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2030年债券将在（i）从债券发行日起至2029年10月26日（“2030年债券固定利率期”）止，按年利率4.135%支付利息，每年在10月26日支付，从2027年10月26日开始，以及（ii）从2029年10月26日起至2033年10月26日止（“2030年债券浮动利率期”），按年利率等于三个月欧元银行同业拆借利率（以下简称“债券描述–欧元银行同业拆借利率”）加上0.795%，每季度在1月26日、4月26日、7月26日和10月26日支付，从2030年1月26日开始。2033年债券将在（i）从债券发行日起至2032年10月26日（“2033年债券固定利率期”）止，按年利率4.462%支付利息，每年在10月26日支付，从2027年10月26日开始，以及（ii）从2032年10月26日起至2033年10月26日止（“2033年债券浮动利率期”），按年利率等于三个月欧元银行同业拆借利率加上1.077%，每季度在1月26日、4月26日、7月26日和10月26日支付，从2033年1月26日开始。

花旗银行可在（i）2027年4月26日或之后任何时候或在2029年10月26日之前，随时全部或部分赎回2030年债券（如果在2026年10月26日之后发行了额外的2030年债券，则从该额外债券的发行日起六个月后开始），（ii）在2029年10月26日全部赎回，但不能部分赎回，以及（iii）在2030年9月26日或之后任何时候或随时全部或部分赎回，按以下“债券描述”中所述的适用赎回价格。花旗银行可在（i）2027年4月26日或之后任何时候或在2032年10月26日之前，随时全部或部分赎回2033年债券（如果在2026年10月26日之后发行了额外的2033年债券，则从该额外债券的发行日起六个月后开始），（ii）在2032年10月26日全部赎回，但不能部分赎回，以及（iii）在2033年9月26日或之后任何时候或随时全部或部分赎回，按以下“债券描述”中所述的适用赎回价格。此外，如果涉及美国税收的变化可能要求花旗银行支付额外金额，如随附的招股说明书中“债务证券描述–支付额外金额”和“–因税收原因赎回”中所述，花旗银行可在到期前赎回债券。

除非在下文“承销-销售限制”中另有说明，这些票据将在全球范围内向美国、欧洲、亚洲及其他允许此类销售的地区发售。将申请将这些票据在卢森堡证券交易所的监管市场上市，但花旗公司无法保证这些票据会获得上市批准，也无需维持该上市。详见下文“票据描述—上市”。

投资这些票据涉及多项风险。详见第S-4页的“风险因素”部分，其中描述了与这些票据相关的具体风险，以及我们在截至2025年12月31日的年度报告10-K表中“风险因素”下列出和描述的因素，以及在本招股说明书补充文件和附带招股说明书中的其他信息，在做出投资决策前请仔细阅读。

证券交易委员会或任何州证券委员会或卢森堡证券交易所均未批准或否决这些票据，也未确定本招股说明书补充文件或附带招股说明书是否真实或完整。与此相反的任何陈述均属刑事犯罪。

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	2030年每份票据		总计			2033年每份票据	总计
公开发行价格		100.000%		€	1,500,000,000		100.000%	€	1,250,000,000
承销折扣		0.250%		€	3,750,000		0.325%	€	4,062,500
花旗公司（在费用前）的收益		99.750%		€	1,496,250,000		99.675%	€	1,245,937,500

这些票据的利息将自2026年10月26日起开始计算。扣除费用后的花旗公司合计净收益预计约为27.417425亿欧元。

承销商在各种条件下提供这些票据。承销商预计这些票据将于2026年10月26日左右以簿记方式仅通过Euroclear和Clearstream的设施交付给投资者。

这些票据不是存款或储蓄账户，而是花旗公司的无担保债务义务。这些票据未由联邦存款保险公司或任何其他政府机构或机关投保。

花旗公司



	联合首席经理

巴克莱	BBVA	BMO资本市场

CaixaBank	商业银行	德意志银行

DZ金融市场有限公司	第一集团	IMI – 意大利联合圣保罗银行

劳埃德证券	MUFG	NATIXIS

加拿大国家银行资本市场	野村证券	PNC资本市场有限公司

加拿大丰业银行资本市场	奥地利商业银行国际	桑坦德银行

加拿大丰业银行	三井住友银行	法国巴黎银行企业与投资银行业务

标准渣打银行	瑞典银行	TD证券

瑞银投资银行		联合信贷银行

	联合管理人

澳大利亚国民银行证券	法国巴黎银行	中国建设银行（亚洲）

澳大利亚国家银行有限公司	阿联酋国家商业银行资本	英国国民西敏寺银行

Nykredit	加拿大丰业资本市场	德杰隆资本市场

澳大利亚联邦银行	西太平洋银行公司	新加坡华侨银行

	星展银行

2026年10月 19日


	页码

招股说明书补充
前瞻性声明		S-3
风险因素		S-4
债券描述		S-5
承销		S-9
利益冲突		S-11
法律意见		S-14

招股说明书
招股说明书摘要		1
前瞻性声明		8
与浮动利率债务证券相关的风险因素		8
花旗集团有限公司		12
收益用途与对冲		15
欧洲货币联盟		16
债务证券的描述		16
美国联邦所得税考虑		49
货币兑换和影响以外国货币计价债务证券的外汇风险		56
普通股票认股权证的描述		58
指数认股权证的描述		60
股份的描述		63
优先股的描述		80
存托股份的描述		83
股票购买合同和股票购买单位的描述		86
发行计划		87
关于ERISA的考虑		90
法律事项		92
专家		92

S-i

我们对本招股说明书补充材料及附带招股说明书以及我们准备或授权的任何相关自由书写招股说明书中的信息及引用的信息负责。我们和承销商均未授权任何人向您提供任何其他信息，我们对其他人可能向您提供的任何其他信息不承担任何责任。您不应假定本招股说明书补充材料或附带招股说明书中的信息，以及花旗公司此前向证券交易委员会提交并在此引用的信息，除相关文件的日期外，其他日期的信息都是准确的。花旗公司和承销商均不在此提供任何地方出售这些票据的要约。

卢森堡证券交易所不对本文件的内容负责，不对它的准确性或完整性作出任何陈述，并明确声明对因依赖本招股说明书补充材料和附带招股说明书的全部或部分内容而产生的任何损失概不负责。

在某些司法管辖区，分发或持有本招股说明书补充材料和附带招股说明书可能受到法律限制。本招股说明书补充材料和附带招股说明书传到某人手中的，花旗公司和承销商要求该人自行了解并遵守任何此类限制，花旗公司或任何承销商对此不承担任何责任。参见“承销”。

与该问题相关，花旗环球金融有限公司作为稳定经理（或代表稳定经理行事的人）可能超额分配凭证或进行交易，以期在高于可能存在的水平之上支持凭证的价格，但在此过程中，稳定经理应作为交易方而非花旗公司的代理行事。然而，可能不会进行稳定操作。任何稳定操作可在充分公开披露凭证条款的日期之后开始，并且如果开始，可在任何时间停止，但必须在凭证发行日后30天内或凭证配售日后60天内结束。此类稳定操作应符合所有适用的法律和规则。因任何超额分配或稳定操作而产生的任何损失或收益将由稳定经理自行承担。

禁止向EEA零售投资者销售。这些凭证并非旨在向欧洲经济区（“EEA”）的任何零售投资者提供、出售或以其他方式提供，且不应向EEA的任何零售投资者提供、出售或以其他方式提供。就本目的而言，零售投资者是指符合以下条件之一（或多个）的人：(i) 根据2014/65/EU号指令第4(1)条第(11)点定义的零售客户（“MiFID II”），或(ii) 根据（EU）2016/97号指令（“保险销售指令”）定义的客户，且该客户不符合MiFID II第4(1)条第(10)点定义的专业客户。因此，为向EEA的零售投资者提供或出售凭证或以其他方式提供凭证而根据（EU）No 1286/2014号条例（经修订，称为“PRIIPs条例”）要求的关键信息文件并未准备，因此根据PRIIPs条例，向EEA的任何零售投资者提供或出售凭证或以其他方式提供凭证可能是非法的。

这些凭证不得在意大利、比利时、瑞典、斯洛伐克、波兰和列支敦士登向公众发行。

欧盟MiFID II产品治理/仅针对专业投资者和ECP的目标市场 – 仅为制造商的产品批准流程目的，关于凭证的目标市场评估得出的结论是：(i) 凭证的目标市场仅为合格交易对手和专业客户，各自根据2014/65/EU号指令（经修订，“欧盟MiFID II”）定义；以及(ii) 向合格交易对手和专业客户分发凭证的所有渠道都是适当的。任何随后提供、出售或推荐凭证（“分销商”）的人应考虑制造商的目标市场评估；然而，受欧盟MiFID II约束的分销商应负责就凭证进行自己的目标市场评估（通过采用或改进制造商的目标市场评估）并确定适当的分发渠道。

S-1

禁止向英国零售投资者销售。这些说明不旨在向英国的任何零售投资者（“英国”）提供、出售或以其他方式提供，也不应向英国的任何零售投资者提供、出售或以其他方式提供。就本文件而言，零售投资者是指符合以下条件之一（或两者）的个人：(i) 不是根据《欧盟2014年600/2014号条例》第2(1)条第(8)点定义的专业客户，该条例根据《欧洲联盟（退出）法案2018年》（经修订，以下简称“EUWA”）成为英国国内法的一部分；或 (ii) 不是根据《2024年公开发行和上市交易条例》（“POATRs”）第15条定义的合格投资者。因此，没有为根据英国金融行为监管局（FCA）产品披露指南（“DISC”）向英国的零售投资者提供、出售或分发这些说明或以其他方式提供这些说明所需的关键信息文件。因此，根据DISC和《2024年消费者综合投资（指定活动）条例》，向英国的任何零售投资者提供、出售或以其他方式提供这些说明可能属于违法行为。

英国MiFIR产品治理/ 仅限专业投资者和ECPs的目标市场— 仅为每个制造商的产品批准流程之目的，关于这些说明的目标市场评估得出的结论是：(i) 这些说明的目标市场仅为根据英国金融行为监管局（FCA）《业务行为指南》（“COBS”）定义的合格交易对手，以及根据《欧盟2014年600/2014号条例》定义的专业客户，该条例根据《欧洲联盟（退出）法案2018年》（经修订，以下简称“EUWA”）成为英国国内法的一部分（“英国MiFIR”）；以及 (ii) 向合格交易对手和专业客户分发这些说明的所有渠道都是适当的。随后提供、出售或推荐这些说明（“分销商”）的人应考虑制造商的目标市场评估；然而，受英国金融行为监管局《产品干预和产品治理指南》（“英国MiFIR产品治理规则”）约束的分销商有责任自行进行这些说明的目标市场评估（通过采用或改进制造商的目标市场评估）并确定适当的分发渠道。

本招股说明书补充文件和附带的招股说明书并非向意大利、比利时、瑞典、斯洛伐克、波兰和列支敦士登或任何其他不允许提供或出售此类证券或提供或出售证券的人或向不允许提供此类出售的任何人出售这些证券的要约，也并非征求购买这些证券的要约。详见下文“承销—销售限制”。

本招股说明书补充文件中对“欧元”或“€”的引用是指欧元区的货币（如下文定义），对“美元”、“$”和“美国$”的引用是指美国美元。

S-2

本招股说明书补充文件、附带的招股说明书及其他引用信息中的某些陈述属于《1995年私人证券诉讼改革法案》定义的“前瞻性声明”。此外，花旗公司可能在向证券交易委员会（SEC）提交或提供的其他文件中作出前瞻性声明，其管理层也可能在与分析师、投资者、媒体代表和其他人交谈时作出前瞻性声明。一般来说，前瞻性声明并非基于历史事实，而是仅反映花旗公司及其管理层对未来事件的信念。此类声明可能通过诸如相信、预期、预计、打算、估计、可能增加、可能波动、目标、前景、指引和示例以及类似的表达方式或未来或条件动词如将、应该、会和可能来识别。

此类声明基于管理层当前的预期，可能受到风险、不确定性和情况变化的影响。由于多种因素，包括但不限于：(i) 花旗公司最新10-K表格年度报告中的“执行摘要”部分所包含的警示性声明，以及花旗公司其他向SEC提交的文件中的警示性声明；(ii) 花旗公司最新10-K表格年度报告中“风险因素”部分列出和描述的因素；以及(iii) 花旗公司最新10-Q表格季度报告中“前瞻性声明”部分列出和描述的风险和不确定性，实际的经营结果和财务状况（包括资本和流动性）可能与这些声明中包含的内容有重大差异。应将此类文件中的警示性声明与本招股说明书补充文件和附带的招股说明书一起阅读。

花旗公司作出的任何前瞻性声明仅反映该声明作出时的日期，花旗公司不承诺根据前瞻性声明作出后出现的情况或事件更新前瞻性声明。

S-3

某些基准利率，包括欧元银行间拆借利率（“EURIBOR”），被视为“基准”，近年来已受到重大监管审查和立法干预。这不仅涉及基准的创建和管理，也涉及基准利率的使用。例如，在欧盟，法规（EU）2016/1011（经修订）（“欧盟基准法规”）适用于在欧盟内提供、输入数据至以及使用基准的活动。同样，法规（EU）2016/1011作为欧盟法律的一部分，根据欧盟退出协议（EUWA）经修订（“英国基准法规”）适用于在英国境内提供、输入数据至以及使用基准的活动，但受某些过渡性条款的限制。

诸如欧盟基准法规或英国基准法规之类的立法，如果适用，可能对与EURIBOR或其他基准利率或指数相关的任何票据产生重大影响——例如，如果未来为遵守欧盟基准法规或英国基准法规或其他类似立法的条款而更改基准的计算方法或其他条款，或如果某个关键基准被终止或被监管机构认定为“不再具有代表性”。这些因素可能（除其他外）导致基准的利率或水平降低或提高，或可能影响基准利率或水平的波动性。它们还可能影响市场参与者继续管理或贡献某些“基准”的意愿，触发某些“基准”所使用规则或计算方法的变更，或导致某些“基准”的报价终止或不可用。

尽管EURIBOR随后进行了改革以符合欧盟基准法规的条款，但尚不确定它将继续以当前形式存在多久，或者是否会进一步改革或被欧元短期利率或替代基准所取代。

如果EURIBOR被终止或不再报价，适用的基准利率将根据下文“票据描述—EURIBOR”中所述的替代方法确定。上述任何替代方法可能导致利息支付与如果相关“基准”以当前形式可用时的支付不同，或在时间上不相关。如果在利息确定日无法确定EURIBOR，相关利息期间的利率将与前一个利息期间相同；如果EURIBOR被终止或永久不再发布，将使用花旗集团（或其一家附属公司）选定的替代参考利率或替代或后续基准利率来确定利息，如下文“票据描述—EURIBOR”所述。在这种情况下，花旗集团（或该附属公司）可能自行决定替代或后续基准利率的计息天数、营业日惯例、利息确定日、任何调整因素和其他相关计算方法。上述任何情况都可能对票据的价值产生不利影响，并可能对票据持有人产生不利的美国联邦所得税后果。

花旗集团（或其关联公司）在上述决定中的利益可能因此与您作为票据持有人的利益相冲突。选择替代或后续基准利率，以及花旗集团（或该关联公司）在实施此类替代或后续基准利率时所做的任何决定，可能导致票据适用利率的不利后果，这可能对这类证券的回报、价值和市场产生不利影响。此外，不能保证任何替代或后续基准利率的特性会与欧元银行间利率（EURIBOR）相似，也不能保证任何替代或后续基准利率会产生与欧元银行间利率（EURIBOR）相当的经济效果。

S-4

以下对票据具体条款的说明补充了随附招股说明书中所述的一般条款。在决定是否投资票据之前，您应仔细考虑随附招股说明书和本招股说明书补充文件中的信息。如果本招股说明书补充文件中有关于票据的具体信息与招股说明书中所述的更一般性条款不一致，您应以本招股说明书补充文件中的信息为准。

一般情况

本招股说明书补充文件中发行的票据是根据花旗集团的高级债务契约发行的两组新高级债务证券。2030年票据最初将限于总额为15亿欧元，2033年票据最初将限于总额为12.5亿欧元。

票据仅以无券形式全额注册发行，面额为10万欧元，并且超过该面额的1000欧元整数倍。所有票据均为花旗集团的无担保债务，与其他所有无担保和高级债务平级，无论该债务目前是否存在或之后是否产生。

花旗集团可在不通知或征得相关票据持有人或受益所有人同意的情况下，发行与相关票据系列具有相同等级、利率、到期日和其他条款的额外票据。任何此类额外发行的票据均可视为根据契约与相关票据系列属于同一票据系列。

票据将于2026年10月26日发行。2030年票据将于2030年10月26日到期。2030年票据将在（i）从该票据发行日起至2029年10月26日（“2030年票据固定利率期”）止，按年利率4.135%支付固定利息，每年在10月26日支付一次，从2027年10月26日开始支付，以及（ii）从2029年10月26日（“2030年票据浮动利率期”）起，按年利率为三个月欧元银行间利率（如下所述）加上0.795%支付，每季度在1月26日、4月26日、7月26日和10月26日支付一次，从2030年1月26日开始支付。

2033年票据将于2033年10月26日到期。2033年票据将从该票据的发行日起（包括该日）至2032年10月26日（“2033年票据固定利率期”以及与2030年票据固定利率期共同构成“固定利率期”）止按固定利率计息，该利率为年利率4.462%，每年在到期日之后支付，首次支付将于2027年10月26日开始，以及（ii）从2032年10月26日（“2033年票据浮动利率期”以及与2030年票据浮动利率期共同构成“浮动利率期”）起，按年利率等于三个月欧元银行间同业拆借利率（EURIBOR）加1.077%计息，每季度在到期日之后支付，支付日期为1月26日、4月26日、7月26日和10月26日，首次支付将于2033年1月26日开始。

在固定利率期内的利息将按照随附招股说明书中“债务证券描述——利率确定——固定利率票据”和“——本金和利息支付”中所述的方式计算和支付，除非此处另有修改。在固定利率期内的利息将根据所计算利息期间的实际天数以及从上次支付利息的日期（或如果票据尚未支付利息，则为2026年10月26日）起至下一次计划利息支付日止的实际天数进行计算。这种支付惯例被称为ACTUAL/ACTUAL（ICMA），如国际资本市场协会规则手册中所定义。

在浮动利率期内的利息将按照下文“—EURIBOR”以及随附招股说明书中“债务证券描述——利率确定——浮动利率票据”中所述的方式确定，除非此处另有修改。

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“营业日”对于票据而言，指（i）纽约和伦敦的商业银行在该日进行支付结算并正常营业的日期，以及（ii）欧洲实时全额结算系统（TARGET2系统，如下文定义）或其任何后续系统正常运作的日期。票据的记录日为欧元清算系统（Euroclear）和欧洲清算系统（Clearstream）在利息支付日前一个清算系统营业日结束时，其中“清算系统营业日”指每个清算系统正常营业的日期。

欧元银行间同业拆借利率（EURIBOR）\n

对于浮动利率期而言，“三个月欧元银行间同业拆借利率（EURIBOR）”指在适用的利率确定日，该利率在路透社屏幕页面EURIBOR01或任何替代页面上于该利率确定日布鲁塞尔时间上午11:00显示的三个月欧元银行间同业拆借利率。

如果如上所述在利息确定日无法确定三个月期欧元银行间同业拆借利率（EURIBOR），则浮动利率期间内相关利息期间的利率将与前一个利息期间的利率相同。尽管有上述规定，但如果在浮动利率期间的任何利息确定日或之前，花旗集团（或其任何关联公司）确定三个月期欧元银行间同业拆借利率已被终止或已永久不再发布，花旗集团将在浮动利率期间的每个未来利息确定日，使用中央银行、储备银行、货币当局或欧盟内任何类似机构（包括其任何委员会或工作组）选定的替代参考利率，该利率应符合公认的市场惯例。然而，如果花旗集团（或其任何关联公司）确定在相关日期没有此类替代利率，花旗集团（或该关联公司）将使用其自行决定的替代或后续参考利率，该利率在咨询其认为合理的任何来源后，应（i）为行业接受的替代或后续参考利率，或（ii）如果没有此类行业接受的替代或后续参考利率，则为最接近三个月期欧元银行间同业拆借利率的替代或后续参考利率。

在选定替代或后续基准利率后，花旗集团（或该关联公司）可在咨询其认为合理的任何来源后，自行决定，确定计息天数、营业日惯例、营业日定义、利息确定日以及计算该替代或后续基准利率的任何其他相关方法或定义，包括其认为使该替代或后续基准利率与欧元银行间同业拆借利率（EURIBOR）具有可比性的任何调整因素，且该做法应与该替代或后续基准利率的行业接受惯例一致。

“欧元银行间同业拆借利率（EURIBOR）”是指由欧洲货币市场协会（或其继任管理者）管理的欧元批发资金利率。

“利息确定日”是指浮动利率期间内每个利息支付日的第一天前的第二个TARGET营业日。

“TARGET营业日”是指TARGET2系统对欧元支付结算开放的日期。\"TARGET2系统\"是指跨欧洲自动实时全额结算快速转账支付系统，该系统使用单一共享平台，于2007年11月19日启动。

可选赎回

2030年票据可由花旗集团选择在2027年4月26日或之后任何时候全部赎回，或在2027年4月26日或之后任何时候部分赎回（如果在2026年10月26日之后发行了额外的2030年票据，则自发行后六个月开始）

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\n此类附加票据的发行日期）且在2029年10月26日之前，以以下所述的“完整赎回”价格进行赎回。花旗公司还可以根据其选择，在2029年10月26日（i）全部赎回，但不能部分赎回，或（ii）在2030年9月26日或之后任何时候全部或部分赎回，赎回价格等于被赎回票据本金金额的100%，加上截至但不包括赎回日的应计未付利息。\n

2033年票据可由花旗公司根据其选择，在2027年4月26日或之后任何时候全部或部分赎回（或者，如果在2026年10月26日之后发行了额外的2033年票据，则从该额外票据的发行日期起六个月后开始），且在2032年10月26日之前，以以下所述的“完整赎回”价格进行赎回。花旗公司还可以根据其选择，在2032年10月26日（i）全部赎回，但不能部分赎回，或（ii）在2033年9月26日或之后任何时候全部或部分赎回，赎回价格等于被赎回票据本金金额的100%，加上截至但不包括赎回日的应计未付利息。\n

“完整赎回”价格将等于以下金额（以本金金额的百分比表示，四舍五入到小数点后三位）：\n

(1) (a) 被赎回票据剩余的计划本金和利息支付的现值之和，按年计算（基于国际资本市场协会规则手册中定义的ACTUAL/ACTUAL（ICMA）支付惯例），以以下所述的适用可比政府债券利率为基准，加上 2030年票据的15个基点和2033年票据的20个基点减去 (b) 截至赎回日的利息，和\n

(2) 被赎回票据本金金额的100%，\n

此外，无论哪种情况，还包括截至但不包括赎回日的应计未付利息。\n

“可比政府债券利率”是指在赎回日之前第三个营业日，根据花旗公司（或其一家关联公司）确定的可比政府债券的中间市场价格，在该营业日伦敦时间上午11:00时的到期收益率（以百分比表示，四舍五入到小数点后三位，0.0005向上取整）。\n

“可比政府债券”是指由花旗公司（或其一家关联公司）选定的直接承担德国联邦政府（“德国政府债券”）（Bundesanleihe）的债券或债券，其实际或插值到期日（视情况而定）与被赎回票据的剩余期限相当，或花旗公司（或其一家关联公司）可能认为适合确定可比政府债券利率的其他德国政府债券。\n

花旗公司（或该关联公司）在确定赎回价格时的行动和决定对于所有目的而言都是最终的且具有约束力，除非存在明显错误。上述计算将由花旗公司或其一家关联公司进行；但需注意，此类计算并非受托人的义务或责任。

此外，如果涉及美国税收的变化可能要求花旗银行支付额外金额，花旗银行可能在到期前赎回这些票据，如随附的招股说明书中的“债务证券描述——支付额外金额”和“——因税务原因的赎回”部分所述。

与票据相关的财政代理协议将由花旗银行、花旗银行美国分行伦敦分行作为财政代理、登记处、计算代理、本金支付代理和转让代理签署。票据的本金和利息支付将通过位于伦敦的财政代理办公室进行。票据持有人受财政代理协议条款的约束，并被视为已知该协议的条款。在伦敦财政代理主要办公室的正常营业时间内，可以查阅财政代理协议的副本。

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在票据利率的任何计算中使用或由此产生的所有百分比，如需的话，将四舍五入到1%的1/100,000（即0.0000001），五百万分之一个百分点将向上舍入。在票据这些计算中使用或由此产生的所有货币金额将四舍五入到一个单位的百分之一。在舍入时，0.005个单位将向上舍入。

上市

将申请将每一系列票据在卢森堡证券交易所的官方名单上上市，并将其在卢森堡证券交易所的监管市场中上市交易。花旗银行无法保证这些票据将获得上市批准。然而，如果票据获得上市批准并被允许交易，花旗银行没有义务维持该上市，如果法定要求变得不切实际或过于繁重，这些票据可能会被取消上市。花旗银行必须遵守众多法定要求，包括但不限于《2017/1129号条例》（经修订，“欧盟招股说明书条例”）和《2004/109/EC号指令》（经修订，“透明度指令”）。透明度指令通过2008年1月11日关于在监管市场上市的发行人信息透明度要求的法律（经修订）以及2008年1月11日关于证券发行人透明度要求的大公国条例（经修订）在卢森堡实施（统称为“透明度法”）。透明度法主要涉及其母国成员国为卢森堡且其证券在欧盟或欧洲经济区的监管市场上市的发行人。

