\nCitigroup Global Markets Inc. (\u201cCGMI<\/b>\u201d), an indirect wholly-owned subsidiary of Citigroup Inc. (\u201cCitigroup<\/b>\u201d), today announced the early tender results 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 \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 in the offer to purchase, dated April 22, 2026 (the \u201cOffer to Purchase<\/b>,\u201d as may be amended or supplemented from time to time) 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<\/b><\/p>\n Priority<\/b><\/p>\n Level<\/b><\/p>\n<\/td>\n | \n | \n Title of<\/b><\/p>\n Security<\/b><\/p>\n<\/td>\n | \n | \n CUSIP \/ ISIN<\/b><\/p>\n<\/td>\n | \n | \n Exchange<\/b><\/p>\n Listing<\/b><\/p>\n<\/td>\n | \n | \n Aggregate<\/b><\/p>\n Principal<\/b><\/p>\n Amount<\/b><\/p>\n Outstanding<\/b><\/p>\n<\/td>\n | \n | \n Aggregate<\/b><\/p>\n Principal<\/b><\/p>\n Amount<\/b><\/p>\n Tendered at<\/b><\/p>\n Early Tender<\/b><\/p>\n Date<\/b><\/p>\n<\/td>\n<\/tr>\n \n1<\/p>\n<\/td>\n \n4.650%<\/p>\n \nNotes due<\/p>\n \n2048<\/p>\n<\/td>\n \n172967MD0 \/ US172967MD09<\/p>\n<\/td>\n \nNone<\/p>\n<\/td>\n \n$2,500,000,000<\/p>\n<\/td>\n \n$984,149,000<\/p>\n<\/td>\n<\/tr>\n \n2<\/p>\n<\/td>\n \n4.281%<\/p>\n \nFixed<\/p>\n \nRate\/Floating<\/p>\n \nRate<\/p>\n \nCallable<\/p>\n \nSenior Notes<\/p>\n \ndue 2048<\/p>\n<\/td>\n \n172967LJ8 \/ US172967LJ87<\/p>\n<\/td>\n \nLuxembourg<\/p>\n \nStock<\/p>\n \nExchange<\/p>\n<\/td>\n \n$1,000,000,000<\/p>\n<\/td>\n \n$367,131,000<\/p>\n<\/td>\n<\/tr>\n \n3<\/p>\n<\/td>\n \n2.904%<\/p>\n \nFixed<\/p>\n \nRate\/Floating<\/p>\n \nRate Notes<\/p>\n \ndue 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 \n$745,208,000<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \nThe 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.<\/p>\n \nCGMI has been advised by Global Bondholder Services Corporation, the depositary and information agent for the Notes, that the principal amount for each series of Notes, as set forth in the table below, has been validly tendered on or prior to 5:00 p.m., New York City time, on May 5, 2026 (the \u201cEarly Tender Date<\/b>\u201d) and not validly withdrawn prior to 5:00 p.m., New York City time, on May 5, 2026 (the \u201cWithdrawal Date<\/b>\u201d).<\/p>\n \nAll Notes validly tendered and not validly withdrawn on or before the Early Tender 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). Notes of a series will be subject to proration, as described in the Offer to Purchase, if the aggregate principal amount of the Notes of such a series validly tendered would cause the Waterfall Cap to be exceeded. All Notes not accepted for purchase as a result of proration will be rejected from the Offers and returned to the tendering holder. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn on or before the Early Tender Date exceeded the Waterfall Cap, holders who validly tender Notes following the Early Tender Date but on or before the expiration of the Offers at 5:00 p.m., New York City time, on May 20, 2026 (the \u201cExpiration Date<\/b>\u201d), will not have any of their Notes accepted for purchase.<\/p>\n \nCGMI\u2019s 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\u2019s discretion, of certain conditions, which are more fully described in the Offer to Purchase.<\/p>\n \nThe consideration paid in the Offers for each series of Notes validly tendered and not validly withdrawn and accepted for purchase will be determined in the manner described in the Offer to Purchase (the \u201cTotal Consideration<\/b>\u201d).Subject to the terms and conditions set forth in the Offer to Purchase, holders of Notes that were validly tendered on or prior to the Early Tender Date and accepted for purchase shall be entitled to receive the applicable Total Consideration, which includes an early tender premium of $50 per $1,000 principal amount of Notes accepted for purchase (the \u201cEarly Tender Premium<\/b>\u201d).<\/p>\n \nThe Total Consideration will be determined 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 Offers, the \u201cReference Yield Determination Date<\/b>\u201d). CGMI expects to issue a press release after the Total Consideration has been determined to announce the Total Consideration payable, amounts accepted (subject to the Waterfall Cap), and proration factors (as applicable) in connection with the Offers.<\/p>\n \nPayment 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. The settlement date for Notes accepted for purchase in connection with the Early Tender Date is expected to be May 11, 2026 (the \u201cEarly Settlement Date<\/b>\u201d). 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).<\/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 \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\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\/20260506336933\/en\/<\/a><\/span><\/p>\n \nMedia Contact: \nFixed 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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