the Tender Offer Consideration with respect to Notes validly tendered after the applicable Early Tender Date, but at or prior to the applicable Expiration Date, in order to determine the aggregate principal amount of such Notes that CGMI will accept for purchase. All Notes, regardless of Acceptance Priority Level, that are validly tendered at or prior to the applicable Early Tender Date will have priority over any Notes validly tendered after the applicable Early Tender Date.

CGMI reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, to accept for purchase any Notes of a series tendered and not subsequently withdrawn at or prior to the Early Tender Date. Any such notes so accepted will be settled on a date (the “Early Settlement Date”) that will be determined at CGMI’s option and is currently expected to occur on May 11, 2026, subject to all conditions to the Offers having been either satisfied or waived by CGMI. If the Offers are fully subscribed up to the Waterfall Cap as of the Early Tender Date, then any Notes that are validly tendered after the Early Tender Date will not be accepted for purchase.

Irrespective of whether CGMI elects to have an Early Settlement Date, CGMI will purchase any remaining Notes that have been validly tendered on or prior to the Expiration Date and that CGMI chooses to accept for purchase, subject to all conditions to the Offers having been either satisfied or waived by CGMI, promptly following the Expiration Date (the “Settlement Date”). Payment for purchased Notes will include accrued and unpaid interest from, and including, the last interest payment date for the Notes up to, but not including the Early Settlement Date or Settlement Date, as applicable.

Subject to applicable law, CGMI may increase the Waterfall Cap at any time prior to the Settlement Date.

The obligation of CGMI to accept for purchase, and to pay for Notes validly tendered pursuant to the Offers is subject to, and conditional upon, the satisfaction or, where applicable, waiver of a number of conditions described in the Offer to Purchase. CGMI reserves the right, in its sole discretion, to waive any one or more of the conditions at any time.

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.

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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.

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Media Contact:
Danielle Romero-Apsilos
danielle.romeroapsilos@citi.com

Fixed Income Investor Contact:
Peter Demoise
investorrelations@citi.com

Source: Citigroup Inc.