根据欧盟招股说明书法规和透明度指令，如果其证券在任何相关国家的监管市场上市，发行人必须根据根据（EC）第1606/2002号法规（经修订）采用的国际财务报告准则（IFRS）编制合并账目；然而，欧盟委员会已确定美国通用会计准则应被视为与IFRS“等同”（委员会决定2008/961/EC；委员会法规（EC）第1559/2007号）。如果透明度法（和/或任何其他欧洲或国家立法）以可能要求发行人根据除美国法定会计准则以外的会计准则发布或编制财务报表的形式进行修订，或者可能对发行人施加其善意认为不切实际或负担过重的要求，花旗银行可选择取消该笔记的上市。在这种情况下，花旗银行可选择由另一家上市机构、交易所或系统在欧盟内或欧盟外进行替代上市、交易和/或报价，具体由其自行决定。如果无法获得替代上市，或在花旗银行看来替代上市负担过重，则无法获得替代上市，花旗银行对笔记的任何上市、交易或报价将不再承担进一步义务。只要笔记在卢森堡证券交易所上市，取消上市和/或替代上市的通知将按照随附招股说明书中“债务证券描述—簿记存管程序和结算—通知”部分所述方式进行。

只要笔记在卢森堡证券交易所上市且该交易所的规则如此要求，花旗银行将在卢森堡维持一名支付代理和转让代理。截至本日，花旗银行在卢森堡的支付代理和转让代理是Banque Internationale à Luxembourg S.A.，目前位于卢森堡69, route d'Esch，L-2953。卢森堡支付代理和转让代理的任何变更将在伦敦和卢森堡公布。参见随附招股说明书中的“债务证券描述—簿记存管程序和结算—通知”。

簿记账户笔记

这些笔记将通过完全注册的永久全球笔记（“全球笔记”）中的受益权益来表示，这些笔记没有附带利息券，将注册在Citivic Nominees Limited的名义下，作为代表，并将于2026年10月26日左右存入花旗银行，伦敦分行，作为Euroclear Bank SA/NV的共同托管人，Euroclear Bank SA/NV是Euroclear系统的运营商，以及Clearstream Banking, S.A.。不会为全球笔记中的受益权益发行单独的注册证书。有关更多信息，请参见随附招股说明书中的“债务证券描述—簿记存管程序和结算”。

S-8

花旗全球市场有限公司是本次发行的唯一簿记管理人，也是以下列明的承销商的代表。相关条款协议中规定的条款和条件，包括2026年10月19日签署的经修订和重述的承销协议基本条款，规范了票据的销售和购买。每份条款协议和承销协议基本条款合称为承销协议。以下列明的承销商已同意从花旗购买，并且花旗已同意向承销商出售每一系列票据的本金金额，该金额列在承销商名称的对面。

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


承销商名称	本金 2030年票据		本金 2033年票据
花旗全球市场有限公司	€	1,110,000,000		€	925,000,000
Banco Bilbao Vizcaya Argentaria, S.A.		12,000,000			10,000,000
Banco Santander, S.A.		12,000,000			10,000,000
蒙特利尔银行伦敦分行		12,000,000			10,000,000
巴克莱银行 plc		12,000,000			10,000,000
CaixaBank, S.A.		12,000,000			10,000,000
Commerzbank Aktiengesellschaft		12,000,000			10,000,000
德意志银行 AG，伦敦分行		12,000,000			10,000,000
DZ Financial Markets LLC		12,000,000			10,000,000
Erste Group Bank AG		12,000,000			10,000,000
Intesa Sanpaolo IMI Securities Corp.		12,000,000			10,000,000
Lloyds Securities Inc.		12,000,000			10,000,000
MUFG Securities EMEA plc		12,000,000			10,000,000
加拿大国家银行金融公司		12,000,000			10,000,000
NATIXIS		12,000,000			10,000,000
野村证券国际公司		12,000,000			10,000,000
PNC资本市场有限责任公司		12,000,000			10,000,000
RB国际市场（美国）有限责任公司		12,000,000			10,000,000
RBC欧洲有限公司		12,000,000			10,000,000
SMBC银行国际 plc		12,000,000			10,000,000
法国巴黎银行企业与投资银行		12,000,000			10,000,000
渣打银行		12,000,000			10,000,000
瑞典北欧斯安银行 AB（公开）		12,000,000			10,000,000
加拿大丰业银行，伦敦分行		12,000,000			10,000,000
多伦多道明银行		12,000,000			10,000,000
瑞银集团伦敦分行		12,000,000			10,000,000
联合信贷银行 GmbH		12,000,000			10,000,000
澳大利亚国民银行证券公司		6,000,000			5,000,000
BNP PARIBAS		6,000,000			5,000,000
加拿大帝国商业银行伦敦分行		6,000,000			5,000,000
中国建设银行（亚洲）有限公司		6,000,000			5,000,000
澳大利亚联邦银行		6,000,000			5,000,000
Desjardins Securities Inc.		6,000,000			5,000,000
阿联酋阿拉伯联合银行 PJSC		6,000,000			5,000,000
澳大利亚国家银行有限公司（ABN 12 004 044 937）		6,000,000			5,000,000
NatWest Markets Plc		6,000,000			5,000,000
Nykredit Bank A/S		6,000,000			5,000,000
华侨银行有限公司		6,000,000			5,000,000
新加坡星展银行有限公司		6,000,000			5,000,000
西太平洋银行		6,000,000			5,000,000

总计	€	1,500,000,000		€	1,250,000,000

S-9

华侨银行有限公司（“OCBC”）在美国的证券交易受到限制，不会承销、认购、同意购买或安排购买在美国发行或销售的票据。因此，OCBC不得承担，也不得承销、认购、同意购买或安排购买可能由其他承销商在美国发行或销售的票据。OCBC将仅在美国境外提供和销售构成其配额部分的票据。

承销协议规定，承销商支付和接受相关系列票据的义务取决于其法律顾问对法律事项的批准和其他条件。如果任何承销商认购了某一系列的票据，该承销商将承诺认购并支付该系列的所有票据。

下表显示了花旗因本次发行向承销商支付的承销折扣以及花旗的收益（在扣除费用前）。

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	承销折扣			继续花旗集团（扣除费用前）
2030年注释		0.250	%			99.750	%
总计	€	3,750,000			€	1,496,250,000
2033年注释		0.325	%			99.675	%
总计	€	4,062,500			€	1,245,937,500
合计总额	€	7,812,500			€	2,742,187,500

承销商建议根据本招股说明书补充文件封面中列明的各系列票据的相关公开发行价格，直接向公众出售各系列票据的一部分，并向某些经销商以相关公开发行价格减去不超过2030年票据本金金额0.150%和2033年票据本金金额0.200%的回扣价格出售。承销商可能允许，并且此类经销商可能再允许不超过2030年票据本金金额0.100%和2033年票据本金金额0.125%的回扣给某些其他经销商。

公开发行后，承销商可能根据情况改变任何系列票据的公开发行价格以及给经销商的回扣。

承销商正在出售票据，前提是此前已售出，并且他们已从花旗集团接受票据。承销商可以全部或部分拒绝任何订单。

花旗集团已同意对与重大错误陈述和遗漏相关的责任进行赔偿。

在此次发行过程中，承销商可能在公开市场买卖票据。公开市场的买卖可能包括卖空交易、为对冲卖空头寸而进行的购买以及稳定购买。

\n\n\n\n\n

•

卖空交易是指承销商在市场中出售的票据数量超过其在此次发行中所需购买的数量。

\n\n\n\n\n

•

稳定交易涉及持续出价购买票据，只要稳定出价不超过规定的最大值。

S-10

为对冲卖空头寸而进行的购买和稳定购买，以及承销商为自己账户进行的其他购买，可能会起到阻止或减缓票据市场价格下跌的作用。它们也可能导致票据的价格高于没有此类交易时的价格。承销商可能在场外交易市场或其他方式下进行这些交易。承销商没有义务进行任何这些活动，且可以随时终止任何这些活动。承销商还可能实施惩罚性出价。

我们估计此次发行的总费用将为50万美元（约44.5万美元）。

各系列票据是新的证券系列，没有已建立的交易市场。花旗集团将申请在卢森堡证券交易所的监管市场上市和交易票据，但我们无需维持任何上市，我们无法保证票据将获得上市批准。请参见上面的“票据描述—上市”。花旗集团已被告知承销商目前打算根据适用的法律法规进行票据做市。然而，承销商没有义务为票据做市，且可以随时自行决定停止任何做市活动。因此，花旗集团无法保证票据的流动性或交易市场。

承销商及其关联公司可能在正常业务过程中与花旗集团或其任何一家关联公司进行交易（可能包括商业银行业务交易）并为其提供服务，对此它们可能获得常规费用和费用报销。

利益冲突 。 花旗集团有限公司是本次发行的唯一主承销商，它是花旗集团的子公司。因此，本次票据的发行将符合金融行业监管局规则5121中关于在向关联公司分发证券时处理利益冲突的要求。如果通过花旗集团有限公司的美国注册经纪自营商附属公司在美国销售票据，则该附属公司拥有投资决策权的客户账户不得在未经账户持有人明确书面批准的情况下直接或间接购买票据。

本招股说明书补充文件，连同附带的招股说明书，也可由花旗集团的经纪自营商子公司或其他花旗集团的子公司或关联公司用于在交易中以与销售时的市场行情相关的协商价格进行市场做市交易。

这些子公司中的任何一家都可能在这些交易中作为交易商或代理人。

我们预计将在2026年10月26日左右交付票据，即本文件日期后的第五个工作日。根据《证券交易法》第15c6-1条规则，二级市场中的交易通常要求在一个工作日内结算，除非交易双方明确同意其他方式。因此，希望在本文件日期或接下来的三个工作日交易票据的购买者，由于票据最初不会在T+1结算，必须在任何此类交易时指定替代结算周期，以防止结算失败，并应咨询自己的顾问。

除下文“—销售限制”中所述情况外，票据将在美国、欧洲、亚洲及其他合法进行此类销售的地区全球发售。

除本文件封面上注明的发行价格外，票据的购买者可能需要根据购买国的法律和惯例支付印花税和其他费用。

S-11

承销商已同意，除非根据其最佳知识和信念，承销商认为在适用法律和法规下允许，否则不会直接或间接地向任何司法管辖区提供、销售或交付任何票据，或分发本招股说明书补充文件、附带的招股说明书或任何其他与票据相关的发行材料。在此过程中，承销商不会对花旗集团施加任何义务，除非在承销协议中另有规定。

票据不得在意大利、比利时、瑞典、斯洛伐克、波兰和列支敦士登向公众发行。

禁止向欧洲经济区零售投资者销售

无注释，该注释是本招股说明书补充文件所设想的发行标的，不得向欧洲经济区的任何零售投资者提供、出售或以其他方式提供。\n为了本条款的目的：

\n\n\n

(a)	“零售投资者”一词指以下任何一人（或多人）：\n

\n\n\n\n

(i)

根据MiFID II第4(1)条第(11)点定义的零售客户；或

\n\n\n\n

(ii)

根据保险分销指令定义的客户，如果该客户不符合MiFID II第4(1)条第(10)点定义的专业客户；或

\n\n\n\n

(iii)

不是根据欧盟招股说明书条例定义的合格投资者；以及

\n\n\n

(b)	“提供”一词包括以任何形式和任何方式传达有关提供条款和拟提供注释的足够信息，以便投资者决定购买或认购注释。\n

禁止向英国零售投资者销售

无注释，该注释是本招股说明书补充文件所设想的发行标的，不得向任何英国零售投资者提供、出售、分发或以其他方式提供。为了本条款的目的：

\n\n\n

(a)	“零售投资者”一词指以下任何一人（或两者）：\n

\n\n\n\n

(1)

不是根据法规（EU）第600/2014号第2(1)条第(8)点定义的专业客户，\n根据EUWA作为英国国内法的一部分；或。

\n\n\n\n

(2)

不是根据2024年《公开发行和上市交易条例》附表1第15段定义的合格投资者；以及

\n\n\n

(b)	“提供”一词包括以任何形式和任何方式传达有关提供条款和拟提供注释的足够信息，以便投资者决定购买或认购注释。\n

此外，在英国，本招股说明书补充文件和附带的招股说明书仅向并针对以下人员分发：(i) 根据《2000年金融服务和市场法》（金融推广）令2005年修订版（“令”）第19(5)条涉及投资事项的专业经验人士，和/或 (ii) 根据令第49(2)(a)至(d)条属于高净值公司（或可合法传达给的人士），这些人士我们统称为“相关人士”。因此，此类文件和/或材料不得向英国公众分发，也不得转交予英国公众。在英国，任何与本招股说明书补充文件和附带招股说明书相关的投资或投资活动仅向相关人士提供，并仅与相关人士进行。\n

S-12

注释可能不得通过除以下情况外的任何文件在香港出售或销售：(i) 根据《证券及期货条例》（香港法例第571章）（“SFO”）及其下任何规例所定义的“专业投资者”，或 (ii) 在其他情况下，不会使文件成为《公司（清盘及杂项条款）条例》（香港法例第32章）（“C(WUMP)O”）所定义的“招股章程”，或不会根据C(WUMP)O被视作向公众作出的要约。任何与注释有关的广告、邀请或文件，不得为任何目的（无论是在香港还是其他地方）向香港公众发布或持有（无论是在香港还是其他地方），除非根据香港证券法规定允许这样做，且仅限于仅向香港以外的人或SFO及其下任何规例所定义的“专业投资者”出售或意图出售的注释。

致日本潜在投资者的通告

这些注释未根据日本《金融工具与交易所法》（1948年日本法律第25号，经修订，以下简称“FIEL”）第4条第1款进行登记，也未被出售或销售，并且不会直接或间接在日本或向日本的“居民”出售或销售（本文中该术语指任何居住在日本的个人，包括根据日本法律成立的任何公司或其他实体），或向其他人直接或间接在日本或为日本居民的账户或利益重新出售或转售，除非根据《金融工具与交易所法》的登记要求的豁免条款并符合当时适用的其他日本法律、法规和部门指南。

致新加坡潜在投资者的通告

This prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the\nSecurities and Futures Act 2001 (the “SFA”). Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated\nor distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in\nSection 4A of the SFA) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA.

S-13

LEGAL OPINIONS

The validity of the notes will be passed upon for Citigroup by Karen Wang, Director — Corporate Securities Issuance Legal of Citigroup,\nand for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York (“Cleary Gottlieb”). Cleary Gottlieb has also acted as special U.S. tax counsel to Citigroup in connection with the notes. Ms. Wang\nbeneficially owns, or has rights to acquire under Citigroup’s employee benefit plans, an aggregate of less than 1% of Citigroup’s common stock. Cleary Gottlieb has from time to time acted as counsel for Citigroup and its subsidiaries and\nmay do so in the future.

S-14

PROSPECTUS

\n\n\n $\"LOGO\"$ \n

May Offer—

Debt Securities

Common\nStock Warrants

Index Warrants

Preferred Stock

Depositary Shares

Stock\nPurchase Contracts

Stock Purchase Units

Common Stock

Citigroup\nwill provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus, any accompanying prospectus supplement and any applicable pricing supplement carefully before you invest. Citigroup may offer and\nsell these securities to or through one or more underwriters, dealers and agents, including Citigroup Global Markets Inc., a broker-dealer subsidiary of Citigroup, or directly to purchasers, on a continuous or delayed basis. The common stock of\nCitigroup Inc. is listed on the New York Stock Exchange (“NYSE”) and trades under the ticker symbol “C”.

Investing in our securities involves risks. See the “Risk Factors Related to Floating Rate and Fixed Rate Reset Debt\nSecurities” on page 8 of this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any\nstate securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

These securities are not deposits or savings accounts but are unsecured obligations of Citigroup Inc. These securities are not insured or\nguaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency or instrumentality.

The date of this prospectus is February 25, 2026.

PROSPECTUS SUMMARY

This summary provides a brief overview of the key aspects of Citigroup and all material terms of the offered securities that are known as of\nthe date of this prospectus. For a more complete understanding of the terms of the offered securities, before making your investment decision, you should carefully read:

\n\n\n\n\n

•

this prospectus, which explains the general terms of the securities that Citigroup may offer;\n

\n\n\n\n\n

•

any accompanying prospectus supplement, which (1) explains the specific terms of the securities being\noffered and (2) updates and changes to information in this prospectus; and

\n\n\n\n\n

•

the documents referred to in “Where You Can Find More Information” beginning on page 6 for\ninformation on Citigroup, including its financial statements.

Citigroup Inc.

Citigroup Inc. is a global diversified financial services holding company whose businesses provide consumers, corporations, governments and\ninstitutions with a broad, yet focused, range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. Citigroup does\nbusiness in nearly 160 countries and jurisdictions. Citigroup is managed pursuant to five reportable business segments, also referred to as Citi’s “five businesses”: Services, Markets, Banking, Wealth\nand U.S. Personal Banking (USPB). Activities not assigned to the segments are included in All Other. Effective as of the first quarter of 2026, Citi transferred its Retail Banking business from USPB to Wealth, and the\nremaining USPB businesses, including Branded Cards and Retail Services, were integrated into a new U.S. Consumer Cards segment. Citigroup was incorporated in 1988 under the laws of the State of Delaware as a corporation with perpetual\nduration. Citigroup’s principal executive office is located at 388 Greenwich Street, New York, New York 10013, and its telephone number is (212) 559-1000.

References in this prospectus to “Citigroup,” “we,” “our” or “us” are to Citigroup Inc., and\nnot any of its subsidiaries, unless the context indicates otherwise.

The Securities Citigroup May Offer

Citigroup may use this prospectus to offer:

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debt securities;

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common stock warrants;

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index warrants;

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preferred stock;

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depositary shares;

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stock purchase contracts;

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stock purchase units; and

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common stock.

A prospectus supplement will describe the specific types, amounts, prices and detailed terms of, and important United States federal income\ntax considerations in respect of, any of these offered securities.

Any of these offered securities may be fully subordinated to interests held by the U.S.\ngovernment in the event of a receivership, insolvency, liquidation or similar proceeding with respect to Citigroup, including a proceeding under the “orderly liquidation authority” provisions of the Dodd-Frank Wall Street Reform and\nConsumer Protection Act of 2010 (each, a “liquidation event”). In addition, Citigroup believes that in case of a liquidation event, Citigroup’s shareholders and unsecured creditors — including holders of the offered\nsecurities — will bear any losses resulting from the liquidation event. For more information, see “Citigroup Inc.” below.

Debt\nSecurities

Debt securities are unsecured general obligations of Citigroup in the form of senior or subordinated debt. Senior debt\nincludes Citigroup’s notes, debt and guarantees and any other debt for money borrowed that is not subordinated. Subordinated debt, so designated at the time it is issued, would not be entitled to interest and principal payments if interest and\nprincipal payments on the senior debt were not made.

The senior and subordinated debt will be issued under separate indentures between\nCitigroup and a trustee. Below are summaries of the general features of the debt securities from these indentures, unless otherwise specified in connection with a particular offering. For a more detailed description of these features, see\n“Description of Debt Securities” below. You are also encouraged to read the indentures, including all supplements thereto, which are included or incorporated by reference in Citigroup’s registration statement of which this\nprospectus forms a part, Citigroup’s most recent Annual Report on Form 10-K, Citigroup’s Quarterly Reports on Form 10-Q filed after the Form 10-K and Citigroup’s Current Reports on Form 8-K filed after the period covered by Citigroup’s most recent Annual Report on Form\n10-K. You can receive copies of these documents by following the directions beginning on page 7.

General Indenture Provisions that Apply to Senior and Subordinated Debt

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Neither indenture limits the amount of debt that Citigroup may issue or provides holders any protection should\nthere be a highly leveraged transaction involving Citigroup, although the senior debt indenture does limit Citigroup’s ability to pledge the stock of any subsidiary that meets the financial thresholds in the indenture. These thresholds are\ndescribed below under “Description of Debt Securities — Covenants.”

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The senior debt indenture allows for different types of debt securities, including indexed securities, to be\nissued in series.

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The indentures allow Citigroup to merge or to consolidate with another company or sell all or substantially all\nof its assets to one or more of its subsidiaries or to another company. If any of these events occur with another company, the other company generally would be required to assume Citigroup’s responsibilities for the debt. Unless the\ntransaction resulted in a default, Citigroup would be released from all liabilities and obligations under the debt securities when the other company assumed its responsibilities.

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The indentures provide that holders of a majority of the total principal amount of the senior debt securities\noutstanding in any series and holders of a majority of the total principal amount of the subordinated debt securities outstanding in any series that, in each case, are affected by such change, may vote to change Citigroup’s obligations or your\nrights concerning those securities. However, changes to the financial terms of that security, including changes in the payment of principal or interest on that security or, except in certain circumstances, the currency of payment, cannot be made\nunless every holder affected consents to the change.

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Citigroup may satisfy its obligations under the debt securities or be released from its obligation to comply with\ncertain limitations at any time by depositing sufficient amounts of cash and/or government securities with the trustee to pay Citigroup’s obligations under the particular securities when due.

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The indentures govern the actions of the trustee with regard to the debt securities, including when the trustee\nis required to give notices to holders of the securities and when lost or stolen debt securities may be replaced.

Events of Default and Defaults

Unless otherwise specified in connection with a particular offering of senior debt, the only events of default specified in the senior debt\nindenture are:

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failure to pay principal or required interest for 30 days after it is due; and

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certain events of insolvency or bankruptcy, whether voluntary or not.

Only these events of default provide for a right of acceleration of the senior debt securities. No other event, including a default in the performance of any\nother covenant of Citigroup in the senior indenture or any other default that is not also an event of default, will result in acceleration.

Unless otherwise specified in connection with a particular offering of subordinated debt, the only events of default specified in the\nsubordinated debt indenture are certain events of insolvency or bankruptcy, whether voluntary or not. Only these events of default provide for a right of acceleration of the subordinated debt securities. No other event, including a default in the\npayment of principal of, premium, if any, or interest on, subordinated debt securities, the performance of any other covenant of Citigroup in the subordinated indenture or any other default that is not also an event of default, will result in\nacceleration.

Remedies

Senior Indenture: If there were an event of default, the trustee or holders of 25% of the principal amount of senior debt securities\noutstanding in a series could demand that the principal be paid immediately. However, holders of a majority in principal amount of the securities in that series could rescind that acceleration of the debt securities. The occurrence of a default for\nany reason other than (i) nonpayment of principal or interest that has continued for 30 days or (ii) certain events of insolvency or bankruptcy will not give the trustee or such holders the right to demand that the principal of the senior\ndebt securities be paid immediately.

Subordinated Indenture: If there were an event of default, the trustee or holders of 25% of the\nprincipal amount of subordinated debt securities outstanding in a series could demand that the principal be paid immediately. However, holders of a majority in principal amount of the securities in that series may rescind that acceleration of the\ndebt securities. The occurrence of a default for any reason other than certain events of insolvency or bankruptcy will not give the trustee or such holders the right to demand that the principal of the subordinated debt securities be paid\nimmediately.

TLAC Eligibility

Unless otherwise specified in connection with a particular offering of debt securities, the debt securities are intended to qualify as eligible\nlong-term debt for purposes of the total loss-absorbing capacity (“TLAC”) rule promulgated by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). As a result, in the event of a Citigroup bankruptcy\nor other resolution proceeding, Citigroup’s losses and any losses incurred by its subsidiaries would be imposed first on Citigroup’s shareholders and then on its unsecured creditors, including the holders of the debt securities. Further,\nin a bankruptcy or other resolution proceeding of Citigroup, any value

\nrealized by holders of the debt securities may not be sufficient to repay the amounts owed on the debt securities. For more information about the final TLAC rule and its consequences for the debt\nsecurities, you should refer to the section “Managing Global Risk — Liquidity Risk — Long-Term Debt — Resolution Plan” and “ — Total Loss-Absorbing Capacity (TLAC)” in Citigroup’s most recent\nAnnual Report on Form 10-K.

Common Stock Warrants

Citigroup may issue common stock warrants and will do so under a separate common stock warrant agreement between Citigroup and a bank or trust\ncompany. You are encouraged to read the standard form of the common stock warrant agreement, which will be filed as an exhibit to one of Citigroup’s future current reports and incorporated by reference in its registration statement of which\nthis prospectus forms a part. You can receive copies of these documents by following the directions beginning on page 7.

Common stock\nwarrants are securities pursuant to which Citigroup may sell or purchase common stock. The particular terms of each issue of common stock warrants, the common stock warrant agreement relating to the common stock warrants and the common stock warrant\ncertificates representing common stock warrants will be described in the applicable prospectus supplement.

Index Warrants

Citigroup may issue index warrants and will do so under a separate index warrant agreement between Citigroup and a bank or trust company. You\nare encouraged to read the standard form of the index warrant agreement, which will be filed as an exhibit to one of Citigroup’s future current reports and incorporated by reference in its registration statement of which this prospectus forms\na part. You can receive copies of these documents by following the directions beginning on page 7.

Index warrants are securities that,\nwhen properly exercised by the purchaser, entitle the purchaser to receive from Citigroup an amount in cash or a number of securities that will be indexed to prices, yields, or other specified measures or changes in an index or differences between\ntwo or more indices.

The prospectus supplement for a series of index warrants will describe the formula for determining the amount in\ncash or number of securities, if any, that Citigroup will pay you when you exercise an index warrant and will contain information about the relevant underlying assets and other specific terms of the index warrant.

Citigroup will generally issue index warrants in book-entry form, which means that they will not be evidenced by physical certificates. Also,\nCitigroup will generally list index warrants for trading on a national securities exchange, such as the NYSE, NYSE Arca, the Nasdaq Global Market or the Chicago Board Options Exchange.

The index warrant agreement for any series of index warrants will provide that holders of a majority of the total principal amount of the\nindex warrants outstanding in any series may vote to change their rights concerning those index warrants. However, changes to fundamental terms such as the amount or manner of payment on an index warrant or changes to the exercise times cannot be\nmade unless every holder affected consents to the change.

Any prospective purchasers of index warrants should be aware of special United\nStates federal income tax considerations applicable to instruments such as the index warrants. The prospectus supplement relating to each series of index warrants will describe the important tax considerations.

