\nCitigroup Global Markets Inc. (\u201cCGMI<\/b>\u201d), an indirect wholly-owned subsidiary of Citigroup Inc. (\u201cCitigroup<\/b>\u201d), today announced the commencement of offers to purchase for cash the three series of Citigroup notes set forth in the table below (collectively, the \u201cNotes<\/b>\u201d and each a \u201cseries<\/b>\u201d of Notes), using a \u201cwaterfall\u201d 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 \u201cWaterfall Cap<\/b>\u201d). Each offer to purchase a series of Notes is referred to as an \u201cOffer<\/b>\u201d and all such offers are referred to collectively as the \u201cOffers<\/b>.\u201d The Notes had an aggregate principal amount outstanding of approximately $4,750,000,000 as of April 21, 2026.<\/p>\n
| \n Acceptance Priority Level<\/b><\/p>\n<\/td>\n | \u00a0<\/td>\n | \n Title of Security<\/b><\/p>\n<\/td>\n | \u00a0<\/td>\n | \n CUSIP \/ ISIN<\/b><\/p>\n<\/td>\n | \u00a0<\/td>\n | \n Exchange | \u00a0<\/td>\n | \n Aggregate Principal Amount Outstanding<\/b><\/p>\n<\/td>\n | \u00a0<\/td>\n | \n Maturity Date<\/b><\/p>\n<\/td>\n | \u00a0<\/td>\n | \n First Par Call Date<\/b><\/p>\n<\/td>\n | \u00a0<\/td>\n | \n Calculation Date(1)<\/sup><\/b><\/p>\n<\/td>\n Reference U.S. Treasury Security<\/b><\/p>\n<\/td>\n Bloomberg Reference Page<\/b><\/p>\n<\/td>\n Early Tender Premium<\/b><\/p>\n<\/td>\n Fixed Spread (basis points)<\/b><\/p>\n<\/td>\n<\/tr>\n \n1<\/p>\n<\/td>\n \n4.650% Notes due 2048<\/p>\n<\/td>\n \n172967MD0 \/ US172967MD09<\/p>\n<\/td>\n \nNone<\/p>\n<\/td>\n \n$2,500,000,000<\/p>\n<\/td>\n \n7\/23\/2048<\/p>\n<\/td>\n \n6\/23\/2048<\/p>\n<\/td>\n \nMaturity Date<\/p>\n<\/td>\n \n4.625% UST due Feb 15, 2046<\/p>\n<\/td>\n \nFIT1<\/p>\n<\/td>\n \n$50<\/p>\n<\/td>\n \n+65<\/p>\n<\/td>\n<\/tr>\n \n2<\/p>\n<\/td>\n \n4.281% Fixed Rate\/Floating Rate Callable Senior Notes due 2048<\/p>\n<\/td>\n \n172967LJ8 \/ US172967LJ87<\/p>\n<\/td>\n \nLuxembourg Stock Exchange<\/p>\n<\/td>\n \n$1,000,000,000<\/p>\n<\/td>\n \n4\/24\/2048<\/p>\n<\/td>\n \n4\/24\/2047<\/p>\n<\/td>\n \nFirst Par Call Date<\/p>\n<\/td>\n \n4.625% UST due Feb 15, 2046<\/p>\n<\/td>\n \nFIT1<\/p>\n<\/td>\n \n$50<\/p>\n<\/td>\n \n+65<\/p>\n<\/td>\n<\/tr>\n \n3<\/p>\n<\/td>\n \n2.904% Fixed Rate\/Floating Rate Notes due 2042<\/p>\n<\/td>\n \n172967NF4 \/ US172967NF48<\/p>\n<\/td>\n \nNone<\/p>\n<\/td>\n \n$1,250,000,000<\/p>\n<\/td>\n \n11\/3\/2042<\/p>\n<\/td>\n \n11\/3\/2041<\/p>\n<\/td>\n \nFirst Par Call Date<\/p>\n<\/td>\n \n4.625% UST due Feb 15, 2046<\/p>\n<\/td>\n \nFIT1<\/p>\n<\/td>\n \n$50<\/p>\n<\/td>\n \n+45<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \n(1)<\/p>\n<\/td>\n \nThe \u201cCalculation Date<\/b>\u201d for a series of Notes is the date on which such Notes is assumed to be paid down for purposes of calculating the Total Consideration (as defined herein) in connection with such Notes.<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \nThe Offers are being made pursuant to the offer to purchase, dated April 22, 2026 (the \u201cOffer to Purchase<\/b>,\u201d as may be amended or supplemented from time to time), which sets forth in more detail the terms and conditions of the Offers.<\/p>\n \nThe 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 \u201cExpiration Date<\/b>\u201d).<\/p>\n \nSubject 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 \u201cEarly Tender Date<\/b>\u201d) 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 \u201cTotal Consideration<\/b>\u201d), which includes an early tender premium of $50 per $1,000 principal amount of Notes (the \u201cEarly Tender Premium<\/b>\u201d). 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 \u201cPrice Determination Date<\/b>\u201d).<\/p>\n \nSubject 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 \u201cTender Offer Consideration<\/b>\u201d).<\/p>\n \nNotes 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 \u201cWithdrawal Date<\/b>\u201d), but not thereafter.<\/p>\n \nSubject to the satisfaction or waiver of the conditions of the Offers, the \u201cAcceptance Priority Procedures<\/b>\u201d will operate as follows:<\/p>\n \nCGMI 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 \u201cEarly Settlement Date<\/b>\u201d) that will be determined at CGMI\u2019s 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.<\/p>\n \nIrrespective 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 \u201cSettlement Date<\/b>\u201d). 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.<\/p>\n \nSubject to applicable law, CGMI may increase the Waterfall Cap at any time prior to the Settlement Date.<\/p>\n \nThe 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.<\/p>\n \nGlobal Bondholder Services Corporation has been retained to serve as the depositary and information agent with respect to the Notes.<\/p>\n \nFor 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).<\/p>\n \nNone of CGMI, CGMI\u2019s board of directors, Citigroup, Citigroup\u2019s 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.<\/p>\n \nThis 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.<\/p>\n United Kingdom. <\/i><\/b>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 \u201cOrder<\/b>\u201d) 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 \u201crelevant persons<\/b>\u201d). 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.<\/p>\n \n###<\/p>\n \nCiti 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.<\/p>\n \nAdditional information may be found at www.citigroup.com<\/a> | X: @Citi<\/a> | LinkedIn: www.linkedin.com\/company\/citi<\/a> | YouTube: www.youtube.com\/citi<\/a> | Facebook: www.facebook.com\/citi<\/a><\/p>\n \nCertain 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\u2019s successful execution of its liability management strategy, are \u201cforward-looking statements<\/b>\u201d within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management\u2019s 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\u2019s filings with the U.S. Securities and Exchange Commission, including without limitation the factors and uncertainties summarized under \u201cForward\u2011Looking Statements\u201d in Citigroup\u2019s Annual Report on Form 10-K for the year ended December 31, 2025 (the \u201c2025 10-K\u201d) and the factors listed and described under \u201cRisk Factors\u201d in Citigroup\u2019s 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.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260422399712\/en\/<\/a><\/span><\/p>\n \nMedia Contact: Fixed Income Investor Contact: KEYWORDS:<\/b> New York United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Banking Professional Services Finance<\/p>\n |
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