Preferred Stock

Citigroup may issue preferred stock with various terms to be established by its board of directors (the “Citigroup Board of\nDirectors”) or a committee designated by the Citigroup Board of Directors. Each series of preferred stock will be more fully described in the particular prospectus supplement that will accompany this prospectus, including redemption\nprovisions, rights in the event of liquidation, dissolution or winding up of Citigroup, voting rights and conversion rights.

Generally,\neach series of preferred stock will rank on an equal basis with each other series of preferred stock and will rank prior to Citigroup’s common stock. The prospectus supplement will also describe how and when dividends will be paid on the\nseries of preferred stock.

Depositary Shares

Citigroup may issue depositary shares representing fractional shares of preferred stock. Each particular series of depositary shares will be\nmore fully described in the prospectus supplement that will accompany this prospectus. These depositary shares will be evidenced by depositary receipts and issued under a deposit agreement between Citigroup and a bank or trust company. You are\nencouraged to read the standard form of the deposit agreement, which is incorporated by reference in Citigroup’s registration statement of which this prospectus forms a part.

Stock Purchase Contracts and Stock Purchase Units

Citigroup may issue stock purchase contracts, including contracts obligating holders to purchase from or sell to Citigroup, and Citigroup to\nsell to or purchase from the holders, a specified number of shares of common stock, shares of preferred stock or depositary shares at a future date or dates. The stock purchase contracts may be issued separately or as part of stock purchase units,\nconsisting of a stock purchase contract and any combination of debt securities, capital securities, junior subordinated debt securities or debt obligations of third parties, including U.S. Treasury securities. The applicable prospectus supplement\nwill describe the terms of the stock purchase contracts and stock purchase units, including, if applicable, collateral or depositary arrangements.

Common Stock

Citigroup may issue common\nstock, par value $0.01 per share. Holders of common stock are entitled to receive dividends when declared by the Citigroup Board of Directors. Each holder of common stock is entitled to one vote per share. The holders of common stock have no\npreemptive rights or cumulative voting rights.

Use of Proceeds

Citigroup will use the net proceeds it receives from any offering of these securities for general corporate purposes, which may include the\nrepurchase or redemption of its outstanding securities, funding investments in or extensions of credit to its subsidiaries and other uses in the ordinary course of conducting its business. Citigroup may use a portion of the proceeds from the sale of\nindex warrants and indexed notes to hedge its exposure to payments that it may have to make on such index warrants and indexed notes as described below under “Use of Proceeds and Hedging.”

Plan of Distribution

Citigroup may sell the offered securities in any of the following ways:

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to or through underwriters or dealers;

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by itself directly;

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through agents; or

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through a combination of any of these methods of sale.

The prospectus supplement will explain the ways Citigroup sells specific securities, including the names of any underwriters and details of\nthe pricing of the securities, as well as the commissions, concessions or discounts Citigroup is granting the underwriters, dealers or agents.

If Citigroup uses underwriters in any sale, the underwriters will buy the securities for their own account and may resell the securities from\ntime to time in one or more transactions, at a fixed public offering price or at varying prices determined at the time of sale. In connection with an offering, underwriters and selling group members and their affiliates may engage in transactions to\nstabilize, maintain or otherwise affect the market price of the securities, in accordance with applicable law.

Citigroup expects that the\nunderwriters for any offering will include one or more of its broker-dealer subsidiaries, including Citigroup Global Markets Inc. These broker-dealer subsidiaries also expect to offer and sell previously issued securities as part of their business,\nand may act as a principal or agent in such transactions. Citigroup or any of its subsidiaries may use this prospectus and the related prospectus supplements and pricing supplements in connection with these activities. Offerings in which\nCitigroup’s broker-dealer subsidiaries participate will conform with the requirements set forth in Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) addressing conflicts of interest when distributing the\nsecurities of an affiliate. See below under “Plan of Distribution.”

Where You Can Find More Information

As required by the Securities Act of 1933, as amended (the “Securities Act”), Citigroup filed a registration statement relating to\nthe securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information.

Citigroup files annual, quarterly and current reports, proxy statements and other information with the SEC. These SEC filings are available to\nthe public from the SEC’s web site at http://www.sec.gov. Such documents, reports and information are also available on our website: https://www.citigroup.com/global/investors/sec-filings. Information on\nour website does not constitute part of this prospectus or any accompanying prospectus supplement.

The SEC allows Citigroup to\n“incorporate by reference” the information it files with the SEC, which means that it can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of\nthis prospectus. Information that Citigroup files later with the SEC will automatically update information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the\nprospectus supplement. Citigroup incorporates by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange\nAct”) (File No. 1-09924):

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Annual Report on Form 10-K for the year ended December 31, 2025,\nfiled on February 20, 2026;

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Current Reports on Form 8-K filed on January 12,\n 2026, January \n14, 2026 (portions of Exhibit 99.1 only), February \n3, 2026, February 12, 2026 and February\n 12, 2026;

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Definitive\n Proxy Statement on Schedule 14A, filed on March 18, 2025; and

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Current Report on Form 8-K, dated May 11, 2009, describing Citigroup’s common stock, including any amendments or reports filed for the purpose of updating such description.

In no event, however, will any of the information that Citigroup furnishes to, pursuant to\nItem 2.02 or Item 7.01 of any Current Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than files with, the SEC be incorporated by reference or otherwise be\nincluded herein, unless such information is expressly incorporated herein by a reference in such furnished Current Report on Form 8-K or other furnished document.

All documents filed by Citigroup specified in Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and\nbefore the later of (1) the completion of the offering of the securities described in this prospectus and (2) the date the broker-dealer subsidiaries of Citigroup stop offering securities pursuant to this prospectus shall be incorporated\nby reference in this prospectus from the date of filing of such documents.

You may request a copy of these filings, at no cost, by\nwriting, emailing or telephoning Citigroup at the following address:

Citigroup Investor Relations

388 Greenwich Street

New York, NY\n10013

(212) 559-2718 (tel.)

Email: investorrelations@citi.com

You should rely only on the information provided in this prospectus, the prospectus supplement and any applicable pricing supplement, as well\nas the information incorporated by reference. We have not authorized anyone else to provide you with different information, and we take no responsibility for any information that others may give you. Citigroup is not making an offer of these\nsecurities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any documents incorporated by reference is accurate as of\nany date other than the date of the applicable document.

FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus, any accompanying prospectus supplement and in other information incorporated by reference in this\nprospectus are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements are not based on historical facts but instead represent Citigroup’s\nand its management’s beliefs regarding future events. Such statements may be identified by words such as believe, expect, anticipate, intend, estimate, may increase, may fluctuate, target, outlook, guidance and illustrative, and\nsimilar expressions or future or conditional verbs such as will, should, would and could.

Such statements are based on\nmanagement’s current expectations and are subject to risks, uncertainties and changes in circumstances. Actual results of operations and financial conditions including capital and liquidity may differ materially from those included in these\nstatements due to a variety of factors, including without limitation the precautionary statements included in this prospectus and any accompanying prospectus supplement, and the factors and uncertainties summarized under “Forward-Looking\nStatements” in Citigroup’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q and the factors listed and described under “Risk\nFactors” in Citigroup’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. Precautionary statements included in such filings should be\nread in conjunction with this prospectus and any accompanying prospectus supplement. 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\nstatements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.

RISK FACTORS RELATED TO FLOATING RATE AND FIXED RATE RESET DEBT SECURITIES

Risks Factors Related to Floating Rate Debt Securities\n

The historical levels of base rates are not an indication of future base rate levels.

In the past, the base rates that may be applicable to offerings of floating rate debt securities have experienced significant fluctuations. You\nshould note that historical levels, fluctuations and trends of these base rates are not necessarily indicative of future levels. Any historical upward or downward trend in the applicable base rate is not an indication such base rate is more or less\nlikely to increase or decrease at any time. Future levels of a base rate may bear little or no relation to the actual historical or indicative historical base rate data. Additionally, such indicative historical data inherently involves assumptions,\nestimates and approximations. You should not rely on such indicative historical data or on any actual historical changes or trends in any base rate as an indicator of future rates.

Compounded SOFR is a daily compounded rate that differs from other interest rates based on SOFR in the marketplace.

Citigroup may issue floating rate notes linked to the Secured Overnight Financing Rate (“SOFR”). The interest rate on such notes\nwill be based on a formula used to calculate a daily compounded SOFR rate or will be calculated using the SOFR Index (as defined below), as applicable. This base rate for SOFR-linked notes will not be SOFR published on or in respect of a particular\ndate during such interest or observation period or an average of SOFR during such period. Accordingly, the interest rate on SOFR-linked notes will differ from the interest rate on other investments linked to SOFR that use an alternative basis to\ndetermine the applicable interest rate. Also, if the SOFR rate for a particular day during an observation or interest period is negative, the amount of interest attributable to that day may be less than zero, which will reduce the interest rate, and\ntherefore, interest payable, for such period; provided that in no event will the interest payable on a SOFR-linked note for any interest period be less than zero.

The method for calculating an interest rate based upon SOFR in market precedents varies.\nAccordingly, the specific formula for Compounded SOFR or the SOFR Index used for determining the interest due on the SOFR-linked notes may not continue to be utilized by other market participants, if at all, which could adversely affect the return\non, value of and market for such floating rate notes. In addition, you should carefully consider how any potential inconsistencies between the manner of calculation and related conventions with respect to the determination of interest or other\npayment rates based on SOFR across the market may impact any hedging or other financial arrangements that are put in place in connection with any acquisition, holding or disposition of the SOFR-linked notes.

Any failure of SOFR to maintain market acceptance could adversely affect holders of the SOFR-linked notes.

Market acceptance for SOFR as a benchmark for floating rate debt securities may decline. SOFR was developed for use in certain U.S. dollar\nderivatives and other financial contracts as an alternative to the London interbank offered rate for U.S. dollar obligations (“U.S. dollar LIBOR”) in part because it is considered to be a good representation of general funding conditions\nin the overnight U.S. Treasury repo market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term\nfunding costs of banks. This may mean that market participants would not consider SOFR to be a suitable substitute or successor for all of the purposes for which U.S. dollar LIBOR historically has been used, which may, in turn, lessen its market\nacceptance. Any decline in SOFR’s current market acceptance could adversely affect the return on, value of and market for the SOFR-linked notes.

Changes in SOFR could adversely affect holders of the SOFR-linked notes.

Because SOFR is published by the NY Federal Reserve based on data received from other sources, Citigroup has no control over its determination,\ncalculation or publication. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the SOFR-linked notes. If the manner in which SOFR is\ncalculated is changed, that change may result in a reduction in the amount of interest that accrues on the SOFR-linked notes, which may adversely affect the trading prices of the SOFR-linked notes. In addition, the interest rate on the SOFR-linked\nnotes for any day will not be adjusted for any modification or amendment to SOFR for that day that NY Federal Reserve may publish if the interest rate for that day has already been determined prior to such publication.

With respect to SOFR Index notes, a decline in market use of the SOFR Index or increased regulatory scrutiny of such SOFR Index could increase\nthe costs and risks of administering such SOFR Index and complying with any such regulations or requirements. These factors may have the effect of discouraging market participants from continuing to administer the SOFR Index, trigger changes in the\nrules or methodologies used in the SOFR Index or lead to the discontinuance or unavailability of the SOFR Index.

The total amount of interest accrued\nand payable with respect to each interest period for SOFR-linked notes will not be known until near the end of the interest period.

Because SOFR in respect of a given day is not published until the U.S. Government Securities Business Day (as defined herein) immediately\nfollowing such day, it will not be possible to calculate accrued interest with respect to any interest period until the end of such period, which may adversely affect your ability to trade SOFR-linked notes in the secondary market.

Similarly, the total amount of interest payable with respect to each interest period for a SOFR-linked note will not be known until near the\nend of such interest period. As a result, you will not know the total amount of interest payable with respect to each such interest period until shortly prior to the related interest payment date and it may be difficult for you to reliably estimate\nthe amount of interest that will be payable on each such interest payment date.

Any Benchmark Replacement may not be the economic equivalent of Compounded SOFR.

Under the benchmark transition provisions of the SOFR-linked notes, if Citigroup (or its affiliate) determines that a Benchmark Transition\nEvent and its related Benchmark Replacement Date have occurred with respect to SOFR, then the interest rate on the SOFR-linked notes will be determined using the next available Benchmark Replacement, which may include a related Benchmark Replacement\nAdjustment. However, there is no assurance that the characteristics of the Benchmark Replacement will be similar to SOFR or the then-current Benchmark that it is replacing and the Benchmark Replacement may not be the economic equivalent of\nCompounded SOFR or the then-current Benchmark that it is replacing. Further, the ISDA Fallback Rate, which is another Benchmark Replacement, may change over time.

In addition, (i) any failure of the Benchmark Replacement to gain market acceptance could adversely affect the floating rate notes, (ii) the\nBenchmark Replacement may have a very limited history and the future performance of the Benchmark Replacement may not be predicted based on historical performance, (iii) the secondary trading market for floating rate notes based on the Benchmark\nReplacement may be limited and (iv) the administrator of the Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement and has no obligation to consider your interests in\ndoing so.

The implementation of Benchmark Replacement Conforming Changes could adversely affect holders of SOFR-linked notes.

Under the benchmark transition provisions of the SOFR-linked notes, if a particular Benchmark Replacement or Benchmark Replacement Adjustment\ncannot be determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected or formulated by (i) the Relevant Governmental Body (such as the Alternative\nReference Rates Committee (the “ARRC”)), (ii) ISDA or (iii) in certain circumstances, Citigroup (or its affiliate). In addition, the benchmark transition provisions expressly authorize Citigroup (or its affiliate) to make certain\nchanges, which are defined as “Benchmark Replacement Conforming Changes,” with respect to, among other things, the determination of interest periods, observation periods and interest reset dates, and the timing and frequency of\ndetermining rates and making payments of interest. The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the\namount of interest payable on the SOFR-linked notes, which could adversely affect the return on, value of and market for such notes.

Citigroup (or its\naffiliate) will have authority to make determinations, decisions and elections that could affect the return on, value of and market for the SOFR-linked notes.

Under the terms of the SOFR-linked notes, Citigroup (or its affiliate) will be authorized to make certain determinations, decisions and\nelections with respect to the interest rate on SOFR-linked notes. Citigroup (or its affiliate) will make any such determination, decision or election in its sole discretion, and any such determination, decision or election that is made could affect\nthe amount of interest payable on SOFR-linked notes. For example, if Citigroup (or its affiliate) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, then Citigroup (or its affiliate) will\ndetermine, among other things, the Benchmark Replacement, Benchmark Replacement Adjustment and Benchmark Replacement Conforming Changes. Any exercise of discretion by Citigroup, or by one of its affiliates, under the terms of the SOFR-linked notes\ncould present a conflict of interest. The interests of Citigroup (or its affiliate) in making the determinations described above may be adverse to your interests as a holder of such floating rate notes. All determinations, decisions or elections by\nCitigroup (or its affiliates), including those made by an affiliate acting as calculation agent, will be conclusive and binding absent manifest error.

Risks Factors Related to Fixed Rate Reset Debt Securities

The historical five-year treasury rates are not an indication of future five-year treasury rates.

In the past, five-year treasury rates have experienced significant fluctuations. You should note that historical levels, fluctuations and\ntrends of five-year treasury rates are not necessarily indicative of future levels. Any historical upward or downward trend in five-year treasury rates is not an indication that five-year treasury rates are more or less likely to increase or\ndecrease at any time before or after the First Reset Date (as defined in the applicable supplement), and you should not take the historical five-year treasury rates as an indication of future rates.

The interest rate on fixed rate reset notes will be calculated using a substitute or successor rate selected by Citigroup if the five-year treasury rate\ncannot be determined on any reset interest determination date.

If the five-year treasury rate cannot be determined as described in\n“Description of Debt Securities—Interest Rate Determination—Fixed Rate Reset Notes,” Citigroup (or an affiliate) may use a substitute or successor rate that it has determined, in its sole discretion after consulting with any\nsource it deems to be reasonable, to be the industry-accepted substitute or successor rate, or, if there is no such industry-accepted substitute or successor rate, a substitute or successor rate that is most comparable to the five-year treasury\nrate. Citigroup (or such affiliate) also will determine, in its sole discretion after consulting with any source it deems to be reasonable, any adjustments to the relevant methodology or definition for calculating such substitute or successor rate,\nincluding any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate.\n

The interests of Citigroup (or its affiliate) in making the determinations described above may be adverse to your interests as a holder\nof the fixed rate reset notes. The selection of a substitute or successor rate, and any decisions made by Citigroup (or such affiliate) in connection with implementing such substitute or successor rate, could result in adverse consequences to the\napplicable dividend payment on the fixed rate reset notes, which could adversely affect the return on, value of and market for the fixed rate reset notes. Further, there is no assurance that the characteristics of any substitute or successor rate\nwill be similar to the five-year treasury rate or that any substitute or successor rate will produce the economic equivalent of the five-year treasury rate.

CITIGROUP INC.

Citigroup Inc. is a global diversified financial services holding company whose businesses provide consumers, corporations, governments and\ninstitutions with a broad, yet focused, range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. Citigroup does\nbusiness in nearly 160 countries and jurisdictions. Citigroup is managed pursuant to five reportable business segments, also referred to as Citi’s “five businesses”: Services, Markets, Banking, Wealth\nand U.S. Personal Banking (USPB). Activities not assigned to the segments are included in All Other. Effective as of first quarter of 2026, Citi transferred its Retail Banking business from USPB to Wealth, and the\nremaining USPB businesses, including Branded Cards and Retail Services, were integrated into a new U.S. Consumer Cards segment. Citigroup was incorporated in 1988 under the laws of the State of Delaware as a corporation with perpetual\nduration.

As a holding company, Citigroup relies on interest, dividends, distributions and other payments from its subsidiaries to fund\ndividends as well as to satisfy its debt and other obligations. Several of Citigroup’s U.S. and non-U.S. subsidiaries are or may be subject to capital adequacy or other liquidity, regulatory or\ncontractual restrictions on their ability to provide such payments, including any local regulatory stress test requirements and inter-affiliate arrangements entered into in connection with Citigroup’s resolution plan. Citigroup’s\nbroker-dealer and bank subsidiaries are subject to restrictions on their ability to lend or transact with affiliates, as well as restrictions on their ability to use funds deposited with them in brokerage or bank accounts to fund their businesses.\n

Every two years, Title I of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) requires\nCitigroup to prepare and submit a plan to the Federal Reserve and the FDIC for the orderly resolution of Citigroup and its significant legal entities under the U.S. Bankruptcy Code in the event of material financial distress or failure.

Under Citigroup’s preferred “single point of entry” resolution plan strategy, only Citigroup, the parent holding company,\nwould enter into bankruptcy, while Citigroup’s material legal entities (as defined in the public section of its 2025 resolution plan, which can be found on the Federal Reserve’s and FDIC’s websites) would remain operational outside\nof any resolution or insolvency proceedings. Citigroup’s resolution plan has been designed to minimize the risk of systemic impact to the U.S. and global financial systems, while maximizing the value of the bankruptcy estate for the benefit of\nCitigroup’s creditors, including its unsecured long-term debt holders.

In addition, in line with the Federal Reserve’s TLAC\nrule, Citigroup’s shareholders and unsecured creditors—including its unsecured long-term debt holders—bear any losses resulting from Citigroup’s bankruptcy. Accordingly, any value realized by holders of its unsecured\nlong-term debt may not be sufficient to repay the amounts owed to such debt holders in the event of a bankruptcy or other resolution proceeding of Citigroup.

The FDIC has also indicated that it was developing a single point of entry strategy to implement the Orderly Liquidation Authority under Title\nII of the Dodd-Frank Act, which provides the FDIC with the ability to resolve a firm when it is determined that bankruptcy would have serious adverse effects on financial stability in the U.S. Under the FDIC’s stated preferred “single\npoint of entry” strategy for such resolution, the bank holding company (Citigroup) would be placed in receivership; the unsecured long-term debt and shareholders of the parent holding company would bear any losses; the FDIC would use its power\nto create a “bridge entity” for Citigroup; transfer the systemically important and viable parts of its business, principally the stock of Citigroup’s main operating subsidiaries and any intercompany claims against such\nsubsidiaries, to the bridge entity; and recapitalize the operating subsidiaries using assets of Citigroup that have been transferred to the bridge entity and exchange external debt claims against Citigroup for equity in the bridge entity. Under this\nTitle II resolution strategy, the value of the stock of the bridge entity that would be redistributed to holders of the debt securities offered by use

\nof this prospectus and other debt securities of Citigroup may not be sufficient to repay all or part of the principal amount and interest on the debt securities and those other securities. Any of\nthe securities being offered by this prospectus may be fully subordinated to interests held by the U.S. government in the event of a receivership, insolvency, liquidation or similar proceeding with respect to Citigroup, including a proceeding under\nthe “orderly liquidity authority” provisions of the Dodd-Frank Act. While the FDIC has indicated that it would expect to use a single point of entry resolution strategy, it is not obligated to follow such a strategy in a Title II\nresolution of Citigroup.

As previously disclosed, in response to feedback received from the Federal Reserve and FDIC, Citigroup took the\nfollowing actions:

\n\n\n\n

(i)

Citicorp LLC (Citicorp), an existing wholly owned subsidiary of Citigroup, was established as an intermediate\nholding company (an IHC) for certain of Citigroup’s operating material legal entities;

\n\n\n\n

(ii)

Citigroup executed an inter-affiliate agreement with Citicorp, Citigroup’s operating material legal\nentities and certain other affiliated entities pursuant to which Citicorp is required to provide liquidity and capital support to Citigroup’s operating material legal entities in the event Citigroup were to enter bankruptcy proceedings (Citi\nSupport Agreement);

\n\n\n\n

(iii)

pursuant to the Citi Support Agreement:

\n\n\n\n\n

•

Citigroup made an initial contribution of assets, including certain high-quality liquid assets and\ninter-affiliate loans (Contributable Assets), to Citicorp, and Citicorp became the business-as-usual funding vehicle for Citigroup’s operating material legal\nentities;

\n\n\n\n\n

•

Citigroup will be obligated to continue to transfer Contributable Assets to Citicorp over time, subject to\ncertain amounts retained by Citigroup to, among other things, meet Citigroup’s near-term cash needs;

\n\n\n\n\n

•

in the event of a Citigroup bankruptcy, Citigroup will be required to contribute most of its remaining assets to\nCiticorp.

\n\n\n\n

(iv)

the obligations of both Citigroup and Citicorp under the Citi Support Agreement, as well as the Contributable\nAssets, are secured pursuant to a security agreement.

On November 22, 2022, the Federal Reserve and FDIC issued\nfeedback on the resolution plans filed on July 1, 2021 by the eight U.S. GSIBs, including Citigroup. The Federal Reserve and FDIC jointly identified one shortcoming in Citigroup’s 2021 resolution plan. The shortcoming related to data\nintegrity and data quality management issues, specifically, weaknesses in Citigroup’s processes and practices for producing certain data that could materially impact its resolution capabilities. On June 20, 2024, the Federal Reserve and\nFDIC issued feedback on the resolution plans filed on July 1, 2023 by the eight U.S. global systemically important banks, including Citigroup. The Federal Reserve and FDIC jointly identified one shortcoming in Citigroup’s 2023 resolution\nplan regarding Citigroup’s derivatives unwind capabilities. If a shortcoming is not satisfactorily explained or addressed before, or in, the submission of the next resolution plan, the shortcoming may be found to be a deficiency in the next\nresolution plan. Citigroup submitted a targeted resolution plan with the Federal Reserve and FDIC on July 1, 2025. For additional information on Citigroup’s resolution plan submissions, see “Managing Global Risk—Liquidity\nRisk” in Citigroup’s most recent Annual Report on Form 10-K.

Under Title I, if the\nFederal Reserve and the FDIC jointly determine that Citigroup’s resolution plan is not “credible” (which, although not defined, is generally believed to mean the regulators do not believe the plan is feasible or would otherwise\nallow Citigroup to be resolved in a way that protects systemically important functions without severe systemic disruption), or would not facilitate an orderly resolution of Citigroup under the U.S. Bankruptcy Code, and Citigroup fails to resubmit a\nresolution plan that remedies any identified deficiencies, Citigroup could be subjected to more stringent capital, leverage or liquidity requirements, or restrictions on its growth, activities or operations. If within two years from the imposition\nof any such requirements or restrictions Citigroup has still not remediated any identified deficiencies, then Citigroup could eventually be required to

\ndivest certain assets or operations. Any such restrictions or actions would negatively impact Citigroup’s reputation, market and investor perception, operations and strategy.

A bank holding company is required by law to act as a source of financial and managerial strength for its subsidiary banks. As a result, the\nFederal Reserve may require Citigroup Inc. to commit resources to its subsidiary banks even if doing so is not otherwise in the interests of Citigroup Inc. or its shareholders or creditors, reducing the amount of funds available to meet its\nobligations.

The principal office of Citigroup is located at 388 Greenwich Street, New York, New York 10013, and its telephone number is\n(212) 559-1000.

USE OF PROCEEDS AND HEDGING

General. Citigroup will use the proceeds it receives from the sale of the offered securities for general corporate purposes,\nwhich may include:

\n\n\n\n\n

•

the repurchase or redemption of its outstanding securities;

\n\n\n\n\n

•

funding investments in or extensions of credit to its subsidiaries; and

\n\n\n\n\n

•

other uses in the ordinary course of conducting its business.

Citigroup expects to incur additional indebtedness in the future to fund its businesses. Citigroup or one or more subsidiaries may\nenter into a swap agreement in connection with the sale of the offered securities and may earn additional income from that transaction.

Use of Proceeds Relating to Index Warrants and Indexed Notes. Citigroup or one or more of its subsidiaries may use all or some\nof the proceeds received from the sale of index warrants or indexed notes to purchase or maintain positions in the underlying assets. Citigroup or one or more of its subsidiaries may also purchase or maintain positions in options, futures contracts,\nforward contracts or swaps, or options on the foregoing, or other derivative or similar instruments relating to the relevant index or underlying assets. Citigroup may also use the proceeds to pay the costs and expenses of hedging any currency,\ninterest rate or other index-related risk relating to such index warrants and indexed notes.

Citigroup expects that it or one or more of\nits subsidiaries will increase or decrease their initial hedging position over time using techniques which help evaluate the size of any hedge based upon a variety of factors affecting the value of the underlying instrument. These factors may\ninclude the history of price changes in that underlying instrument and the time remaining to maturity. Citigroup or one or more of its subsidiaries may take long or short positions in the index, the underlying assets, options, futures contracts,\nforward contracts, swaps, or options on the foregoing, or other derivative or similar instruments related to the index or the underlying assets. These other hedging activities may occur from time to time before the index warrants and indexed notes\nmature and will depend on market conditions and the value of the index and the underlying assets.

In addition, Citigroup or one or more\nof its subsidiaries may purchase or otherwise acquire a long or short position in index warrants and indexed notes from time to time and may, in their sole discretion, hold, resell, exercise, cancel or retire such offered securities. Citigroup or\none or more of its subsidiaries may also take hedging positions in other types of appropriate financial instruments that may become available in the future.

If Citigroup or one or more of its subsidiaries has a long hedge position in, or options, futures contracts or swaps or options on the\nforegoing, or other derivative or similar instruments related to, the index or underlying assets, Citigroup or one or more of its subsidiaries may liquidate all or a portion of its holdings at or about the time of the maturity or earlier redemption\nor repurchase of, or the payment of any indexed interest on, the index warrants and indexed notes. The aggregate amount and type of such positions are likely to vary over time depending on future market conditions and other factors. Since the\nhedging activities described in this section involve risks and may be influenced by a number of factors, it is possible that Citigroup or one or more of its subsidiaries may receive a profit from the hedging activities, even if the market value of\nthe index warrants or indexed notes declines. Citigroup is only able to determine profits or losses from any such position when the position is closed out and any offsetting position or positions are taken into account.

Citigroup has no reason to believe that its hedging activities, as well as those of its subsidiaries, will have a material impact on the price\nof such options, futures contracts, forward contracts, swaps, options on the foregoing, or other derivative or similar instruments, or on the value of the index or the underlying assets. However, Citigroup cannot guarantee you that its hedging\nactivities, as well as those of its subsidiaries, will not affect such prices or values. Citigroup will use the remainder of the proceeds from the sale of index warrants and indexed notes for the general corporate purposes described above.

EUROPEAN MONETARY UNION

The foreign currencies in which notes may be denominated or payments in respect of index warrants may be due or by which amounts due on the\noffered securities may be calculated could be issued by countries that are member states of the European Union that have adopted or adopt the single euro currency in accordance with the Treaty establishing the European Community (as that Treaty is\namended from time to time) (the “Participating Member States”).

The current Participating Member States are: Austria,\nBelgium, Bulgaria, Croatia, Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia and Spain. Other member states of the European Union may also become\nparticipating member states of the single euro currency.

DESCRIPTION OF DEBT SECURITIES

The debt securities offered by this prospectus will be unsecured obligations of Citigroup and will be either senior or subordinated debt.\nSenior debt securities will be issued under a senior debt indenture dated as of November 13, 2013, as supplemented. Subordinated debt securities will be issued under a subordinated debt indenture dated as of April 12, 2001, as\nsupplemented. The senior debt indenture and any of its supplements and the subordinated debt indenture and any of its supplements are sometimes referred to in this prospectus individually as an “indenture” and collectively as the\n“indentures.” The indentures (or forms thereof) and any supplements have been filed with the SEC and are incorporated by reference or included in the registration statement on Form S-3 under the\nSecurities Act, of which this prospectus forms a part.

The following briefly summarizes the material provisions of the indentures and the\ndebt securities, other than pricing and related terms disclosed in the applicable prospectus supplement or pricing supplement, as the case may be. You should read the more detailed provisions of the applicable indenture, including the defined terms,\nfor provisions that may be important to you. You should also read the particular terms of an offering of debt securities, which will be described in more detail in the applicable prospectus supplement or pricing supplement, as the case may be.\nCopies of the indentures may be obtained from Citigroup or the applicable trustee. So that you may easily locate the more detailed provisions, the numbers in parentheses below refer to sections in the applicable indenture or, if no indenture is\nspecified, to sections in each of the indentures. Wherever particular sections or defined terms of the applicable indenture are referred to, such sections or defined terms are incorporated into this prospectus by reference, and the statements in\nthis prospectus are qualified by that reference. If any debt securities are to be issued under an indenture having terms that differ from those described below, the terms of such indenture will be as described in the applicable supplement for the\noffering of such debt securities.

As used in this prospectus, the term “supplement” means either a prospectus supplement or a\npricing supplement, as applicable.

Unless otherwise specified in connection with a particular offering of debt securities, the trustee\nunder the senior debt indenture and under the subordinated indenture will be The Bank of New York Mellon. Citigroup has appointed Citibank, N.A. to act as paying agent under each such indenture.

General

The indentures provide that\nunsecured senior or subordinated debt securities of Citigroup may be issued in one or more series, with different terms, in each case as authorized from time to time by Citigroup. Citigroup also has the right to “reopen” a previous issue\nof a series of debt securities by issuing additional debt securities of such series, which shall be fungible with the previous issue of such series of debt securities.

Details of the terms, including interest calculation provisions, of debt securities issued\nin a foreign currency or currency unit will be disclosed in the applicable prospectus supplement or pricing supplement related to such debt securities. United States federal income tax consequences and other special considerations applicable to any\ndebt securities issued by Citigroup at a discount or a premium will be described in the applicable supplement.

Because Citigroup is a\nholding company, the claims of creditors of Citigroup’s subsidiaries will have a priority over Citigroup’s equity rights and the rights of Citigroup’s creditors, including the holders of debt securities, to participate in the\nassets of the subsidiary upon the subsidiary’s liquidation.

The applicable supplement relating to any offering of debt securities\nwill describe the following terms, where applicable:

\n\n\n\n\n

•

the title of the debt securities;

\n\n\n\n\n

•

whether the debt securities will be senior or subordinated debt;

\n\n\n\n\n

•

the indenture under which the debt securities are being issued;

\n\n\n\n\n

•

the total principal amount of the debt securities;

\n\n\n\n\n

•

the percentage of the principal amount at which the debt securities will be sold and, if applicable, the method\nof determining the price;

\n\n\n\n\n

•

the maturity date or dates;

\n\n\n\n\n

•

the date or dates on which the debt securities may be redeemed prior to maturity either at the option of\nCitigroup or a holder of debt securities, if applicable, the terms upon which such election may be made and the manner in which the early redemption amount will be calculated;

\n\n\n\n\n

•

the interest rate or the method of computing the interest rate;

\n\n\n\n\n

•

the date or dates from which any interest will accrue, or how such date or dates will be determined, and the\ninterest payment date or dates and any related record dates;

\n\n\n\n\n

•

the place or places where payments on the debt securities may be made and the place or places where the debt\nsecurities may be presented for registration of transfer or exchange;

\n\n\n\n\n

•

the currency or currency unit in which payment will be made;

\n\n\n\n\n

•

if the debt securities will be issued in other than book-entry only form;

\n\n\n\n\n

•

the identification of or method of selecting any calculation agents, exchange rate agents, or any other agents\nfor the debt securities;

\n\n\n\n\n

•

any provisions for the discharge of our obligations relating to the debt securities by the deposit of funds or\nU.S. government obligations;

\n\n\n\n\n

•

any provisions relating to the extension or renewal of the maturity date of the debt securities;\n

\n\n\n\n\n

•

if the amount of any payment may be determined with reference to an index or formula based on a currency or\ncurrency unit other than that in which the debt securities are payable, the manner in which the amounts will be determined;

\n\n\n\n\n

•

if the amount of any payment may be determined with reference to an index or formula based on securities,\ncommodities, intangibles, articles or goods, or any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance, the manner in which the\namount will be determined;

\n\n\n\n\n

•

if any payments may be made at the election of Citigroup or a holder of debt securities in a currency or currency\nunit other than that in which the debt securities are stated to be payable, the periods within which, and the terms upon which, such election may be made;

\n\n\n\n\n

•

if other than the full principal amount, the portion of the principal amount of the debt securities payable if\nthe maturity is accelerated;

\n\n\n\n\n

•

the date of any global security if other than the original issuance of the first debt security to be issued;\n

\n\n\n\n\n

•

any material provisions of the applicable indenture described in this prospectus that do not apply to the debt\nsecurities; and

\n\n\n\n\n

•

any other specific terms of the debt securities (Senior Debt Indenture, Section 3.01;\nSubordinated Debt Indenture, Section 2.02).

Optional Redemption

Unless otherwise specified in connection with a particular offering of debt securities, the debt securities are not redeemable prior to\nmaturity, except upon the occurrence of certain tax events described below under “— Redemption for Tax Purposes.” The redemption price for the debt securities upon the occurrence of certain tax events will be 100% of the principal\namount thereof plus accrued interest to the date of the redemption.

Unless otherwise specified, if optional redemption with a\n“make-whole amount” is specified in connection with a particular offering of U.S. dollar debt securities, such debt securities may be redeemed at Citigroup’s option, in whole at any time or in part from time to time, on or after\nthe date specified in the supplement relating to such offering and, if applicable, prior to a date so specified, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date\non a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the number of basis points specified in connection with a\nparticular offering less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the notes to be\nredeemed,

plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by Citigroup in accordance with the following two\nparagraphs.

The Treasury Rate shall be determined by Citigroup after 4:15 p.m., New York City time (or after such time as yields on U.S.\ngovernment securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day\nin the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under\nthe caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, Citigroup shall select, as applicable:\n(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the maturity date of the notes (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on\nH.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than\nthe Remaining Life – and shall interpolate to the maturity date of the notes on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury\nconstant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or\nmaturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, Citigroup shall calculate the Treasury Rate based\non the rate per annum equal to the semi-annual equivalent yield to maturity at

\n11:00 a.m., New York City time, on the second business day preceding such redemption date of the U.S. Treasury security maturing on, or with a maturity that is closest to, the maturity date of\nthe notes, as applicable. If there is no U.S. Treasury security maturing on the maturity date of the notes but there are two or more U.S. Treasury securities with a maturity date equally distant from the maturity date of the notes, one with a\nmaturity date preceding the maturity date of the notes and one with a maturity date following the maturity date of the notes, Citigroup shall select the U.S. Treasury security with a maturity date preceding the maturity date of the notes. If there\nare two or more U.S. Treasury securities maturing on the maturity date of the notes or two or more U.S. Treasury securities meeting the criteria of the preceding sentence, Citigroup shall select from among these two or more U.S. Treasury securities\nthe U.S. Treasury security that is trading closest to par based upon the average of the bid and asked prices for such U.S. Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this\nparagraph, the semi-annual yield to maturity of the applicable U.S. Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such U.S.\nTreasury security, and rounded to three decimal places.

Citigroup’s actions and determinations in determining the redemption price\nshall be conclusive and binding for all purposes, absent manifest error.

Calculation of the foregoing will be made by Citigroup or on our\nbehalf by a person designated by us; provided, however, that such calculation shall not be a duty or obligation of the trustee.

In\naddition, if so specified in connection with a particular offering of securities, Citigroup may redeem a series of debt securities at Citigroup’s option, in whole at any time or in part from time to time, on or after the date specified in the\nsupplement relating to such offering, at a redemption price equal to 100% of the principal amount of the debt securities being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

The redemption of any debt security that is included in Citigroup’s capital and TLAC may be subject to consultation with the Federal\nReserve, which may not acquiesce in the redemption of such note unless it is satisfied that the capital position and TLAC of Citigroup will be adequate after the proposed redemption.

In the case of any optional redemption of only part of the debt securities of a particular series at the time outstanding, the debt securities\nto be redeemed will be selected not more than 60 days prior to the redemption date in accordance with the procedures of the applicable depositary or, in the case of certificated debt securities, by the trustee by such method as the trustee or paying\nagent, as applicable, shall deem appropriate.

If Citigroup elects to redeem debt securities, it will provide notice to the holders of\nrecord of the debt securities to be redeemed. Such notice will be at least 5 days and not more than 30 days before the date fixed for redemption. Each notice of redemption will state:

\n\n\n\n\n

•

such election of Citigroup to redeem debt securities of such series;

\n\n\n\n\n

•

the redemption date;

\n\n\n\n\n

•

the redemption price;

\n\n\n\n\n

•

CUSIP or ISIN number and/or common code of the debt securities to be redeemed; and

\n\n\n\n\n

•

that on the redemption date the redemption price will become due and payable upon each debt security to be\nredeemed, and that interest thereon will cease to accrue on and after said date.

Notwithstanding the foregoing, if the\ndebt securities are held in book-entry form through The Depository Trust Company (“DTC”), Citigroup may give such notice in any manner permitted or required by DTC. See “— Book-Entry Procedures and Settlement —\nNotices” below.

Unless otherwise specified in connection with a particular offering of debt securities, the\ndebt securities are not subject to any sinking fund.

Unless otherwise specified in connection with a particular offering of debt\nsecurities, debt securities denominated in U.S. dollars will be issued only in denominations of $1,000 and whole multiples of $1,000 in excess thereof (Senior Debt Indenture, Section 3.02; Subordinated Debt Indenture,\nSection 2.02). The supplement relating to debt securities denominated in a foreign currency will specify the denomination of such debt securities.

The currency for payment for book-entry debt securities denominated in a foreign currency will be specified in the applicable supplement.\nHowever, when interests in such debt securities are held through DTC, all payments in respect of such debt securities will be made in U.S. dollars. See “— Book-Entry Procedures and Settlement” and “Currency Conversions and\nForeign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency — Currency Conversion” below.

Citigroup\nmay, without notice to or consent of the holders or beneficial owners of a series of debt securities, “reopen” such series of debt securities by issuing additional debt securities having the same ranking, interest rate, maturity and\nother terms as the debt securities initially issued. Any such debt securities could be considered part of the same series of debt securities under the indenture as the debt securities initially issued.

The senior debt securities will be issued only in registered form. The subordinated debt securities may be issued in registered form, bearer\nform, or both; however, unless otherwise specified in connection with a particular offering of subordinated debt securities, the subordinated debt securities will be issued in registered form. If bearer securities are issued, the United States\nfederal income tax consequences and other special considerations, procedures and limitations applicable to such bearer securities will be described in the applicable supplement. As currently anticipated, debt securities of a series will trade in\nbook-entry form, and global notes will be issued in physical (paper) form, as described below under “— Book-Entry Procedures and Settlement.”

Unless otherwise specified in connection with a particular offering of debt securities, the debt securities may be presented for exchange, and\ndebt securities other than a global security may be presented for registration of transfer, at the principal office of Citibank, N.A. in New York City. Holders will not have to pay any service charge for any registration of transfer or exchange of\ndebt securities, but Citigroup may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with such registration of transfer. (Senior Debt Indenture, Section 3.06; Subordinated\nDebt Indenture, Section 2.05). Debt securities in bearer form will be transferable by delivery. Provisions with respect to the exchange of debt securities in bearer form will be described in the applicable supplement.

Unless otherwise specified in connection with a particular offering of debt securities denominated in a foreign currency, a fiscal agency\nagreement will be entered into in relation to the debt securities between Citigroup and Citibank, N.A., London Branch, as registrar, fiscal agent and principal paying agent. The terms “registrar,” “fiscal agent,” and\n“principal paying agent” shall include any successors appointed from time to time in accordance with the provisions of the fiscal agency agreement, and any reference to an “agent” or “agents” shall mean any or all\n(as applicable) of such persons. The holders of the debt securities are bound by, and are deemed to have notice of, the provisions of the fiscal agency agreement. Unless otherwise specified in connection with a particular offering of debt\nsecurities, copies of the fiscal agency agreement are available for inspection during usual business hours at the principal office of Citibank, N.A., London Branch, located at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England.\n

Unless otherwise specified in connection with a particular offering of debt securities, the debt securities are intended to qualify as\neligible long-term debt for purposes of the TLAC rule. As a result, in the event of a Citigroup bankruptcy or other resolution proceeding, Citigroup’s losses and any losses incurred by its subsidiaries would be imposed first on\nCitigroup’s shareholders and then on its unsecured creditors, including the

\nholders of the debt securities. Further, in a bankruptcy or other resolution proceeding of Citigroup, any value realized by holders of the debt securities may not be sufficient to repay the\namounts owed on the debt securities.

For more information about the final TLAC rule and its consequences for the debt securities, you should refer to the\nsection “Managing Global Risk — Liquidity Risk —Resolution Plan” and “—Total Loss-Absorbing Capacity (TLAC)” in Citigroup’s most recent Annual Report on Form\n10-K.

Payments of Principal and Interest

Payments of principal and interest on debt securities issued in book-entry form will be made as described below under “— Book-Entry\nProcedures and Settlement.” Payments of principal and interest on debt securities issued in definitive form, if any, will be made as described below under “— Definitive Notes and Paying Agents.”

Interest on the debt securities will be paid on the dates specified in connection with a particular offering of debt securities (each, an\n“interest payment date”). If an interest payment date for a fixed rate note or the maturity date or redemption date of the debt securities falls on a day that is not a Business Day, the payment due on such interest payment date or on the\nmaturity date or redemption date will be postponed to the next succeeding Business Day, and no further interest will accrue in respect of such postponement. Unless otherwise specified in connection with a particular offering of debt securities, if\nan interest payment date for a floating rate note falls on a day that is not a Business Day, payment due on such interest payment date will be paid the next following Business Day unless that day falls in the next calendar month, in which case the\npayment due on such interest payment date will be paid the first preceding Business Day.

Unless otherwise specified in connection with a\nparticular offering of debt securities, all payments of interest on the debt securities will be made to the persons in whose names the notes are registered at the close of business on the Business Day preceding an interest payment date.

Unless otherwise specified in connection with a particular offering of debt securities, in this section, “Business Day” means any\nday which is a day on which commercial banks settle payments and are open for general business in New York, in the case of U.S. dollar-denominated debt securities. The business day definition for debt securities in any other currency will be set\nforth in the applicable supplement.

If a date for payment of interest or principal on the debt securities falls on a day that is not a\nbusiness day in the place of payment, such payment will be made on the next succeeding business day in such place of payment as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the\ndue date for payment of such principal or interest.

Interest Rate Determination

Fixed Rate Notes

Unless otherwise\nspecified in connection with a particular offering of debt securities, each fixed rate note will bear interest from its original issue date, or from the last interest payment date to which interest has been paid or duly provided for, at the rate per\nannum stated in the applicable supplement until its principal amount is paid or made available for payment.

Unless otherwise specified in\nconnection with a particular offering of debt securities, interest on each fixed rate note will be payable semi-annually in arrears on the dates set forth in the applicable supplement, with each such day being an interest payment date, and at\nmaturity. Unless otherwise specified in connection with a particular offering of debt securities, interest on U.S.-dollar-denominated fixed rate notes will be calculated on the basis of a 360-day year\ncomprised of twelve 30-day months or, in the case of an incomplete month, the

\nnumber of days elapsed. The day-count for fixed rate notes denominated in any other currency will be set forth in the applicable supplement. All U.S.\ndollar amounts resulting from this calculation will be rounded to the nearest cent, with one-half cent being rounded upward.

Fixed Rate Reset Notes

Unless otherwise\nspecified in connection with a particular offering of debt securities, each fixed rate reset note will bear interest from its original issue date, or from the last interest payment date to which interest has been paid or duly provided for, from, and\nincluding, the date of issuance of the fixed rate reset note to, but excluding, the First Reset Date (as defined in the applicable supplement), at an annual rate stated in the applicable supplement, and (ii) from, and including, the First Reset\nDate, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent interest determination date (as described below) plus a spread stated in the applicable supplement, until the principal amount is paid or made\navailable for payment. Unless otherwise specified in connection with a particular offering of debt securities, interest on each fixed rate reset note will be payable quarterly in arrears on the dates set forth in the applicable supplement, with each\nsuch day being an interest payment date, and at maturity.

Unless otherwise specified in connection with a particular offering of debt\nsecurities, a “reset period” means the period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date\nto, but excluding, the next succeeding reset date. A “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date, and no reset date, including the First Reset Date, will be adjusted\nfor business days. A “reset interest determination date” means, in respect of any reset period, the day that is three business days prior to the beginning of such reset period.

For any reset period beginning on or after the First Reset Date, the five-year treasury rate will be:

\n\n\n\n\n

•

The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for\nfive-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities” in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published\nby the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the calculation agent in its sole discretion.

\n\n\n\n\n

•

If no calculation is provided as described above, then Citigroup (or such affiliate) will use a substitute or\nsuccessor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such\nindustry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, Citigroup (or such affiliate) may\ndetermine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset interest determination date and any other relevant methodology\nor definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any\nindustry-accepted practices for such substitute or successor rate.

The five-year treasury rate will be determined on each reset\ninterest determination date.

With respect to any interest period, any interest on the fixed rate reset notes will be calculated on the\nbasis of a 360-day year of twelve 30-day months, and “interest period” means the period from, and including, each interest payment date to, but excluding,\nthe next succeeding interest payment date, except for the initial interest period, which will be the period from, and including, the date of issuance of the fixed rate reset notes to, but excluding, the first interest payment date.

All percentages used in or resulting from any calculation of the interest rate for fixed\nrate reset notes will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the\ncalculation on the fixed rate reset notes will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward.

Any determination, decision or election that may be made by Citigroup (or one of its affiliates) pursuant to the provisions described above,\nincluding any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any\nselection, will be conclusive and binding absent manifest error, will be made in Citigroup’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this prospectus or the applicable supplement, shall\nbecome effective without consent from the holders of the notes or any other party.

Floating Rate Notes – Compounded SOFR Notes

SOFR is published by the NY Federal Reserve and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by\nU.S. Treasury securities. The NY Federal Reserve reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral U.S. Treasury repurchase agreement (“repo”) transactions cleared through the\ndelivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a subsidiary of DTC. SOFR is filtered by the NY Federal Reserve to remove a portion of the foregoing transactions considered to be\n“specials”. According to the NY Federal Reserve, “specials” are repos for specific- issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept\na lesser return on their cash in order to obtain a particular security.

The NY Federal Reserve reports that SOFR is calculated as a\nvolume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party\nrepo market, as well as General Collateral Finance Repo transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC’s delivery-versus-payment service. NY Federal Reserve states that it obtains information\nfrom DTCC Solutions LLC, an affiliate of DTC. The NY Federal Reserve currently publishes the Secured Overnight Financing Rate daily on its website at https://www.newyorkfed.org/markets/reference-rates/sofr. The NY Federal Reserve states on its\npublication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or\navailability of SOFR at any time without notice.

Unless otherwise specified in connection with a particular offering of debt securities,\neach Compounded SOFR note will bear interest at an annual rate initially equal to Compounded SOFR (as defined below) plus any spread or spread multiplier specified in the note and the applicable supplement. Interest will be payable quarterly in\narrears on the second Business Day (as defined below) following each interest period end date (as specified in the note and the applicable supplement); provided that the interest payment date with respect to the final interest period will be\na redemption date, if applicable, or the maturity date.

Interest for each interest period will be calculated by multiplying the principal\namount of the Compounded SOFR note by the product of (i) Compounded SOFR plus the applicable spread or spread multiplier (as specified in the note and the applicable supplement) multiplied by (ii) the quotient of actual number of calendar\ndays in such interest period divided by 360; provided that in no event will the interest payable on the SOFR notes be less than zero. Interest will be calculated on the basis of the actual number of days elapsed and a year of 360 days.

“Interest period” means the period from, and including, each interest period end date (as specified in the note and the applicable\nsupplement) to, but excluding, the next succeeding interest period end date; provided that, if Citigroup has an option to early redeem the Compounded SOFR notes, the interest period following an election by Citigroup to redeem the notes, and\nthe final interest period will be the period from, and including, the

\nimmediately preceding interest period end date to, but excluding, the redemption date or the maturity date; and provided further that Compounded SOFR for each calendar day from, and\nincluding, the Rate Cut-Off Date (as defined below) to, but excluding, the redemption date or the maturity date will equal SOFR in respect of the Rate Cut-Off Date.

In the event that any interest period end date (other than a redemption date or the maturity date) is not a Business Day (as defined below),\nthen such date will be postponed to the next succeeding Business Day, unless that day falls in the next calendar month, in which case the interest period end date will be the immediately preceding Business Day. In the event that the maturity date or\na redemption date is not a Business Day (as defined below), then such date will be postponed to the next succeeding Business Day, and no further interest will accrue with respect to such postponement.

For the purposes of calculating interest with respect to any interest period for a Compounded SOFR note:

“Compounded SOFR” means a rate of return of a daily compounded interest investment calculated in accordance with the formula\nbelow, with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (0.00000005 being rounded upwards):

\n\n\n $\"LOGO\"$ \n

where

“do”, for any interest period, is the number of U.S. Government Securities Business Days in the relevant interest period.\n

“i” is a series of whole numbers from one to do, each representing the relevant U.S. Government Securities\nBusiness Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant interest period.

“SOFRi”, for any day “i” in the relevant interest period, is a reference rate equal to SOFR in respect\nof that day.

“ni”, for any day “i” in the relevant interest period, is the number of calendar days\nfrom, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business Day.

“d” is the number of calendar days in the relevant interest period.

“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry\nand Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“SOFR” means, with respect to any day, the rate determined by the calculation agent in accordance with the following provisions:\n

\n\n\n\n

(1)

the Secured Overnight Financing Rate for trades made on such day that appears at approximately 3:00 p.m. (New\nYork City time) on the NY Federal Reserve’s Website on the U.S. Government Securities Business Day immediately following such day (“SOFR Determination Time”); or

\n\n\n\n

(2)

if the rate specified in (1) above does not so appear, unless a Benchmark Transition Event and its related\nBenchmark Replacement Date have occurred as described in (3) below, the Secured Overnight

\n\n\n

\nFinancing Rate published on the NY Federal Reserve’s Website for the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on\nthe NY Federal Reserve’s Website; or

\n\n\n\n

(3)

if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the relevant\ninterest period end date, the calculation agent will use the Benchmark Replacement to determine the rate and for all other purposes relating to the notes.

Effect of Benchmark Transition Event

Benchmark Replacement. If Citigroup (or one of its affiliates) determines that a Benchmark Transition Event and its related Benchmark\nReplacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Compounded SOFR notes in\nrespect of such determination on such date and all determinations on all subsequent dates.

Benchmark Replacement Conforming\nChanges. In connection with the implementation of a Benchmark Replacement, Citigroup (or one of its affiliates) will have the right to make Benchmark Replacement Conforming Changes from time to time.

Decisions and Determinations. Any determination, decision or election that may be made by Citigroup (or one of its affiliates) pursuant\nto the benchmark transition provisions described herein, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any\ndecision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in Citigroup’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary\nin the documentation relating to the Compounded SOFR notes, shall become effective without consent from the holders of the Compounded SOFR notes or any other party. For the avoidance of doubt, nothing herein shall require the trustee to monitor or\ndetermine whether any Benchmark Transition Event has occurred nor to act as designee of Citigroup in connection therewith. In no event shall the trustee be responsible for the selection of any Benchmark Replacement, for determining any Benchmark\nReplacement Conforming Changes or for making any Benchmark Replacement Adjustment.

Certain Defined Terms. As used in this section:\n

“Benchmark” means, initially, Compounded SOFR; provided that if Citigroup (or one of its affiliates) determines that on or\nprior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark\nReplacement.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by\nCitigroup (or one of its affiliates) as of the Benchmark Replacement Date:

\n\n\n\n

(1)

the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant\nGovernmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment; or

\n\n\n\n

(2)

the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or\n

\n\n\n\n

(3)

the sum of: (a) the alternate rate of interest that has been selected by Citigroup (or one of its\naffiliates) as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and\n(b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the\norder below that can be determined by Citigroup (or one of its affiliates) as of the Benchmark Replacement Date:

\n\n\n\n

(1)

the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a\npositive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

\n\n\n\n

(2)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA\nFallback Adjustment;

\n\n\n\n

(3)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by Citigroup\n(or one of its affiliates) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted\nBenchmark Replacement for U.S. dollar-denominated floating rate notes at such time.

“Benchmark Replacement\nConforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes that Citigroup (or one of its affiliates) decides may be appropriate to reflect the adoption of such Benchmark\nReplacement in a manner substantially consistent with market practice (or, if Citigroup (or such affiliate) decides that adoption of any portion of such market practice is not administratively feasible or if Citigroup (or such affiliate) determines\nthat no market practice for use of the Benchmark Replacement exists, in such other manner as Citigroup (or such affiliate) determines is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

\n\n\n\n

(1)

in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later\nof (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

\n\n\n\n

(2)

in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the\npublic statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise\nto the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.\n

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current\nBenchmark:

\n\n\n\n

(1)

a public statement or publication of information by or on behalf of the administrator of the Benchmark\nannouncing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the\nBenchmark;

\n\n\n\n

(2)

a public statement or publication of information by the regulatory supervisor for the administrator of the\nBenchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an\nentity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at\nthe time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

\n\n\n\n

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of the\nBenchmark announcing that the Benchmark is no longer representative.

“Business Day” means any weekday that is not a legal holiday in New York City\nand is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed and is a U.S. Government Securities Business Day.

“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto.

“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any\nsuccessor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means\nthe spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark\nfor the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the\nISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“NY Federal Reserve” means the Federal Reserve Bank of New York.

“NY Federal Reserve’s Website” means the website of the NY Federal Reserve, currently at http://www.newyorkfed.org, or any\nsuccessor website of the NY Federal Reserve or the website of any successor administrator of the Secured Overnight Financing Rate.

“Rate Cut-Off Date” means the second U.S. Government Securities Business Day prior to a\nredemption date or the maturity date.

“Reference Time” with respect to any determination of the Benchmark means (1) if\nthe Benchmark is Compounded SOFR, the SOFR Determination Time and (2) if the Benchmark is not Compounded SOFR, the time determined by Citigroup (or one of its affiliates) in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System and/or the NY Federal Reserve, or a\ncommittee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the NY Federal Reserve or any successor thereto.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

Floating Rate Notes, except Compounded SOFR Notes

Each floating rate note will bear interest at the interest rate specified in the supplement relating to a particular series of debt securities.\nUnless otherwise specified in connection with a particular offering of debt securities, interest on each floating rate note will be payable quarterly in arrears on the dates set forth in the applicable supplement, with each such day being an\ninterest payment date, and at maturity. Unless otherwise specified in connection with a particular offering of debt securities, interest on floating rate notes will be calculated on the basis of the actual number of days in an interest period and a 360-day year. An interest period is the period commencing on an interest payment date and ending on the day preceding the next following interest payment date, except that the first interest period is the period\ncommencing on the date the floating rate note is issued and ending on the day preceding the next following interest payment date.

The\ninterest rate for each offering of floating rate notes for a particular interest period will be a per annum rate equal to the base rate specified in the applicable supplement, as determined on the relevant interest\n

\ndetermination date (defined below for each base rate), plus or minus any spread or multiplied by any spread multiplier, and in no event will the interest payable on a floating rate note be less\nthan zero (unless otherwise specified in connection with a particular offering of floating rate notes). A basis point, or bp, equals one-hundredth of a percentage point. The spread is the number of basis\npoints specified in the applicable supplement and the spread multiplier is the percentage specified in the applicable supplement.

Each\nfloating rate note will bear interest for each interest period at a rate determined by the calculation agent named or to be named in the future as described in the applicable prospectus supplement. Promptly upon determination, the calculation agent\nwill inform the trustee and Citigroup of the interest rate for the next interest period. Absent manifest error, the determination of the interest rate by the calculation agent shall be binding and conclusive on the holders of such floating rate\nnotes, the trustee and Citigroup. Upon request from any noteholder, the calculation agent will provide the interest rate in effect on the notes for the current interest period and, if it has been determined, the interest rate to be in effect for the\nnext interest period.

The applicable supplement will designate one of the following base rates as applicable to an offering of floating\nrate notes:

\n\n\n\n\n

•

SOFR Index;

\n\n\n\n\n

•

the Treasury Rate;

\n\n\n\n\n

•

the Prime Rate; or

\n\n\n\n\n

•

such other rate or interest rate formula as is set forth in the applicable supplement and in such floating rate\nnote.

When used in describing the various base rates, “index maturity” is the period of maturity of the\ninstrument or obligation from which the base rate is calculated.

Unless otherwise specified in connection with a particular offering of\ndebt securities, each of the following base rates will be determined by the calculation agent as described below. Unless otherwise specified in connection with a particular offering of debt securities, all percentages resulting from any calculation\nof the rate of interest on a floating rate note will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts\nused in, or resulting from, the calculation on floating rate notes will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward.

Compounded SOFR Index Notes. Each Compounded SOFR Index note will bear interest for each interest period at an interest\nrate equal to Compounded SOFR Index (as defined below) and any spread or spread multiplier specified in the note and the applicable supplement.

Interest on the Compounded SOFR Index notes will be determined by the calculation agent on each interest determination date. The interest\ndetermination date for the Compounded SOFR Index notes is the date two U.S. Government Securities Business Days (as defined below) before each interest payment date.

For the purposes of calculating interest with respect to any interest period:

“Compounded SOFR Index” means the rate computed in accordance with the following formula, with the resulting percentage being\nrounded, if necessary, to the nearest one hundred-thousandth of a percentage point (0.00000005 being rounded upwards):

\n\n\n $\"LOGO\"$ \n

where:

“SOFR IndexStart” is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the first\ndate of the relevant interest period;

“SOFR IndexEnd” is the SOFR Index value for the day which is two U.S. Government\nSecurities Business Days preceding the interest payment date relating to such interest period; and

“dc” is the number of\ncalendar days in the relevant Observation Period.

“SOFR Index”, with respect to any U.S. Government Securities Business Day,\nmeans:

\n\n\n\n

(1)

the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR\nAdministrator’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); or

\n\n\n\n

(2)

if a SOFR Index value specified in (1) above does not so appear at the SOFR Index Determination Time,\nthen:

\n\n\n\n

(i)

if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to\nSOFR, then Compounded SOFR Index shall be the rate determined pursuant to the “SOFR Index Unavailability” provisions below; or

\n\n\n\n

(ii)

if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR,\nthen Compounded SOFR Index shall be the rate determined pursuant to the “Effect of a Benchmark Transition Event” provisions below

where:

“SOFR”\nmeans the daily Secured Overnight Financing Rate as provided by the SOFR Administrator on the SOFR Administrator’s website.

“SOFR Administrator” means the NY Federal Reserve (or a successor administrator of SOFR); and

“SOFR Administrator’s Website” means the website of the NY Federal Reserve, currently at

http://www.newyorkfed.org, or any successor website of the NY Federal Reserve or the website of a successor administrator of SOFR.

“Observation Period” means, in respect of each interest period, the period from, and including, the date two U.S. Government\nSecurities Business Days preceding the first date in such interest period to, but excluding, the date two U.S. Government Securities Business Days preceding the interest payment date for such interest period.

SOFR Index Unavailability

If SOFR\nIndexStart or SOFR IndexEnd is not published on the relevant interest determination date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR Index” will\nmean, for the relevant interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula

\nfor SOFR Averages, and definitions required for such formula, published on the SOFR Administrator’s Website at\nhttps://www.newyorkfed.org/markets/reference-rates/sofr-averages-and-index. For the purposes of this provision, references in the SOFR Averages compounding formula and\nrelated definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day, “i” in the Observation Period, SOFRi for such day\n“i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s Website.

The SOFR Index, which the NY Federal Reserve started publishing on March 2, 2020, measures the cumulative impact of compounding the SOFR\non a unit of investment over time, with the initial value set to 1.00000000 on April 2, 2018, the first value date of SOFR.

Effect of Benchmark\nTransition Event

Benchmark Replacement. If Citigroup (or one of its affiliates) determines that a Benchmark Transition Event\nand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the\nCompounded SOFR notes in respect of such determination on such date and all determinations on all subsequent dates.

Benchmark\nReplacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Citigroup (or one of its affiliates) will have the right to make Benchmark Replacement Conforming Changes from time to time.

Decisions and Determinations. Any determination, decision or election that may be made by Citigroup (or one of its affiliates) pursuant\nto the benchmark transition provisions described herein, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any\ndecision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in Citigroup’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary\nin the documentation relating to the Compounded SOFR Index notes, shall become effective without consent from the holders of the Compounded SOFR Index notes or any other party. For the avoidance of doubt, nothing herein shall require the trustee to\nmonitor or determine whether any Benchmark Transition Event has occurred nor to act as designee of Citigroup in connection therewith. In no event shall the trustee be responsible for the selection of any Benchmark Replacement, for determining any\nBenchmark Replacement Conforming Changes or for making any Benchmark Replacement Adjustment.

Certain Defined Terms. As used in\nthis section:

“Benchmark” means, initially, Compounded SOFR Index; provided that if a Benchmark Transition Event and its\nrelated Benchmark Replacement Date have occurred with respect to Compounded SOFR Index (or the published daily SOFR used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark\nReplacement.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by\nCitigroup (or one of its affiliates) as of the Benchmark Replacement Date:

\n\n\n\n

(1)

the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant\nGovernmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or

\n\n\n\n

(2)

the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or\n

\n\n\n\n

(3)

the sum of: (a) the alternate rate of interest that has been selected by Citigroup (or one of its\naffiliates) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due

\n\n\n

\nconsideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark\nReplacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order\nbelow that can be determined by Citigroup (or one of its affiliates) as of the Benchmark Replacement Date:

\n\n\n\n

(1)

\n\n\n\n

(2)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA\nFallback Adjustment;

\n\n\n\n

(3)

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark\n(including the daily published component used in the calculation thereof):

\n\n\n\n

(1)

\n\n\n\n

(2)

in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the\npublic statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current\nBenchmark (including the daily published component used in the calculation thereof):

\n\n\n\n

(1)

a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such\ncomponent) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that\nwill continue to provide the Benchmark (or such component);

\n\n\n\n

(2)

a public statement or publication of information by the regulatory supervisor for the administrator of the\nBenchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the

\n\n\n

\nBenchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution\nauthority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely,\nprovided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

\n\n\n\n

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of the\nBenchmark announcing that the Benchmark is no longer representative.

“ISDA” means the\nInternational Swaps and Derivatives Association, Inc. or any successor thereto.

“ISDA Definitions” means the\n2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that\nwould apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions\nto be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded\nSOFR Index, the SOFR Index Determination Time, and (2) if the Benchmark is not Compounded SOFR Index, the time determined by Citigroup (or its affiliate) in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System and/or the Federal\nReserve, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve or any successor thereto.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.\n

Treasury Rate Notes. Each Treasury Rate note will bear interest for each interest period at an interest rate\nequal to the Treasury Rate and any spread or spread multiplier, specified in the note and the applicable supplement.

The calculation\nagent will determine the Treasury Rate on each interest determination date. The interest determination date for each interest period will be the day of the week in which the beginning of that interest period falls on which U.S. Treasury securities\nare normally auctioned. U.S. Treasury securities are normally sold at auction on Monday of each week unless that day is a legal holiday. In that case the auction is normally held on the following Tuesday, except that the auction may be held on the\npreceding Friday. If, as the result of a legal holiday, an auction is held on the Friday of the week preceding an interest period, that Friday will be the interest determination date pertaining to the interest period commencing in the next\nsucceeding week. If an auction date falls on any day that would otherwise be an interest determination date for a Treasury Rate note, then that interest determination date will instead be the business day immediately following the auction date.

Unless “Constant Maturity” is specified in the applicable supplement, the Treasury Rate for each interest period will be the rate\nfor the auction held on the Treasury Rate determination date for such interest period of

\nU.S. Treasury securities (as defined below) as such rate appears on Reuters (or any successor service) on page USAUCTION10 (or any other page as may replace such page on such service)\n(“Reuters Page USAUCTION10”) or page USAUCTION11 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION11”) opposite the caption “INVEST RATE.” U.S. Treasury securities are direct\nobligations of the United States that have the index maturity specified in the applicable Note or supplement. “H.15(519)” means the publication entitled “Statistical Release H.15(519), Selected Interest Rates,” or any\nsuccessor publication, published by the Federal Reserve. “H.15 Daily Update” means the daily update of the Federal Reserve at http://www.federalreserve.gov/releases/H15/update or any successor site or publication.

If the Treasury Rate cannot be determined as described above, the following procedures will be followed in the order set forth below.

\n\n\n\n

(1)

If the Treasury rate is not published prior to 3:00 p.m., New York City time on the earlier of 1) the tenth\ncalendar day after the interest determination date or, if that day is not a business day, the next succeeding business day, or 2) the business day immediately preceding the applicable interest payment date or maturity date, as the case may be (the\n“calculation date”), then the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the rate for the applicable U.S. Treasury securities as published in H.15 Daily Update, or another recognized electronic source used for\nthe purpose of displaying the applicable rate, opposite the caption “U.S. Government Securities/Treasury Bills/Auction High” on the interest determination date.

\n\n\n\n

(2)

If the rate referred to in clause (1) is not so published by 3:00 p.m., New York City time, on the\ncalculation date, the Treasury Rate will be the Bond Equivalent Yield of the auction rate of the applicable U.S. Treasury securities as announced by the U.S. Department of the Treasury on the interest determination date.

\n\n\n\n

(3)

If the rate referred to in clause (2) above is not so announced by the U.S. Department of the Treasury, or\nif the auction is not held, then the Treasury Rate will be the Bond Equivalent Yield of the rate on the interest determination date of the applicable U.S. Treasury securities published in H.15(519) opposite the caption “U.S. Government\nSecurities/Treasury Bills/Secondary Market.”

\n\n\n\n

(4)

If the rate referred to in clause (3) is not so published by 3:00 p.m., New York City time, on the\ncalculation date, then the Treasury Rate will be the rate on the calculation date of the applicable U.S. Treasury securities as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable\nrate, opposite the caption “U.S. Government Securities/Treasury Bills/Secondary Market” on the interest determination date.

\n\n\n\n

(5)

If the rate referred to in clause (4) is not so published by 3:00 p.m., New York City time, then the\nTreasury Rate for such interest period will be the same as the Treasury Rate for the immediately preceding interest period. If there was no preceding interest period, the Treasury Rate will be the initial interest rate. Bond Equivalent Yield will be\nexpressed as a percentage and calculated as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Bond Equivalent Yield

D × N

× 100

360 – (D × M)

where “D” refers to the applicable per annum rate for U.S. Treasury securities quoted on a bank discount basis and\nexpressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable interest period.

Prime Rate Notes. Prime Rate notes will bear interest at a rate equal to the Prime Rate and any spread or spread\nmultiplier specified in the Prime Rate notes and the applicable supplement.

The calculation agent will determine the Prime Rate for each\ninterest period on each interest determination date. The interest determination date is the second business day prior to each interest period. The Prime Rate will

\nbe the rate made available and subsequently published on that date in H.15(519) opposite the caption “Bank Prime Loan.” “H.15(519)” means the publication entitled\n“Statistical Release H.15(519), Selected Interest Rates,” or any successor publication, published by the Federal Reserve. “H.15 Daily Update” means the daily update of the Federal Reserve at\nhttp://www.federalreserve.gov/releases/H15/update or any successor site or publication.

The following procedures will be followed if the\nPrime Rate cannot be determined as described above.

\n\n\n\n\n

•

If the rate is not published prior to 3:00 p.m., New York City time, on the calculation date, then the Prime Rate\nwill be the rate on the interest determination date that is published in the H.15 Daily Update other recognized electronic source used for the purpose of displaying that rate, opposite the caption “Bank Prime Loan.”\n

\n\n\n\n\n

•

If the rate referred to above is not published prior to 3:00 p.m., New York City time, on the calculation date,\nthen the Prime Rate will be the arithmetic mean of the rates of interest that appear on the USPRIME1 page (or such other page as may replace such page on such service for the purpose of displaying prime rates or base lending rates of major United\nStates banks) as such bank’s prime rate or base lending rate as of 11:00 a.m., New York City time, on the interest determination date.

\n\n\n\n\n

•

If fewer than four such rates appear on the Reuters Screen USPRIME1 page, then the Prime Rate will remain the\nsame as the Prime Rate for the immediately preceding interest period, or if there was no interest period, the rate of interest payable will be the initial interest rate.

“Reuters Screen USPRIME1 page” means the display which appears on the display on Reuters (or any successor service) as page\n“USPRIME1” (or any other page as may replace such page), for the purpose of displaying prime rates or base lending rates of major United States banks.

Fixed Rate/Floating Rate Notes and Fixed Rate Reset Notes

The applicable supplement may provide that a debt security will be a fixed rate note for a specified portion of its term and a floating rate\nnote for the remainder of its term. In such an event, the interest rate on the debt security will be determined as if it were a fixed rate note and a floating rate note for each respective period, all as specified herein and in the applicable\nsupplement. The applicable supplement may provide that a debt security will be a fixed rate note for a specified portion of its term and then reset that fixed rate at specified intervals for the remainder of its term. In such event, the interest\nrate on the debt security will be determined as specified herein and in the applicable supplement.

Dual Currency Debt Securities

Citigroup may from time to time offer dual currency debt securities on which Citigroup has the option of making all payments of principal and\ninterest on such debt securities, the payments on which would otherwise be made in the specified currency of those debt securities, in the optional payment currency specified in the applicable supplement. This option will be exercisable in whole but\nnot in part on an option election date, which will be any of the dates specified in the applicable supplement. Information as to the relative value of the specified currency compared to the optional payment currency will be set forth in the\napplicable supplement.

The supplement for each issuance of dual currency debt securities will specify, among other things, the specified\ncurrency; the optional payment currency; and the designated exchange rate. The designated exchange rate will be a fixed exchange rate used for converting amounts denominated in the specified currency into amounts denominated in the optional payment\ncurrency. The supplement will also specify the option election dates and interest payment dates for the related issuance of dual currency debt securities. Each option election date will be a particular number of days before an interest payment date\nor maturity, as set forth in the applicable supplement. Each option election date will be the date on which Citigroup may select whether to make all scheduled payments due thereafter in the optional payment currency rather than in the specified\ncurrency.

If Citigroup makes such an election, the amount payable in the optional payment currency\nwill be determined using the designated exchange rate specified in the applicable supplement. Unless otherwise specified in connection with a particular offering of debt securities, if such an election is made, notice of the election will be\nprovided in accordance with the terms of the dual currency debt securities within two business days of the option election date. The notice will state (1) the first date, whether an interest payment date and/or maturity, on which scheduled\npayments in the optional payment currency will be made and (2) the designated exchange rate. Unless otherwise specified in the applicable supplement, any such notice by Citigroup, once given, may not be withdrawn. The equivalent value in the\nspecified currency of payments made after such an election may be less, at the then current exchange rate, than if Citigroup had made the payment in the specified currency.

For United States federal income tax purposes, holders of dual currency debt securities may need to comply with rules which differ from the\ngeneral rules applicable to holders of other types of debt securities offered by this prospectus. The United States federal income tax consequences of the purchase, ownership and disposition of dual currency debt securities will be set forth in the\napplicable supplement.

Extension of Maturity

If so stated in the supplement relating to a particular offering of debt securities, Citigroup may extend the stated maturity of those debt\nsecurities for an extension period. Unless otherwise specified in connection with a particular offering of debt securities, such an extension period will be one or more periods of one to five whole years, up to but not beyond the final maturity date\nset forth in the supplement.

Unless otherwise specified in connection with a particular offering of debt securities, Citigroup may\nexercise its option for a particular offering of debt securities by notifying the trustee for that series at least 45 but not more than 60 days prior to the original stated maturity of the debt security. Not later than 40 days prior to the original\nstated maturity of the debt security, the trustee for the debt securities will provide notice of the extension to the holder, in accordance with “— Book-Entry Procedures and Settlement — Notices” below. The extension notice\nwill set forth among other items: the election of Citigroup to extend the stated maturity of the debt security; the new stated maturity; in the case of a fixed rate note, the interest rate applicable to the extension period; in the case of a\nfloating rate note, the spread, spread multiplier or method of calculation applicable to the extension period; and any provisions for redemption during the extension period, including the date or dates on which, or the period or periods during\nwhich, and the price or prices at which, a redemption may occur during the extension period.

Unless otherwise specified in connection\nwith a particular offering of debt securities, upon the provision by such trustee of an extension notice in accordance with “— Book-Entry Procedures and Settlement — Notices” below, the stated maturity of the debt security\nwill be extended automatically, and, except as modified by the extension notice and as described in the next paragraph, the debt security will have the same terms as prior to the extension notice.

Despite the foregoing and unless otherwise specified in connection with a particular offering of debt securities, not later than 20 days prior\nto the original stated maturity of the debt security, Citigroup may, at its option, revoke the interest rate, or the spread or spread multiplier, as the case may be, provided for in the extension notice for the debt security and establish for the\nextension period a higher interest rate, in the case of a fixed rate note, or a higher spread or spread multiplier, in the case of a floating rate note. Citigroup may so act by causing the trustee for the debt security to provide notice of the\nhigher interest rate or higher spread or spread multiplier, as the case may be, in accordance with “— Book-Entry Procedures and Settlement — Notices” below, to the holder of the debt security. Unless otherwise specified in\nconnection with a particular offering of debt securities, the notice will be irrevocable. Unless otherwise specified in connection with a particular offering of debt securities, all debt securities for which the stated maturity is extended will bear\nthe higher interest rate, in the case of fixed rate notes, or higher spread or spread multiplier, in the case of floating rate notes, for the extension period, whether or not tendered for repayment.

If so stated in the supplement relating to a particular offering of debt securities, the\nholder of a debt security of which Citigroup elects to extend maturity may have the option of early redemption, repayment or repurchase.

Listing\n

Unless otherwise specified in connection with a particular offering of debt securities, the debt securities will not be listed on any\nU.S. or international stock exchange.

Payment of Additional Amounts

Obligation to Pay Additional Amounts

Unless otherwise specified in connection with a particular offering of debt securities, Citigroup will pay additional amounts to the beneficial\nowner of any debt security that is a non-United States person in order to ensure that every net payment on such debt security will not be less, due to payment of U.S. withholding tax, than the amount then due\nand payable. For this purpose, a “net payment” on a debt security means a payment by Citigroup or a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other\ngovernmental charge of the United States. These additional amounts will constitute additional interest on the debt security.

Exceptions

Unless otherwise specified in connection with a particular offering of debt securities, Citigroup will not be required to pay additional\namounts, however, in any of the circumstances described in items (1) through (13) below.

\n\n\n\n

(1)

\n\n\n\n\n

•

having a relationship with the United States as a citizen, resident or otherwise;

\n\n\n\n\n

•

having had such a relationship in the past; or

\n\n\n\n\n

•

being considered as having had such a relationship.

\n\n\n\n

(2)

\n\n\n\n\n

•

being treated as present in or engaged in a trade or business in the United States;

\n\n\n\n\n

•

being treated as having been present in or engaged in a trade or business in the United States in the past; or\n

\n\n\n\n\n

•

having or having had a permanent establishment in the United States.

\n\n\n\n

(3)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax,\nassessment or other governmental charge that is imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as these terms are defined in the Internal Revenue Code of 1986, as amended):\n

\n\n\n\n\n

•

personal holding company;

\n\n\n\n\n

•

foreign private foundation or other foreign tax-exempt organization;\n

\n\n\n\n\n

•

passive foreign investment company;

\n\n\n\n\n

•

controlled foreign corporation; or

\n\n\n\n\n

•

corporation which has accumulated earnings to avoid United States federal income tax.

\n\n\n\n

(4)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax,\nassessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power of all classes of stock of\nCitigroup entitled to vote or by reason of the beneficial owner being a bank that has invested in a debt security as an extension of credit in the ordinary course of its trade or business.

For purposes of items (1) through (4) above, “beneficial owner” means a fiduciary, settlor, beneficiary, member or\nshareholder of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder.

\n\n\n\n

(5)

Additional amounts will not be payable to any beneficial owner of a debt security that is a:\n

\n\n\n\n\n

•

fiduciary;

\n\n\n\n\n

•

partnership;

\n\n\n\n\n

•

limited liability company; or

\n\n\n\n\n

•

other fiscally transparent entity,

or that is not the sole beneficial owner of the debt security, or any portion of the debt security. However, this exception to the obligation to pay\nadditional amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been\nentitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment.

\n\n\n\n

(6)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax,\nassessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting\nrequirements. This exception to the obligation to pay additional amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the\nUnited States is a party as a precondition to exemption from such tax, assessment or other governmental charge.

\n\n\n\n

(7)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax,\nassessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a debt security by Citigroup or a paying agent.

\n\n\n\n

(8)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax,\nassessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided\nfor, whichever occurs later.

\n\n\n\n

(9)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax,\nassessment or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner of a debt security for payment more than 30 days after the date on which such payment becomes due or is duly provided for,\nwhichever occurs later.

\n\n\n\n

(10)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any:\n

\n\n\n\n\n

•

estate tax;

\n\n\n\n\n

•

inheritance tax;

\n\n\n\n\n

•

gift tax;

\n\n\n\n\n

•

sales tax;

\n\n\n\n\n

•

excise tax;

\n\n\n\n\n

•

transfer tax;

\n\n\n\n\n

•

wealth tax;

\n\n\n\n\n

•

personal property tax; or

\n\n\n\n\n

•

any similar tax, assessment, withholding, deduction or other governmental charge.

\n\n\n\n

(11)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax,\nassessment, or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on a note if such payment can be made without such withholding by any other paying agent.

\n\n\n\n

(12)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any\nwithholding, deduction, tax, duty assessment or other governmental charge that would not have been imposed but for a failure by the holder or beneficial owner of a debt security (or any financial institution through which the holder or beneficial\nowner holds the debt security or through which payment on the debt security is made) to take any action (including entering into an agreement with the Internal Revenue Service (“IRS”)) or to comply with any applicable certification,\ndocumentation, information or other reporting requirement or agreement concerning accounts maintained by the holder or beneficial owner (or any such financial institution), or concerning ownership of the holder or beneficial owner, or any\nsubstantially similar requirement or agreement.

\n\n\n\n

(13)

Additional amounts will not be payable if a payment on a debt security is reduced as a result of any\ncombination of items (1) through (12) above.

Except as specifically provided in this section (“Payment of\nAdditional Amounts”) and under “— Redemption for Tax Purposes” below, Citigroup will not be required to make any payment of any tax, assessment or other governmental charge imposed by any government or a political subdivision\nor taxing authority of such government.

Relevant Definitions

As used in this prospectus, “United States person” means:

\n\n\n\n\n

•

any individual who is a citizen or resident of the United States;

\n\n\n\n\n

•

any corporation, partnership or other entity treated as a corporation or a partnership created or organized in or\nunder the laws of the United States or any political subdivision thereof;

\n\n\n\n\n

•

any estate if the income of such estate falls within the federal income tax jurisdiction of the United States\nregardless of the source of such income; and

\n\n\n\n\n

•

a trust if (a) a United States court is able to exercise primary supervision over its administration and one\nor more United States persons have the authority to control all of the substantial decisions of the trust; or (b) it has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.\n

Additionally, “non-United States person”\nmeans a person who is not a United States person, and “United States” means the United States of America, including the states of the United States of America and the District of Columbia, but excluding its territories and possessions.\n

Redemption for Tax Purposes

Redemption Procedure\n

Unless otherwise specified in connection with a particular offering of debt securities, Citigroup may, at its option, redeem a series\nof debt securities as a whole, but not in part, on not less than 15 nor more than 60 days’ prior notice, only in the circumstances described in items (1) or (2) below under “— Redemption Circumstances.” To redeem,\nCitigroup must pay a redemption price equal to 100% of the principal amount of the debt securities, together with accrued interest to the redemption date.

Redemption Circumstances

Unless\notherwise specified in connection with a particular offering of debt securities, there are two sets of circumstances in which Citigroup may redeem the debt securities in the manner described above under “— Redemption Procedure”:\n

(1) Citigroup may redeem a series of debt securities if:

\n\n\n\n\n

•

Citigroup becomes or will become obligated to pay additional amounts as described under “— Payment of\nAdditional Amounts” above;

\n\n\n\n\n

•

the obligation to pay additional amounts arises as a result of any change in the laws, regulations or rulings of\nthe United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after the date of the supplement relating to the original issuance of\nnotes which form a series; and

\n\n\n\n\n

•

Citigroup determines, in its business judgment, that the obligation to pay such additional amounts cannot be\navoided by the use of reasonable measures available to it, other than substituting the obligor under the notes or taking any action that would entail a material cost to Citigroup.

(2) Citigroup may also redeem a series of debt securities if:

\n\n\n\n\n

•

any act is taken by a taxing authority of the United States on or after the date of the supplement relating to\nthe original issuance of notes which form a series, whether or not such act is taken in relation to Citigroup or any subsidiary, that results in a substantial probability that Citigroup will or may be required to pay additional amounts as described\nunder “— Payment of Additional Amounts” above;

\n\n\n\n\n

•

\n\n\n\n\n

•

Citigroup receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the\nUnited States results in a substantial probability that Citigroup will or may be required to pay the additional amounts described under “— Payment of Additional Amounts” above, and delivers to the trustee a certificate, signed by a\nduly authorized officer, stating that based on such opinion Citigroup is entitled to redeem a series of debt securities pursuant to their terms.

Book-Entry Procedures and Settlement

Unless otherwise specified in connection with a particular offering of debt securities, we will issue debt securities under a book-entry system\nin the form of one or more global securities. We will register the global

\nsecurities in the name of a depositary or its nominee and deposit the global securities with that depositary. Unless otherwise specified in connection with a particular offering of debt\nsecurities, DTC will be the depositary if we use a depositary.

Following the issuance of a global security in registered form, the\ndepositary will credit the accounts of its participants with the debt securities upon our instructions. Only persons who hold directly or indirectly through financial institutions that are participants in the depositary can hold beneficial interests\nin the global securities. Because the laws of some jurisdictions require certain types of purchasers to take physical delivery of such securities in definitive form, you may encounter difficulties in your ability to own, transfer or pledge\nbeneficial interests in a global security.

So long as the depositary or its nominee is the registered owner of a global security,\nCitigroup and the relevant trustee will treat the depositary as the sole owner or holder of the debt securities for purposes of the applicable indenture. Therefore, except as set forth below, you will not be entitled to have debt securities\nregistered in your name or to receive physical delivery of certificates representing the debt securities. Accordingly, you will have to rely on the procedures of the depositary and the participant in the depositary through whom you hold your\nbeneficial interest in order to exercise any rights of a holder under the indenture. Citigroup understands that under existing practices, the depositary would act upon the instructions of a participant or authorize that participant to take any\naction that a holder is entitled to take.

You may elect to hold interests in the global securities either in the United States through\nDTC or outside the United States through Clearstream Banking, S.A. (“Clearstream”) or Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System, (“Euroclear”) if you are a participant of such system, or\nindirectly through organizations that are participants in such systems. Interests held through Clearstream and Euroclear will be recorded on DTC’s books as being held by the U.S. depositary for each of Clearstream and Euroclear, which U.S.\ndepositaries will in turn hold interests on behalf of their participants’ customers’ securities accounts.

As long as the debt\nsecurities are represented by the global securities, we will pay principal of and interest and premium, if any, on those securities to or as directed by DTC as the registered holder of the global securities. Payments to DTC will be in immediately\navailable funds by wire transfer. DTC, Clearstream or Euroclear, as applicable, will credit the relevant accounts of their participants on the applicable date. Neither we nor the relevant trustee will be responsible for making any payments to\nparticipants or customers of participants or for maintaining any records relating to the holdings of participants and their customers, and you will have to rely on the procedures of the depositary and its participants.

If an issue of debt securities is denominated in a currency other than the U.S. dollar, we will make payments of principal and any interest in\nthe foreign currency in which the debt securities are denominated or, only for notes held through DTC, in U.S. dollars. See “Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency —\nCurrency Conversion” below.

Settlement

You will be required to make your initial payment for the debt securities in immediately available funds. Secondary market trading between DTC\nparticipants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between\nClearstream customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional\neurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one\nhand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected in

\nDTC in accordance with DTC rules on behalf of the relevant European international clearing system by a U.S. depositary; however, such cross-market transactions will require delivery of\ninstructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (based on European time). The relevant European international\nclearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving debt securities in DTC, and making or\nreceiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their\nrespective U.S. depositaries.

Because of time-zone differences, credits of debt securities received in Clearstream or Euroclear as a\nresult of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such debt securities settled during such\nprocessing will be reported to the relevant Clearstream customers or Euroclear participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of debt securities by or through a Clearstream customer or a Euroclear\nparticipant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among\nparticipants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

Definitive Notes and Paying Agents

A\nbeneficial owner of book-entry securities represented by a global security may exchange the securities for definitive (paper) securities only if:

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(a)

the depositary is unwilling or unable to continue as depositary for such global security and Citigroup is\nunable to find a qualified replacement for the depositary within 90 days;

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(b)

at any time the depositary ceases to be a clearing agency registered under the Exchange Act; or\n

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(c)

Citigroup in its sole discretion decides to allow some or all book-entry securities to be exchangeable for\ndefinitive securities in registered form.

Unless otherwise specified in connection with a particular offering of debt\nsecurities, any global security that is exchangeable will be exchangeable in whole for definitive securities in registered form, with the same terms and of an equal aggregate principal amount, in denominations of $1,000 and whole multiples of\n$1,000. Definitive notes will be registered in the name or names of the person or persons specified by the depositary in a written instruction to the registrar of the securities. The depositary may base its written instruction upon directions it\nreceives from its participants.

If any of the events described above occurs, then the beneficial owners will be notified through the\nchain of intermediaries that definitive debt securities are available and notice will be published as described below under “— Notices.” Beneficial owners of book-entry debt securities will then be entitled (1) to receive\nphysical delivery in certificated form of definitive debt securities equal in principal amount to their beneficial interest and (2) to have the definitive debt securities registered in their names. Thereafter, the holders of the definitive debt\nsecurities will be recognized as the “holders” of the debt securities under the applicable indenture.

The applicable\nindenture provides for the replacement of a mutilated, lost, stolen or destroyed definitive debt security, so long as the applicant furnishes to Citigroup and the trustee such security or indemnity and such evidence of ownership as they may require.\n

In the event definitive debt securities are issued, the holders of definitive debt securities will be able to receive payments of\nprincipal and interest on their debt securities at the office of Citigroup’s paying agent

\nmaintained in the Borough of Manhattan (in the case of holders of U.S. dollar-denominated debt securities or holders of debt securities denominated in a foreign currency electing to receive\npayments in U.S. dollars) and in London (in the case of holders of debt securities denominated in a foreign currency not electing to receive payments in U.S. dollars). Payment of principal of a definitive debt security may be made only against\nsurrender of the debt security to one of Citigroup’s paying agents. Citigroup also has the option of making payments of interest by mailing checks to the registered holders of the debt securities.

Unless otherwise specified in connection with a particular offering of debt securities, Citigroup’s paying agent in the Borough of\nManhattan will be the corporate trust office of Citibank, N.A., located at 388 Greenwich Street, New York, New York 10013. Citigroup’s paying agent in London is Citibank, N.A., London Branch, located at Citigroup Centre, Canada Square, Canary\nWharf, London E14 5LB, England.

In the event definitive debt securities are issued, the holders of definitive debt securities will be\nable to transfer their securities, in whole or in part, by surrendering the debt securities for registration of transfer at the office of Citibank, N.A. listed above, duly endorsed by or accompanied by a written instrument of transfer in form\nsatisfactory to Citigroup and the securities registrar. A form of such instrument of transfer will be obtainable at the relevant office of Citibank, N.A. Upon surrender, Citigroup will execute, and the trustee will authenticate and deliver, new debt\nsecurities to the designated transferee in the amount being transferred, and a new debt security for any amount not being transferred will be issued to the transferor. Such new securities will be delivered free of charge at the relevant office of\nCitibank, N.A., as requested by the owner of such new debt securities. Citigroup will not charge any fee for the registration of transfer or exchange, except that it may require the payment of a sum sufficient to cover any applicable tax or other\ngovernmental charge payable in connection with the transfer.

Notices

So long as the global securities are held on behalf of DTC or any other clearing system, notices to holders of securities represented by a\nbeneficial interest in the global securities may be given by delivery of the relevant notice to DTC or the alternative clearing system, as the case may be.

Governing Law

The senior debt indenture,\nthe subordinated debt indenture and the debt securities for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

Unclaimed Funds

Unless otherwise\nspecified in connection with a particular offering of debt securities, all funds deposited with the relevant trustee or any paying agent for the payment of principal, interest, premium or additional amounts in respect of the debt securities that\nremain unclaimed for two years after the maturity date of the debt securities will be repaid to Citigroup upon its request. Thereafter, any right of any noteholder to such funds shall be enforceable only against Citigroup, and the trustee and paying\nagents will have no liability therefor.

Prescription

Under New York’s statute of limitations, any legal action to enforce Citigroup’s payment obligations evidenced by the debt\nsecurities must be commenced within six years after payment is due. Thereafter Citigroup’s payment obligations will generally become unenforceable.

Senior Debt

The senior debt securities\nwill be issued under the senior debt indenture, will be unsecured obligations of Citigroup and will rank on an equal basis with all other unsecured senior indebtedness of Citigroup, whether

\nexisting at the time of issuance or created thereafter. In the event of (i) any conflict between a provision of the senior debt indenture and the Trust Indenture Act of 1939, as amended (the\n“TIA”) or (ii) the omission of a provision required to be included in the senior debt indenture by the TIA, the TIA will control.

Subordinated Debt

The subordinated debt\nsecurities will be issued under the subordinated debt indenture, will be unsecured obligations of Citigroup, will rank subordinated and junior in right of payment, to the extent set forth in the subordinated debt indenture, to all “Senior\nIndebtedness” (as defined below) of Citigroup and will rank equally with all other unsecured and subordinated indebtedness of Citigroup, whether existing at the time of issuance or created thereafter, other than subordinated indebtedness which\nis designated as junior to the subordinated debt securities. In the event of (i) any conflict between a provision of the subordinated debt indenture and the TIA, or (ii) the omission of a provision required to be included in the\nsubordinated debt indenture by the TIA, the TIA will control.

If Citigroup defaults in the payment of any principal of, or premium, if\nany, or interest on any Senior Indebtedness when it becomes due and payable after any applicable grace period, then, unless and until the default is cured or waived or ceases to exist, Citigroup cannot make a payment on account of or redeem or\notherwise acquire the subordinated debt securities. Nevertheless, holders of subordinated debt securities may still receive and retain:

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securities of Citigroup or any other corporation provided for by a plan of reorganization or readjustment that\nare subordinate, at least to the same extent that the subordinated debt securities are subordinate to Senior Indebtedness; and

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payments made from a defeasance trust as described below.

If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to Citigroup, its creditors or its property, then all\nSenior Indebtedness must be paid in full before any payment may be made to any holders of subordinated debt securities. Holders of subordinated debt securities must return and deliver any payments received by them, other than in a plan of\nreorganization or through a defeasance trust as described below, directly to the holders of Senior Indebtedness until all Senior Indebtedness is paid in full. (Subordinated Debt Indenture, Section 14.01).

“Senior Indebtedness” means:

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(1)

the principal, premium, if any, and interest in respect of (A) indebtedness for money borrowed and\n(B) indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by Citigroup, including all indebtedness (whether now or hereafter outstanding) issued under (i) an indenture dated November 13,\n2013 between Citigroup and The Bank of New York Mellon, as trustee, as the same has been or may be amended, modified or supplemented from time to time, and (ii) an indenture dated March 15, 1987, between Citigroup and The Bank of New York\nMellon, as successor trustee, as the same has been or may be amended, modified or supplemented from time to time;

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(2)

all capital lease obligations of Citigroup;

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(3)

all obligations of Citigroup issued or assumed as the deferred purchase price of property, all conditional sale\nobligations of Citigroup and all obligations of Citigroup under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business;

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(4)

all obligations, contingent or otherwise, of Citigroup in respect of any letters of credit, bankers\nacceptances, security purchase facilities or similar credit transactions;

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(5)

all obligations of Citigroup in respect of interest rate swap, cap or other agreements, interest rate future or\noption contracts, currency swap agreements, currency future or option contracts or other similar agreements;

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(6)

all obligations of the type referred to in clauses (1) through (5) above of other persons for the payment\nof which Citigroup is responsible or liable as obligor, guarantor or otherwise; and

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(7)

all obligations of the type referred to in clauses (1) through (6) above of other persons secured by any\nlien on any property or asset of Citigroup, whether or not such obligation is assumed by Citigroup;

except that Senior Indebtedness\ndoes not include:

(A) any other indebtedness issued under the subordinated debt indenture;

(B) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under (i) the indenture, dated as of\nOctober 7, 1996, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase (formerly known as The Chase Manhattan Bank), as the same has been or may be amended, modified, or supplemented from time to time and\n(ii) the indenture, dated as of July 23, 2004, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, as trustee, as the same has been or may be amended, modified, or supplemented from time to time\n(collectively, the “junior subordinated debt indentures”);

(C) any guarantee in respect of any preferred\nsecurities, capital securities or preference stock of a Citigroup Trust; or

(D) any indebtedness or any guarantee that is\nby its terms subordinated to, or ranks equally with, the subordinated notes and the issuance of which (x) has received the concurrence or approval of the staff of the NY Federal Reserve or the staff of the Board of Governors of the Federal\nReserve System or (y) does not at the time of issuance prevent the subordinated notes from qualifying for Tier 2 capital treatment (irrespective of any limits on the amount of Citigroup’s Tier 2 capital) under the applicable capital\nadequacy guidelines, regulations, policies or published interpretations of the Board of Governors of the Federal Reserve System or any applicable concurrence or approval of the NY Federal Reserve or its staff.

“Citigroup Trust” means each of Citigroup Capital III and Citigroup Capital XIII, each, a Delaware statutory trust, or any other\nsimilar trust created for the purpose of issuing preferred securities in connection with the issuances of junior subordinated notes under the junior subordinated debt indenture or the junior junior subordinated debt indenture.

Such Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to the benefits of these subordination provisions\nirrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.

Covenants

Limitations on Liens. The senior debt indenture provides that Citigroup will not, and will not permit any Subsidiary to,\nincur, issue, assume or guarantee any indebtedness for money borrowed if such indebtedness is secured by a pledge of, lien on, or security interest in any shares of Voting Stock of any Significant Subsidiary, without providing that each series of\nsenior debt securities and, at Citigroup’s option, any other senior indebtedness ranking equally with such series of senior debt securities, is secured equally and ratably with such indebtedness. This limitation shall not apply to indebtedness\nsecured by a pledge of, lien on or security interest in any shares of Voting Stock of any corporation at the time it becomes a Significant Subsidiary, including any renewals or extensions of such secured indebtedness (Senior Debt Indenture,\nSection 5.04). The subordinated debt indenture does not contain a similar provision.

“Significant\nSubsidiary” means a Subsidiary, including its Subsidiaries, which meets any of the following conditions:

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Citigroup’s and its other Subsidiaries’ investments in and advances to the Subsidiary exceed\n10 percent of the total assets of Citigroup and its Subsidiaries consolidated as of the end of the most recently completed fiscal year;

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Citigroup’s and its other Subsidiaries’ proportionate share of the total assets of the Subsidiary\nafter intercompany eliminations exceeds 10 percent of the total assets of Citigroup and its Subsidiaries consolidated as of the end of the most recently completed fiscal year; or

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Citigroup’s and its other Subsidiaries’ equity in the income from continuing operations before income\ntaxes, extraordinary items and cumulative effect of a change in accounting principles of the Subsidiary exceeds 10 percent of such income of Citigroup and its Subsidiaries consolidated for the most recently completed fiscal year.\n

“Subsidiary” means any person of which a majority of the voting power of the outstanding ownership\ninterests (excluding ownership interests entitled to voting power only by reason of the happening of a contingency) shall at the time be owned, directly or indirectly, by Citigroup, and/or one or more Subsidiaries, except securities entitled to vote\nfor directors only upon the happening of a contingency. For this purpose, “voting power” means power to vote in an ordinary election of directors (or, in the case of a person that is not a corporation, ordinarily to appoint or approve\nthe appointment of persons holding similar positions).

“Voting Stock” means capital stock, the holders of which have general\nvoting power under ordinary circumstances to elect at least a majority of the board of directors of a corporation, except capital stock that carries only the right to vote conditioned on the happening of an event regardless of whether such event\nshall have happened (Senior Debt Indenture, Section 5.04).

Limitations on Mergers and Sales of\nAssets. The indentures provide that Citigroup will not merge or consolidate with another entity or sell other than for cash or lease all or substantially all its assets to another entity, except if such lease or sale is to one or more of\nits Subsidiaries, unless:

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either (1) Citigroup is the continuing entity, or (2) the successor entity, if other than Citigroup, in\nthe case of the senior debt indenture is a U.S. entity, and expressly assumes by supplemental indenture the obligations evidenced by the securities issued pursuant to the indenture; and

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in the case of the senior debt indenture or if provided in the applicable supplement for a series of subordinated\ndebt, immediately after the transaction, there would not be any default in the performance of any covenant or condition of the indenture (Senior Debt Indenture, Sections 5.05 and 16.05; Subordinated Debt Indenture,\nSection 15.01).

Limitations on Future Issuances of Subordinated Debt Securities under the\nSubordinated Debt Indenture. The subordinated debt indenture provides that any subordinated debt securities issued under the subordinated debt indenture shall either (x) be issued with the concurrence or approval of the staff of the\nNY Federal Reserve or the staff of the Federal Reserve System or (y) qualify at the time of issuance for Tier 2 capital treatment (irrespective of any limits on the amount of Citigroup’s Tier 2 capital) under the applicable capital\nadequacy guidelines, regulations, policies or published interpretations of the Federal Reserve System.

Other than the restrictions\ndescribed above, the indentures do not contain any covenants or provisions that would protect holders of the debt securities in the event of a highly leveraged transaction.

Modification of the Indentures

Under the\nindentures, Citigroup and the relevant trustee can enter into supplemental indentures to establish the form and terms of any series of debt securities without obtaining the consent of any holder of debt securities in certain circumstances described\nin the indentures, including to conform the terms of any series of debt securities to the terms specified in the applicable offering document.

Citigroup and the trustee may, with the consent of the holders of at least a majority in aggregate principal amount of the senior debt\nsecurities of a series or at least a majority in aggregate principal amount of the subordinated debt securities of a series that, in each case, are affected by such modification, modify the applicable indenture or the rights of the holders of the\nsecurities of such series to be affected.

No such modification may, without the consent of the holder of each security so affected:\n

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change the fixed maturity of any such securities;

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reduce the rate of interest on such securities;

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reduce the principal amount of such securities or the premium, if any, on such securities;

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reduce the amount of the principal of any securities issued originally at a discount;

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change the currency in which any such securities are payable; or

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impair the right to sue for the enforcement of any such payment on or after the maturity of such securities.\n

In addition, no such modification may:

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reduce the percentage of securities referred to above whose holders need to consent to the modification without\nthe consent of such holders; or

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change the rights, duties or immunities of the trustee under the indentures unless the trustee agrees to such\nchange (Senior Debt Indenture, Sections 15.01, 15.02 and 15.03; Subordinated Debt Indenture, Sections 13.01, 13.02 and 13.03).

In addition, the subordinated debt indenture may not be amended without the consent of each holder of subordinated debt securities affected\nthereby to modify the subordination of the subordinated debt securities issued under that indenture in a manner adverse to the holders of the subordinated debt securities (Subordinated Debt Indenture, Section 13.02).

Events of Default and Defaults

Events of\ndefault under the senior debt indenture are:

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failure to pay principal or required interest for 30 days after it is due; and

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certain events of insolvency or bankruptcy, whether voluntary or not (Senior Debt Indenture,\nSection 6.01).

Defaults under the senior debt indenture include:

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failure to perform any other covenant of Citigroup in the senior debt indenture; and

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all events of default (Senior Debt Indenture, Section 6.07).

Unless otherwise specified in connection with a particular offering of senior debt, only the events of default provide for a right of\nacceleration of the senior debt securities. No other event, including a default that is not also an event of default, will result in acceleration (Senior Debt Indenture, Sections 6.01, 6.02 and 6.07).

Unless otherwise specified in connection with a particular offering of subordinated debt, the only events of default specified in the\nsubordinated debt indenture are events of insolvency or bankruptcy, whether voluntary or not, with respect to Citigroup. Only these events of default provide for a right of acceleration of the subordinated debt securities. No other event, including\na default in the payment of principal of, premium, if any, or interest on, subordinated debt securities, the performance of any other covenant of Citigroup in the subordinated indenture or any other default that is not also an event of default, will\nresult in acceleration (Subordinated Debt Indenture, Sections 6.01, 6.02 and 6.07).

If an event of default regarding debt\nsecurities of any series issued under the indentures should occur and be continuing, either the trustee or the holders of 25% in the principal amount of outstanding debt securities of such

\nseries may declare each debt security of that series due and payable (Section 6.02). Citigroup is required to file annually with the trustee a statement of an officer as to the fulfillment\nby Citigroup of its obligations under the indentures during the preceding year (Senior Debt Indenture, Section 5.06; Subordinated Debt Indenture, Section 5.04).

No event of default regarding one series of senior debt securities issued under the senior debt indenture is necessarily an event of default\nregarding any other series of senior debt securities (Senior Debt Indenture, Section 6.01). For purposes of this section, “series” refers to debt securities having identical terms, except as to issue date,\nprincipal amount and, if applicable, the date from which interest begins to accrue.

Holders of a majority in principal amount of the\noutstanding debt securities of any series will be entitled to control certain actions of the trustee under the indentures and to waive past defaults regarding such series (Sections 6.02 and 6.06). The trustee generally will not be under any\nobligation to act at the request, order or direction of any of the holders of debt securities, unless one or more of such holders shall have offered to the trustee security or indemnity reasonably satisfactory to it (Section 10.01).

If a default occurs regarding a series of debt securities, the trustee may use any sums that it collects under the relevant indenture for its\nown reasonable compensation and expenses incurred prior to paying the holders of debt securities of such series (Section 6.05).

Before any holder of any series of debt securities may institute action for any remedy, except payment on such holder’s debt security\nwhen due, the holders of not less than 25% in principal amount of the debt securities of that series outstanding must request the trustee to take action. Holders must also offer security and indemnity reasonably satisfactory to the trustee against\nliabilities incurred by the trustee for taking such action (Section 6.07).

Defeasance

Senior Debt Indenture. Unless otherwise specified in connection with a particular offering of senior debt securities, after\nCitigroup has deposited with the trustee cash and/or U.S. government securities or, in the case of debt securities denominated in a currency other than U.S. dollars, after Citigroup has deposited with the trustee funds in the currency specified in\nthe applicable supplement and/or other government securities specified in the applicable supplement in trust for the benefit of the holders sufficient to pay the principal of, premium, if any, and interest on the senior debt securities of such\nseries when due, then Citigroup, at its option:

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will be deemed to have paid and satisfied its obligations on all outstanding senior debt securities of such\nseries, which is known as “defeasance and discharge” (Senior Debt Indenture, Section 12.02); or

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will cease to be under any obligation under specific covenants, relating to the senior debt securities of such\nseries, which is known as “covenant defeasance” (Senior Debt Indenture, Section 12.03).

In the case of both defeasance and discharge and covenant defeasance, Citigroup must also deliver to the trustee an opinion of counsel to the\neffect that the beneficial owners of the senior debt securities of such series will have no United States federal income tax consequences as a result of such deposit (Senior Debt Indenture, Section 12.04).

When there is a defeasance and discharge, (1) the senior debt indenture will no longer govern the senior debt securities of such series,\n(2) Citigroup will no longer be liable for payment and (3) the holders of such senior debt securities will be entitled only to the deposited funds. When there is a covenant defeasance, however, Citigroup will continue to be obligated to\nmake payments when due if the deposited funds are not sufficient.

The obligations and rights under the senior debt indenture regarding\ncompensation, reimbursement and indemnification of the trustee, optional redemption, mandatory or optional sinking fund payments, if any,

\nregistration of transfer and exchange of the senior debt securities of such series, replacement of mutilated, destroyed, lost or stolen senior debt securities and certain other administrative\nprovisions will continue even if Citigroup exercises its defeasance and discharge or covenant defeasance options (Senior Debt Indenture, Sections 12.02 and 12.03).

Subordinated Debt Indenture. Unless otherwise specified in connection with a particular offering of subordinated\ndebt securities, the defeasance and discharge and covenant defeasance provisions contained in the subordinated debt indenture will apply and are substantially the same as those described above for the senior debt indenture (Subordinated Debt\nIndenture, Sections 11.01, 11.02, 11.03, 11.04 and 11.05).

Under the subordinated debt indenture, in the case of both defeasance and\ndischarge and covenant defeasance, Citigroup must also deliver to the trustee an opinion of counsel to the effect that the beneficial owners of the subordinated debt securities will have no United States federal income tax consequences as a result\nof such deposit.

Concerning the Trustee

Citigroup has had and may continue to have banking relationships with the trustee in the ordinary course of business.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Introduction

The following is a general\nsummary of United States federal income tax considerations that may be relevant to a beneficial owner of a debt security. The summary is based on:

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laws;

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regulations;

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rulings; and

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decisions now in effect,

all of which may change, possibly with retroactive effect. This summary deals only with beneficial owners that will hold debt securities as capital assets.\nThis summary does not address all of the United States federal income tax considerations that may be relevant to a beneficial owner of debt securities, including consequences arising under state, local, foreign tax law, the alternative minimum tax,\nthe Medicare tax on net investment income or special timing rules prescribed under section 451(b) of the U.S. Internal Revenue Code. In particular, this summary does not address tax considerations applicable to investors to whom special tax rules\nmay apply, including:

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banks or other financial institutions;

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tax-exempt entities;

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insurance companies;

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regulated investment companies;

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common trust funds;

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controlled foreign corporations;

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dealers in securities or currencies;

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an entity classified as a partnership for U.S. federal income tax purposes or investors therein;\n

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persons that will hold debt securities as a hedge or in order to hedge against currency risk or as a part of an\nintegrated investment, including a “straddle” or “conversion transaction,” comprised of a debt security and one or more other positions; or

\n\n\n\n\n

•

United States holders (as defined below) that have a functional currency other than the U.S. dollar.\n

Any special United States federal income tax considerations relevant to a particular issue of debt securities,\nincluding any indexed notes, floating rate notes, notes with an extendible maturity, dual currency notes or notes providing for contingent payments, will be provided in the applicable supplement. Purchasers of such notes should carefully examine the\napplicable supplement and should consult with their tax advisors with respect to such notes. Prospective purchasers of debt securities with maturities of one year or less should be aware that special United States federal income tax rules apply to\nshort-term debt instruments, and should consult with their tax advisors with respect to such securities.

Prospective investors should\nconsult their tax advisors in determining the tax consequences to them of purchasing, holding, and disposing of the debt securities, including the application to their particular situation of the United States federal income tax considerations\ndiscussed below, as well as the application of state, local, foreign or other tax laws.

As used in this summary, the term “United\nStates holder” means a beneficial owner of a debt security who is a citizen or resident of the United States, a domestic corporation or is otherwise subject to U.S. federal income tax on a net income basis in respect of the debt securities.\nThe term “non-United States holder” means a beneficial owner of a debt security who is not a United States holder.

United States Holders

Payments of Interest

Payments of\nqualified stated interest, as defined below under “Original Issue Discount,” on a debt security will be taxable to a United States holder as ordinary interest income at the time that such payments are accrued or are received, in\naccordance with the United States holder’s method of tax accounting.

If such payments of interest are made in foreign currency with\nrespect to a debt security that is denominated in such foreign currency, the amount of interest income realized by a United States holder that uses the cash method of tax accounting will be the U.S. dollar value of the specified currency payment\nbased on the spot rate of exchange on the date of receipt regardless of whether the payment is in fact converted into U.S. dollars. No exchange gain or loss will be recognized with respect to the receipt of such payment (other than exchange gain or\nloss realized on the disposition of the foreign currency so received, see “Transactions in Foreign Currency,” below). A United States holder of DTC debt securities (as defined below) that uses the cash method of tax accounting and\nreceives a payment of interest in U.S. dollars should realize interest income equal to the amount of U.S. dollars received. A United States holder that uses the accrual method of tax accounting will accrue interest income on the foreign currency\ndebt security in the relevant foreign currency and translate the amount accrued into U.S. dollars based on:

\n\n\n\n\n

•

the average exchange rate in effect during the interest accrual period, or portion thereof, within such\nholder’s taxable year; or

\n\n\n\n\n

•

at such holder’s election, at the spot rate of exchange on (i) the last day of the accrual period, or\nthe last day of the taxable year within such accrual period if the accrual period spans more than one taxable year, or (ii) the date of receipt, if such date is within five business days of the last day of the accrual period.\n

Such election must be applied consistently by the United States holder to all debt instruments from year to year and\ncan be changed only with the consent of the IRS. A United States holder that uses the accrual method of tax accounting will recognize foreign currency gain or loss on the receipt of an interest payment made relating to a foreign currency debt\nsecurity, including interest payments relating to DTC debt securities made in U.S. dollars, if the spot rate of exchange on the date the payment is received differs from the rate applicable to a previous accrual of that interest income. Such foreign\ncurrency gain or loss will be treated as ordinary income or loss, but generally will not be treated as an adjustment to interest income received on the debt securities.

Purchase, Sale and Retirement of Debt Securities

A United States holder’s tax basis in a debt security generally will equal the cost of such debt security to such holder:

\n\n\n\n\n

•

increased by any amounts includible in income by the holder as original issue discount (“OID”) and\nmarket discount (each as described below); and

\n\n\n\n\n

•

reduced by any amortized premium and any payments other than payments of qualified stated interest (each as\ndescribed below) made on such debt security.

In the case of a foreign currency debt security, the cost of such debt\nsecurity to a United States holder will generally be the U.S. dollar value of the foreign currency purchase price on the date of purchase calculated at the spot rate of exchange on that date. In the case of a foreign currency debt security that is\ntraded on an established securities market, a United States holder generally should determine the U.S. dollar value of the cost of such debt security by translating the amount paid in foreign currency into its U.S. dollar value at the spot rate of\nexchange (i) on the settlement date of the purchase in the case of a United States holder using the cash method of tax accounting or (ii) on the trade date, in the case of a United States holder using the accrual method of tax accounting,\nunless such holder elects to use the spot rate applicable to cash method United States holders. The

\namount of any subsequent adjustments to a United States holder’s tax basis in a foreign currency debt security in respect of OID, market discount and premium will be determined in the\nmanner described under “Original Issue Discount,” “Market Discount” and “Debt Securities Purchased at a Premium” below. The conversion of U.S. dollars to another specified currency and the immediate use of such\nspecified currency to purchase a foreign currency debt security generally will not result in any exchange gain or loss for a United States holder.

Upon the sale, exchange, retirement or other taxable disposition (collectively, a “disposition”) of a debt security, a United\nStates holder generally will recognize gain or loss equal to the difference between (i) the amount realized on the disposition, less any accrued qualified stated interest, which will be taxable as ordinary income in the manner described above\nunder “Payments of Interest,” and (ii) the United States holder’s adjusted tax basis in such debt security. If a United States holder receives a specified currency other than the U.S. dollar in respect of such disposition of a\ndebt security, the amount realized will be the U.S. dollar value of the specified currency received calculated at the spot rate of exchange on the date of disposition of the debt security.

In the case of a foreign currency debt security that is traded on an established securities market, a United States holder that receives a\nspecified currency other than the U.S. dollar in respect of such disposition generally should determine the amount realized (as determined on the trade date) by translating that specified currency into its U.S. dollar value at the spot rate of\nexchange (i) on the settlement date of the disposition in the case of a United States holder using the cash method of tax accounting or (ii) on the trade date, in the case of a United States holder using the accrual method of tax\naccounting, unless such holder elects to use the spot rate applicable to cash method United States holders. The election available to accrual basis United States holders in respect of the purchase and sale of foreign currency debt securities traded\non an established securities market, discussed above, must be applied consistently by the United States holder to all debt instruments from year to year and can be changed only with the consent of the IRS.

Except as discussed below in connection with foreign currency gain or loss and market discount, gain or loss recognized by a United States\nholder on the disposition of a debt security will generally be long-term capital gain or loss if the United States holder’s holding period for the debt security exceeds one year at the time of such disposition. Long-term capital gains\nrecognized by an individual holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. The deduction of capital losses is subject to limitations.

Gain or loss recognized by a United States holder on the disposition of a foreign currency debt security generally will be treated as ordinary\nincome or loss to the extent that the gain or loss is attributable to changes in exchange rates during the period in which the holder held such debt security. This foreign currency gain or loss will not be treated as an adjustment to interest income\nreceived on such debt security.

Transactions in Foreign Currency

Foreign currency received as interest on, or on a disposition of, a debt security will have a tax basis equal to its U.S. dollar value at the\ntime such interest is received or at the time such proceeds are received. The amount of gain or loss recognized on a sale or other disposition of such foreign currency will be equal to the difference between (i) the amount of U.S. dollars, or\nthe fair market value in U.S. dollars of the other property received in such sale or other disposition, and (ii) the United States holder’s tax basis in such foreign currency.

A United States holder that purchases a debt security with previously owned foreign currency will generally recognize gain or loss in an\namount equal to the difference, if any, between such holder’s tax basis in such foreign currency and the U.S. dollar fair market value of such debt security on the date of purchase. Any such gain or loss generally will be ordinary income or\nloss and will not be treated as interest income or expense. The conversion of U.S. dollars to foreign currency and the immediate use of such currency to purchase a debt security generally will not result in any exchange gain or loss for a United\nStates holder.

Original Issue Discount

In General. Debt securities with a term greater than one year may be issued with OID for United States federal income tax purposes. Such\ndebt securities are called OID debt securities in this prospectus. United States holders generally must accrue OID in gross income over the term of the OID debt securities on a constant yield basis, regardless of their regular method of tax\naccounting. As a result, United States holders generally will recognize taxable income in respect of an OID debt security in advance of the receipt of cash attributable to such income.

OID generally will arise if the stated redemption price at maturity of the debt security exceeds its issue price by at least a de minimis\namount of 0.25% of the debt security’s stated redemption price at maturity multiplied by the number of complete years to maturity. OID may also arise if a debt security has particular interest payment characteristics, such as interest\nholidays, interest payable in additional securities or stepped interest. For this purpose, the issue price of a debt security is the first price at which a substantial amount of debt securities is sold for cash, other than to bond houses, brokers or\nsimilar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The stated redemption price at maturity of a debt security is the sum of all payments due under the debt security, other than payments of\nqualified stated interest. The term qualified stated interest generally means stated interest that is unconditionally payable in cash or property, other than debt instruments of the issuer, at least annually during the entire term of the OID debt\nsecurity at a single fixed rate of interest or, under particular conditions, based on one or more interest indices.

For each taxable year\nof a United States holder, the amount of OID that must be included in gross income in respect of an OID debt security will be the sum of the daily portions of OID for each day during such taxable year or any portion of such taxable year in which\nsuch a United States holder held the OID debt security. Such daily portions are determined by allocating to each day in an accrual period a pro rata portion of the OID allocable to that accrual period. Accrual periods may be of any length and may\nvary in length over the term of an OID debt security. However, accrual periods may not be longer than one year and each scheduled payment of principal or interest must occur on the first day or the final day of a period.

The amount of OID allocable to any accrual period generally will equal (i) the product of the OID debt security’s adjusted issue\nprice at the beginning of such accrual period multiplied by its yield to maturity (as adjusted to take into account the length of such accrual period), less (ii) the amount, if any, of qualified stated interest allocable to that accrual period.\nThe adjusted issue price of an OID debt security at the beginning of any accrual period will equal the issue price of the OID debt security, as defined above, (i) increased by previously accrued OID from prior accrual periods, and\n(ii) reduced by any payment made on such debt security, other than payments of qualified stated interest, on or before the first day of the accrual period. The yield to maturity of an OID debt security is the discount rate (appropriately\nadjusted to reflect the length of accrual periods) that causes the present value on the issue date of all payments on the OID debt security to equal the issue price. In the case of an OID debt security that is a floating rate debt security, both the\nyield to maturity and the qualified stated interest will be determined for these purposes as though the OID debt security will bear interest in all periods at a fixed rate generally equal to the value, as of the issue date, of the floating interest\nrate on the OID debt security or, in the case of some floating rate notes, the rate that reflects the yield that is reasonably expected for the OID debt security. (Additional rules may apply if interest on a floating rate debt security is based on\nmore than one interest index.) As a result of this “constant yield” method of including OID in income, the amounts includible in income by a United States holder in respect of an OID debt security generally are lesser in the early years\nand greater in the later years than the amounts that would be includible on a straight-line basis.

Foreign Currency Debt\nSecurities. In the case of an OID debt security that is also a foreign currency debt security, a United States holder should determine the U.S. dollar amount includible in income as OID for each accrual period by:

\n\n\n\n\n

•

calculating the amount of OID allocable to each accrual period in the specified currency using the constant-yield\nmethod described above; and

\n\n\n\n\n

•

translating the amount of the specified currency so derived at the average exchange rate in effect during that\naccrual period, or portion of such accrual period within a United States holder’s taxable year, or, at the United States holder’s election (as described above under “Payments of Interest”), at the spot rate of exchange on\n(i) the last day of the accrual period, or the last day of the taxable year within such accrual period if the accrual period spans more than one taxable year, or (ii) on the date of receipt, if such date is within five business days of the\nlast day of the accrual period.

All payments on an OID debt security, other than payments of qualified stated interest,\nwill generally be viewed first as payments of previously accrued OID, to the extent thereof, with payments attributed first to the earliest accrued OID, and then as payments of principal. Upon the receipt of an amount attributable to OID, whether in\nconnection with a payment of an amount that is not qualified stated interest or the disposition of the OID debt security, a United States holder will recognize ordinary income or loss measured by the difference between (i) the amount received\nand (ii) the amount accrued. The amount received will be translated into U.S. dollars at the spot rate of exchange on the date of receipt or on the date of disposition of the OID debt security. The amount accrued will be determined by using the\nspot rate of exchange applicable to such previous accrual.

Acquisition Premium. A United States holder that purchases an OID debt\nsecurity for an amount less than or equal to the remaining redemption amount, but in excess of the OID debt security’s adjusted issue price, generally is permitted to reduce the daily portions of OID by a fraction. The numerator of such\nfraction is the excess of the United States holder’s adjusted tax basis in the OID debt security immediately after its purchase over the OID debt security’s adjusted issue price. The denominator of such fraction is the excess of the\nremaining redemption amount over the OID debt security’s adjusted issue price. For purposes of this prospectus,

\n\n\n\n\n

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“remaining redemption amount” means the sum of all amounts payable on an OID debt security after the\npurchase date other than payments of qualified stated interest.

The debt securities may have special redemption,\nrepayment or interest rate reset features, as indicated in the applicable supplement. Debt securities containing such features, in particular OID debt securities, may be subject to special rules that differ from the general rules discussed above.\nAccordingly, purchasers of debt securities with such features should carefully examine the applicable supplement, and should consult their tax advisors relating to such debt securities.

Market Discount

If a United States\nholder purchases a debt security for an amount that is less than the debt security’s stated redemption price at maturity or, in the case of an OID debt security, for an amount that is less than the debt security’s revised issue price,\ni.e., the debt security’s issue price increased by the amount of accrued OID, the debt security will be considered to have market discount. The market discount rules are subject to a de minimis rule similar to the rule relating to de\nminimis OID, described above (in the second paragraph under “Original Issue Discount”). Any gain recognized by the United States holder on the disposition of debt securities having market discount generally will be treated as ordinary\nincome to the extent of the market discount that accrued on the debt security while held by such United States holder.

Alternatively, the\nUnited States holder may elect to include market discount in income currently over the life of the debt security. Such an election will apply to market discount debt securities acquired by the United States holder on or after the first day of the\nfirst taxable year to which such election applies and is revocable only with the consent of the IRS. Market discount will accrue on a straight-line basis unless the United States holder elects to accrue the market discount on a constant-yield\nmethod. Such an election will apply to the debt security to which it is made and is irrevocable. Unless the United States holder elects to include market discount in income on a current basis, as described above, the United States holder could be\nrequired to defer the deduction of a portion of the interest paid on any indebtedness incurred or maintained to purchase or carry the debt security.

Market discount on a foreign currency debt security will be accrued by a United States\nholder in the specified currency. The amount includible in income by a United States holder in respect of such accrued market discount will be the U.S. dollar value of the amount accrued. This is generally calculated at the spot rate of exchange on\nthe date that the debt security is disposed of by the United States holder. Any accrued market discount on a foreign currency debt security that is currently includible in income will be translated into U.S. dollars at the average exchange rate for\nthe accrual period or portion of such accrual period within the United States holder’s taxable year.

Debt Securities Purchased at a Premium\n

A United States holder that purchases a debt security for an amount in excess of the remaining redemption amount will be considered to\nhave purchased the debt security at a premium and the OID rules will not apply to such holder. Such holder may elect to amortize such premium, as an offset to interest income, using a constant-yield method, over the remaining term of the debt\nsecurity. Such election, once made, generally applies to all debt instruments held by the United States holder at the beginning of the first taxable year to which the election applies and to all debt instruments subsequently acquired by the United\nStates holder. Such election may be revoked only with the consent of the IRS. A United States holder that elects to amortize such premium must reduce its tax basis in a debt security by the amount of the premium amortized during its holding period.\nFor a United States holder that does not elect to amortize bond premium, the amount of such premium will be included in the United States holder’s tax basis when the debt security matures or is disposed of by the United States holder.\nTherefore, a United States holder that does not elect to amortize premium and holds the debt security to maturity will generally be required to treat the premium as capital loss when the debt security matures.

Amortizable bond premium in respect of a foreign currency debt security will be computed in the specified currency and will reduce interest\nincome in the specified currency. At the time amortized bond premium offsets interest income, exchange gain or loss, which will be taxable as ordinary income or loss, will be realized on the amortized bond premium on such debt security based on the\ndifference between (i) the spot rate of exchange on the date or dates such premium is recovered through interest payments on the debt security and (ii) the spot rate of exchange on the date on which the United States holder acquired the\ndebt security. See “Original Issue Discount —Acquisition Premium” above for a discussion of the treatment of a debt security purchased for an amount less than or equal to the remaining redemption amount but in excess of the debt\nsecurity’s adjusted issue price.

Foreign Currency Notes and Reportable Transactions

A United States holder that participates in a “reportable transaction” will be required to disclose its participation to the IRS.\nThe scope and application of these rules is not entirely clear. A United States holder may be required to treat a foreign currency exchange loss from a foreign currency debt security as a reportable transaction if the loss exceeds $50,000 in a\nsingle taxable year if the United States holder is an individual or trust, or higher amounts for other United States holders. In the event the acquisition, ownership or disposition of the foreign currency debt security constitutes participation in a\n“reportable transaction” for purposes of these rules, a United States holder will be required to disclose its investment to the IRS, currently on IRS Form 8886. Prospective purchasers should consult their tax advisors regarding the\napplication of these rules to the acquisition, ownership or disposition of a foreign currency debt security.

Information Reporting and Backup\nWithholding

Information returns may be required to be filed with the IRS relating to payments on debt securities made to, and the\nproceeds of dispositions of debt securities effected by, a holder that is a United States person (as defined in the Code). In addition, certain United States persons may be subject to backup withholding in respect of such amounts if they do not\nprovide their taxpayer identification numbers to the person from whom they receive payments. A holder that is not a United States person may be required to comply with applicable

\ncertification procedures to establish its exemption from information reporting requirements and backup withholding. Any amounts withheld under the backup withholding rules will be allowed as a\ncredit against the holder’s United States federal income tax liability and may entitle the holder to a refund, provided the required information is timely furnished to the IRS.

Non-United States Holders

Subject to the discussion below under “— FATCA,” under current United States federal income tax law:

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withholding of United States federal income tax will not apply to payments of interest on a debt security to a non-United States holder, provided that,

\n\n\n\n

(1)

the holder does not actually or constructively own 10% or more of the total combined voting power of all\nclasses of stock of Citigroup entitled to vote and is not a controlled foreign corporation related to Citigroup through stock ownership;

\n\n\n\n

(2)

the beneficial owner provides its name and address and certifies (generally on IRS Form W-8BEN or Form W-8BEN-E), under penalties of perjury, that it is a non-United States holder in\ncompliance with applicable requirements; and

\n\n\n\n

(3)

neither Citigroup nor its paying agent has actual knowledge or reason to know that the beneficial owner of the\ndebt security is a United States holder.

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withholding of United States federal income tax will generally not apply to any gain realized on the disposition\nof a debt security.

In general, backup withholding and information reporting will not apply to a payment of interest on\na debt security to a holder who is not a United States person, or to proceeds from the disposition of a debt security by a holder who is not a United States person, in each case, if the holder certifies under penalties of perjury that it is not a\nUnited States person and neither Citigroup nor its paying agent has actual knowledge, or reason to know, to the contrary. Any amounts withheld under the backup withholding rules will be refunded or credited against the holder’s United States\nfederal income tax liability provided the required information is timely furnished to the IRS. In certain circumstances, if a debt security is not held through a qualified intermediary, the amount of payments made on such debt security, the name and\naddress of the beneficial owner and the amount, if any, of tax withheld may be reported to the IRS.

FATCA

Under the U.S. tax rules known as the Foreign Account Tax Compliance Act (“FATCA”), a holder of debt securities will generally be\nsubject to 30% U.S. withholding tax on payments made on the debt securities if the holder (i) is, or holds its debt securities through, a foreign financial institution that has not entered into an agreement with the U.S. government to report,\non an annual basis, certain information regarding accounts with or interests in the institution held by certain United States persons and by certain non-U.S. entities that are wholly or partially owned by\nUnited States persons, or that has been designated as a “nonparticipating foreign financial institution” if it is subject to an intergovernmental agreement between the United States and a foreign country, or (ii) fails to provide\ncertain documentation (usually an IRS Form W-8BEN or W-8BEN-E) containing information about its identity, its FATCA status, and\nif required, its direct and indirect U.S. owners. The adoption of, or implementation of, an intergovernmental agreement between the United States and an applicable foreign country, or future U.S. Treasury regulations, may modify these requirements.\nIf any taxes were to be deducted or withheld from any payments in respect of the debt securities as a result of a beneficial owner or intermediary’s failure to comply with the foregoing rules, no additional amounts will be paid on the debt\nsecurities as a result of the deduction or withholding of such tax. You should consult your own tax advisor on how these rules may apply to your investment in the debt securities.

CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS AFFECTING\n

DEBT SECURITIES DENOMINATED IN A FOREIGN CURRENCY

Currency Conversions

Unless otherwise\nspecified in connection with a particular offering of debt securities, if debt securities denominated in a foreign currency offered and sold in the United States (“DTC debt securities”) will be represented by beneficial interests in\nfully registered permanent global debt securities (“DTC global debt securities”) and deposited with Citibank, N.A., London Branch, as custodian for, and registered in the name of Cede & Co., as nominee for, DTC, all payments in\nrespect of such debt securities will be made in U.S. dollars.

As determined by the exchange agent under the terms of the fiscal agency\nagreement, in accordance with reasonable market practice, the amount of U.S. dollars payable in respect of any particular payment under the DTC debt securities will be equal to the amount of the relevant foreign currency U.S.$ rate of exchange\nprevailing as of 11:00 a.m. (London time) on the day which is two Business Days prior to the relevant payment date, less any costs incurred by the exchange agent for such conversion (to be shared pro rata among the holders of DTC debt securities\naccepting U.S. dollar payments in the proportion of their respective holdings), all in accordance with the fiscal agency agreement. If an exchange rate bid quotation is not available, the exchange agent shall obtain a bid quotation from a leading\nforeign exchange bank in London selected by the exchange agent for such purpose after consultation with Citigroup. If no bid quotation from a leading foreign exchange bank is available, payment will be in the relevant foreign currency to the account\nor accounts specified by DTC to the exchange agent. For purposes of this paragraph, a “Business Day” is a day on which commercial banks and foreign exchange markets settle payments in each of New York City and London.

Although DTC has agreed to the foregoing procedures, it is under no obligation to perform or continue to perform these procedures, and these\nprocedures may be modified or discontinued.

Holders of the debt securities will be subject to foreign exchange risks as to payments of\nprincipal and interest that may have important economic and tax consequences to them. For further information as to such consequences, see “— Foreign Exchange Risks” below.

Judgments in a Foreign Currency

The debt\nsecurities will be governed by, and construed in accordance with, the laws of State of New York. Courts in the United States customarily have not rendered judgments for money damages denominated in any currency other than the U.S. dollar. A 1987\namendment to the Judiciary Law of the State of New York provides, however, that an action based upon an obligation denominated in a currency other than U.S. dollars will be rendered in the foreign currency of the underlying obligation. Any judgment\nawarded in such an action will be converted into U.S. dollars at the rate of exchange prevailing on the date of the entry of the judgment or decree.

Foreign Exchange Risks

An investment in\ndebt securities which are denominated in, and all payments in respect of which are to be made in, a currency other than the currency of the country in which the purchaser is a resident or the currency in which the purchaser conducts its business or\nactivities (the “home currency”) entails significant risks that are not associated with a similar investment in a security denominated in the home currency. Such risks include, without limitation, the possibility of significant changes\nin the rates of exchange between the home currency and the relevant foreign currency and the possibility of the imposition or modification of foreign exchange controls with respect to the relevant foreign currency. Such risks generally depend on\neconomic and political events over which Citigroup has no control. In recent years, rates of exchange for foreign currencies have been volatile and such volatility may be expected to continue in the future. Fluctuations in any particular exchange\nrate that have occurred in the past are not necessarily indicative, however, of fluctuations in such rate that may occur during the

\nterm of the debt securities. Depreciation of the relevant foreign currency against the relevant home currency could result in a decrease in the effective yield of such relevant foreign\ndenominated debt security below its coupon rate and, in certain circumstances, could result in a loss to the investor on a home currency basis.

This description of foreign currency risks does not describe all the risks of an investment in debt securities denominated in a currency other\nthan the home currency. Prospective investors should consult with their financial and legal advisors as to the risks involved in an investment in a particular offering of debt securities.

DESCRIPTION OF COMMON STOCK WARRANTS

The following briefly summarizes the material terms and provisions of the common stock warrants. You should read the particular terms of the\ncommon stock warrants that are offered by Citigroup, which will be described in more detail in a supplement. The supplement will also state whether any of the general provisions summarized below do not apply to the common stock warrants being\noffered. The supplement may add, update or change the terms and conditions of the common stock warrants as described in this prospectus.

Citigroup may offer common stock warrants pursuant to which it may sell or purchase common stock. The common stock warrants will be issued\nunder common stock warrant agreements to be entered into between Citigroup and a bank or trust company, as common stock warrant agent. Except as otherwise stated in a supplement, the common stock warrant agent will act solely as the agent of\nCitigroup under the applicable common stock warrant agreement and will not assume any obligation or relationship of agency or trust for or with any owners of common stock warrants. A copy of the form of common stock warrant agreement, including the\nform of common stock warrant certificate, will be filed as an exhibit to a document incorporated by reference in the registration statement of which this prospectus forms a part. You should read the more detailed provisions of the common stock\nwarrant agreement and the common stock warrant certificate for provisions that may be important to you.

General

The particular terms of each issue of common stock warrants, the common stock warrant agreement relating to the common stock warrants and the\ncommon stock warrant certificates representing common stock warrants will be described in the applicable supplement, including, as applicable:

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the title of the common stock warrants;

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the offering price of the common stock warrants;

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the aggregate number of common stock warrants and the aggregate number of shares of common stock purchasable upon\nexercise of the common stock warrants;

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the currency or currency units in which the offering price, if any, and the exercise price are payable;\n

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the designation and terms of the common stock with which the common stock warrants are issued, and the number of\ncommon stock warrants issued with each share of common stock;

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the date, if any, on and after which the common stock warrants and the related common stock will be separately\ntransferable;

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the minimum or maximum number of the common stock warrants that may be exercised at any one time;\n

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the date on which the right to exercise the common stock warrants will commence and the date on which the right\nwill expire;

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a discussion of United States federal income tax, accounting or other considerations applicable to the common\nstock warrants;

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anti-dilution provisions of the common stock warrants, if any;

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redemption or call provisions, if any, applicable to the common stock warrants; and

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any additional terms of the common stock warrants, including terms, procedures and limitations relating to the\nexchange and exercise of the common stock warrants.

No Rights as Stockholders

Holders of common stock warrants will not be entitled, solely by virtue of being holders, to vote, to consent, to receive dividends, to receive\nnotice as stockholders with respect to any meeting of stockholders for the

\nelection of directors or any other matter, or to exercise any rights whatsoever as a holder of the common stock purchasable upon exercise of the common stock warrants.

Merger, Consolidation, Sale or Other Disposition

If at any time there is a merger or consolidation involving Citigroup or a sale, transfer, conveyance, other than lease, or other disposition\nof all or substantially all of the assets of Citigroup, then the assuming corporation will succeed to the obligations of Citigroup under the common stock warrant agreement and the related common stock warrants. Citigroup will then be relieved of any\nfurther obligation under the common stock warrant agreement and common stock warrants.

DESCRIPTION OF INDEX WARRANTS

The following briefly summarizes the material terms and provisions of the index warrants, other than pricing and related terms disclosed in a\nsupplement. You should read the particular terms of the index warrants that are offered by Citigroup, which will be described in more detail in a supplement. The supplement will also state whether any of the general provisions summarized below do\nnot apply to the index warrants being offered.

Each series of index warrants will be issued under a separate index warrant agreement to\nbe entered into between Citigroup and a bank or trust company, as index warrant agent. A single bank or trust company may act as index warrant agent for more than one series of index warrants. The index warrant agent will act solely as the agent of\nCitigroup under the applicable index warrant agreement and will not assume any obligation or relationship of agency or trust for or with any owners of index warrants. A copy of the form of index warrant agreement, including the form of certificate\nor global certificate that will represent the index warrant certificate, will be filed as an exhibit to a document incorporated by reference in the registration statement of which this prospectus forms a part. You should read the more detailed\nprovisions of the index warrant agreement and the index warrant certificate or index warrant global certificate for provisions that may be important to you.

General

The index warrant agreement does\nnot limit the number of index warrants that may be issued. Citigroup will have the right to “reopen” a previous series of index warrants by issuing additional index warrants of such series.

Each index warrant will entitle the warrant holder to receive from Citigroup, upon exercise, cash or securities. The amount in cash or number\nof securities will be determined by referring to an index calculated on the basis of prices, yields, levels or other specified objective measures in respect of:

\n\n\n\n\n

•

one or more specified securities or securities indices;

\n\n\n\n\n

•

one or more specified foreign currencies or currency indices;

\n\n\n\n\n

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a combination thereof; or

\n\n\n\n\n

•

changes in such measure or differences between two or more such measures.

The supplement for a series of index warrants will describe the formula or methodology to be applied to the relevant index or indices to\ndetermine the amount payable or distributable on the index warrants.

If so specified in the supplement, the index warrants will entitle\nthe warrant holder to receive from Citigroup a minimum or maximum amount upon automatic exercise at expiration or the happening of any other event described in the supplement.

The index warrants will be deemed to be automatically exercised upon expiration. Upon such automatic exercise, warrant holders will be\nentitled to receive the cash amount or number of securities due, if any, on such exercise.

You should read the supplement applicable to a\nseries of index warrants for any circumstances in which the payment or distribution or the determination of the payment or distribution on the index warrants may be postponed or exercised early or cancelled. The amount due after any such delay or\npostponement, or early exercise or cancellation, will be described in the applicable supplement.

Unless otherwise specified in connection\nwith a particular offering of index warrants, Citigroup will not purchase or take delivery of or sell or deliver any securities or currencies, including the underlying assets, other than the payment of any cash or distribution of any securities due\non the index warrants, from or to warrant holders pursuant to the index warrants.

The applicable supplement relating to a series of index warrants will describe the\nfollowing:

\n\n\n\n\n

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the aggregate number of such index warrants;

\n\n\n\n\n

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the offering price of such index warrants;

\n\n\n\n\n

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the measure or measures by which payment or distribution on such index warrants will be determined;\n

\n\n\n\n\n

•

certain information regarding the underlying securities, foreign currencies or indices;

\n\n\n\n\n

•

the amount of cash or number of securities due, or the means by which the amount of cash or number of securities\ndue may be calculated, on exercise of the index warrants, including automatic exercise, or upon cancellation;

\n\n\n\n\n

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the date on which the index warrants may first be exercised and the date on which they expire;\n

\n\n\n\n\n

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any minimum number of index warrants exercisable at any one time;

\n\n\n\n\n

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any maximum number of index warrants that may, at Citigroup’s election, be exercised by all warrant holders\nor by any person or entity on any day;

\n\n\n\n\n

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any provisions permitting a warrant holder to condition an exercise of index warrants;

\n\n\n\n\n

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the method by which the index warrants may be exercised;

\n\n\n\n\n

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the currency in which the index warrants will be denominated and in which payments on the index warrants will be\nmade or the securities that may be distributed in respect of the index warrants;

\n\n\n\n\n

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the method of making any foreign currency translation applicable to payments or distributions on the index\nwarrants;

\n\n\n\n\n

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the method of providing for a substitute index or indices or otherwise determining the amount payable in\nconnection with the exercise of index warrants if an index changes or is no longer available;

\n\n\n\n\n

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the time or times at which amounts will be payable or distributable in respect of such index warrants following\nexercise or automatic exercise;

\n\n\n\n\n

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any national securities exchange on, or self-regulatory organization with, which such index warrants will be\nlisted;

\n\n\n\n\n

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any provisions for issuing such index warrants in certificated form;

\n\n\n\n\n

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if such index warrants are not issued in book-entry form, the place or places at and the procedures by which\npayments or distributions on the index warrants will be made; and

\n\n\n\n\n

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any other terms of such index warrants.

Prospective purchasers of index warrants should be aware of special United States federal income tax considerations applicable to instruments\nsuch as the index warrants. The supplement relating to each series of index warrants will describe these tax considerations. The summary of United States federal income tax considerations contained in the supplement will be presented for\ninformational purposes only, however, and will not be intended as legal or tax advice to prospective purchasers. You are urged to consult your tax advisors before purchasing any index warrants.

Listing

Unless otherwise specified in\nconnection with a particular offering of index warrants, the index warrants will be listed on a national securities exchange or with a self-regulatory organization, in each case as specified in the supplement. It is expected that such organization\nwill stop trading a series of index warrants as of the close of business on the related expiration date of such index warrants.

Modification

The index warrant agreement and the terms of the related index warrants may be amended by Citigroup and the index warrant agent, without the\nconsent of the holders of any index warrants, for any of the following purposes:

\n\n\n\n\n

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curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision;\n

\n\n\n\n\n

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maintaining the listing of such index warrants on any national securities exchange or with any other\nself-regulatory organization;

\n\n\n\n\n

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registering such index warrants under the Exchange Act, permitting the issuance of individual index warrant\ncertificates to warrant holders, reflecting the issuance by Citigroup of additional index warrants of the same series or reflecting the appointment of a successor depositary; or

\n\n\n\n\n

•

for any other purpose that Citigroup may deem necessary or desirable and which will not materially and adversely\naffect the interests of the warrant holders.

Citigroup and the index warrant agent also may modify or amend the index\nwarrant agreement and the terms of the related index warrants, with the consent of the holders of not less than a majority of the then outstanding warrants of each series affected by such modification or amendment, for any purpose. However, no such\nmodification or amendment may be made without the consent of each holder affected thereby if such modification or amendment:

\n\n\n\n\n

•

changes the amount to be paid to the warrant holder or the manner in which that amount is to be determined;\n

\n\n\n\n\n

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shortens the period of time during which the index warrants may be exercised;

\n\n\n\n\n

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otherwise materially and adversely affects the exercise rights of the holders of the index warrants; or\n

\n\n\n\n\n

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reduces the percentage of the number of outstanding index warrants the consent of whose holders is required for\nmodification or amendment of the index warrant agreement or the terms of the related index warrants.

Merger, Consolidation, Sale or\nOther Disposition

If at any time there is a merger or consolidation involving Citigroup or a sale, transfer, conveyance, other than\nlease, or other disposition of all or substantially all of the assets of Citigroup, then the assuming corporation will succeed to the obligations of Citigroup under the index warrant agreement and the related index warrants. Citigroup will then be\nrelieved of any further obligation under the index warrant agreement and index warrants.

Enforceability of Rights by Warrant Holders

Any warrant holder may, without the consent of the index warrant agent or any other warrant holder, enforce by appropriate legal action on its\nown behalf his right to exercise, and to receive payment for, its index warrants.

DESCRIPTION OF CAPITAL STOCK

General

As of the date of this\nprospectus, Citigroup’s authorized capital stock consists of 6 billion shares of common stock and 30 million shares of preferred stock. The following briefly summarizes the material terms of Citigroup’s common stock and\noutstanding preferred stock. You should read the more detailed provisions of Citigroup’s Restated Certificate of Incorporation and the certificate of designations relating to a series of preferred stock for provisions that may be important to\nyou.

Common Stock

As of\nJanuary 31, 2026, Citigroup had outstanding approximately 1,749,319,009 shares of its common stock. Each holder of common stock is entitled to one vote per share for the election of directors and for all other matters to be voted on by\nCitigroup’s stockholders. Except as otherwise provided by law, the holders of shares of common stock vote as one class. Holders of common stock may not cumulate their votes in the election of directors, and are entitled to share equally in the\ndividends that may be declared by the Citigroup Board of Directors, but only after payment of dividends required to be paid on outstanding shares of preferred stock.

Upon voluntary or involuntary liquidation, dissolution or winding up of Citigroup, the holders of the common stock share ratably in the assets\nremaining after payments to creditors and provision for the preference of any preferred stock. There are no preemptive or other subscription rights, conversion rights or redemption or scheduled installment payment provisions relating to shares of\ncommon stock. All of the outstanding shares of common stock are fully paid and nonassessable. The transfer agent and registrar for the common stock is Computershare Inc. and Computershare Trust Company, N.A. The common stock is listed on the NYSE\nunder the symbol “C.”

Preferred Stock

The general terms of Citigroup’s preferred stock are described below under “Description of Preferred Stock.”

As of the date of this prospectus, Citigroup had outstanding the following series of\npreferred stock with the following terms:


Title of Series	Number of Shares Outstanding		Dividend Rate Per Year		Redemption Price Per Share ($)	Date Next Redeemable by Citigroup
6.250% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series T		60,000		6.250	%⁽¹⁾	25,000	August 15, 2026
4.150% Fixed Rate Reset Noncumulative Preferred Stock, Series Y		40,000		4.150	%⁽²⁾	25,000	November 15, 2026
7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z		50,000		7.375	%⁽³⁾	25,000	May 15, 2028
7.625% Fixed Rate Reset Noncumulative Preferred Stock, Series AA		60,000		7.625	%⁽⁴⁾	25,000	November 15, 2028
7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB		22,000		7.200	%⁽⁵⁾	25,000	May 15, 2029
7.125% Fixed Rate Reset Noncumulative Preferred Stock, Series CC		70,000		7.125	%⁽⁶⁾	25,000	August 15, 2029
7.000% Fixed Rate Reset Noncumulative Preferred Stock, Series DD		60,000		7.000	%⁽⁷⁾	25,000	August 15, 2034
6.750% Fixed Rate Reset Noncumulative Preferred Stock, Series EE		60,000		6.750	%⁽⁸⁾	25,000	February 15, 2030
6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF		80,000		6.950	%⁽⁹⁾	25,000	February 15, 2030
6.875% Fixed Rate Reset Noncumulative Preferred Stock, Series GG		108,000		6.875	%⁽¹⁰⁾	25,000	August 15, 2030
6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH		100,000		6.625	%⁽¹¹⁾	25,000	February 15, 2031
6.625% Noncumulative Preferred Stock, Series II		32,000		6.250	%	25,000	February 15, 2031
6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ		40,000		6.500	%⁽¹²⁾	25,000	May 15, 2031

\n\n\n

(1)	Dividends payable at the fixed rate until August 15, 2026, and thereafter at a rate equal to a floating\nrate equal to three-month SOFR plus 4.77861%.

\n\n\n

(2)	Dividends payable at the fixed rate until November 15, 2026, and thereafter at a rate equal to a floating\nrate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 3.000%.

\n\n\n

(3)	Dividends payable at the fixed rate until May 15, 2028 and thereafter at a rate equal to a floating rate\nequal to the five-year treasury rate as of the most recent reset dividend determination date plus 3.209%.

\n\n\n

(4)	Dividends are payable at a fixed rate until November 15, 2028, and thereafter at a rate equal to a\nfloating rate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 3.211%.

\n\n\n

(5)	Dividends are payable at a fixed rate until May 15, 2029, and thereafter at a rate equal to a floating\nrate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 2.905%.

\n\n\n

(6)	Dividends are payable at a fixed rate until August 15, 2029, and thereafter at a rate equal to a floating\nrate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 2.693%.

\n\n\n

(7)	Dividends are payable at a fixed rate until August 15, 2034, and thereafter at a rate equal to a floating\nrate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 2.757%.

\n\n\n

(8)	Dividends are payable at a fixed rate until February 15, 2030, and thereafter at a rate equal to a\nfloating rate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 2.572%.

\n\n\n

(9)	Dividends are payable at a fixed rate until February 15, 2030, and thereafter at a rate equal to a\nfloating rate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 2.726%.

\n\n\n

(10)	Dividends payable at the fixed rate until August 15, 2030, and thereafter at a rate equal to a floating\nrate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 2.890%.

\n\n\n

(11)	Dividends payable at the fixed rate until February 15, 2031, and thereafter at a rate equal to a floating\nrate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 3.001%.

\n\n\n

(12)	Dividends payable at the fixed rate until May 15, 2031, and thereafter at a rate equal to a floating rate\nequal to the five-year treasury rate as of the most recent reset dividend determination date plus 2.745%.

The following\nsummary of each series of Citigroup’s preferred stock outstanding on the date hereof is qualified in its entirety by reference to the description of those securities contained in the Restated Certificate of Incorporation of Citigroup and the\napplicable certificate of designations for each series.

Series T Preferred Stock

Preferential Rights. The Series T Preferred Stock ranks senior to Citigroup common stock and ranks equally\nwith each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series T Preferred Stock is not convertible into or exchangeable\nfor any shares of common stock or any other class of Citigroup capital stock. Holders of the Series T Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series T Preferred Stock\nwithout the consent of the holders of the Series T Preferred Stock.

Dividends. Holders of the Series T\nPreferred Stock are entitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) at an annual rate of 6.250% on the\nliquidation preference amount of $25,000 per share semiannually in arrears on each February 15 and August 15, beginning February 15, 2017, and (ii) at an annual rate equal to three-month SOFR plus 4.77861% on the liquidation\npreference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning November 15, 2026. Dividends on the Series T Preferred Stock are noncumulative and are payable\nsemiannually or quarterly, as applicable, in arrears. As long as shares of Series T Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been paid or declared and set apart for payment on\nall outstanding shares of the Series T Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series T Preferred Stock during the next succeeding dividend period.\n

Voting Rights. Holders of the Series T Preferred Stock do not have voting rights other than those\ndescribed below and as specifically required by Delaware law.

If any semiannual dividend payable on any Series T Preferred Stock is in\narrears for three or more semiannual dividend periods, whether or not for consecutive dividend periods, the holders of the Series T Preferred Stock will be entitled to vote as a class, together with the holders of all series of preferred stock\nranking equally with the Series T Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series T Preferred Stock have been conferred and are exercisable, for the election of two\nPreferred Stock Directors. The voting rights of the holders of the Series T Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least two consecutive semiannual or four\nconsecutive quarterly dividend periods, as applicable, following a Nonpayment of the Series T Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any cumulative dividend parity stock (but\nsubject always to the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes\nentitled to be cast by the holders of the total number of shares of Series T Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or distributions of the assets over the Series T Preferred\nStock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series T Preferred Stock) so as to adversely affect the powers,\npreferences or rights of the holders of the shares of Series T Preferred Stock.

Distributions. In the event of the voluntary or involuntary\nliquidation, dissolution or winding up of Citigroup, holders of Series T Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of assets may be made or set aside to holders\nof capital stock ranking junior to the Series T Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend payment date to, but excluding, the date of\nliquidation, dissolution or winding up, but only if and to the extent declared.

Redemption. Citigroup\nmay redeem the Series T Preferred Stock, with the prior approval of the Federal Reserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date on or after August 15, 2026, or\n(ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the Series T Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any\ndeclared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the date fixed for redemption.

Series Y\nPreferred Stock

Preferential Rights. The Series Y Preferred Stock ranks senior to Citigroup\ncommon stock and ranks equally with each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series Y Preferred Stock is not\nconvertible into or exchangeable for any shares of common stock or any other class of Citigroup capital stock. Holders of the Series Y Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior\nto the Series Y Preferred Stock without the consent of the holders of the Series Y Preferred Stock.

Dividends. Holders of the Series Y Preferred Stock are entitled to receive cash dividends when and as\ndeclared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) at an annual rate of 4.150% on the liquidation preference amount of $25,000 per share quarterly in arrears\non each February 15, May 15, August 15 and November 15, beginning February 15, 2022, and (ii) from, and including, the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate (as\ndefined in the Series Y Preferred Stock certificate of designations) as of the most recent reset dividend determination date (as defined in the Series Y Preferred Stock certificate of designations) plus 3.000% on the liquidation preference amount of\n$25,000 per share quarterly in arrears beginning on February 15, 2027. The “First Reset Date” is November 15, 2026, and a “reset date” is the First Reset Date and each date falling on the fifth anniversary of the\npreceding reset date. Dividends on the Series Y Preferred Stock are noncumulative and are payable quarterly in arrears. As long as shares of Series Y Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period\nthen ending have been paid or declared and set apart for payment on all outstanding shares of the Series Y Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the\nSeries Y Preferred Stock during the next succeeding dividend period.

Voting Rights. Holders of the\nSeries Y Preferred Stock do not have voting rights other than those described below and as specifically required by Delaware law.

If any\nquarterly dividend payable on any Series Y Preferred Stock is in arrears for six or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series Y Preferred Stock will be entitled to vote as a class,\ntogether with the holders of all series of preferred stock ranking equally with the Series Y Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series Y Preferred Stock have been\nconferred and are exercisable, for the election of two Preferred Stock Directors. The voting rights of the holders of the Series Y Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in\nfull for at least two consecutive semiannual or four consecutive quarterly dividend periods, as applicable, following a Nonpayment of the Series Y Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in\nfull on

\nany cumulative dividend parity stock (but subject always to the vesting of such voting rights in the case of any similar non-payment of dividends in\nrespect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Series Y Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or\ndistributions of the assets over the Series Y Preferred Stock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series Y\nPreferred Stock) so as to adversely affect the powers, preferences or rights of the holder of the shares of Series Y Preferred Stock.

Distributions. In the event of the voluntary or involuntary liquidation, dissolution or winding up of\nCitigroup, holders of Series Y Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of assets may be made or set aside to holders of capital stock ranking junior to the\nSeries Y Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend payment date to, but excluding, the date of liquidation, dissolution or winding up,\nbut only if and to the extent declared.

Redemption. Citigroup may redeem the Series Y Preferred Stock,\nwith the prior approval of the Federal Reserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date on or after November 15, 2026 or (ii) in whole but not in part at any\ntime within 90 days following a Regulatory Capital Event (as defined in the Series Y Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without\naccumulation of any undeclared dividends, to, but excluding, the date fixed for redemption.

Series Z Preferred Stock

Preferential Rights. The Series Z Preferred Stock ranks senior to Citigroup common stock and ranks equally\nwith each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series Z Preferred Stock is not convertible into or exchangeable\nfor any shares of common stock or any other class of Citigroup capital stock. Holders of the Series Z Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series Z Preferred Stock\nwithout the consent of the holders of the Series Z Preferred Stock.

Dividends. Holders of the Series Z\nPreferred Stock are entitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) at an annual rate of 7.375% on the\nliquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning August 15, 2023, and (ii) from, and including, the First Reset Date, for each\nreset period, at an annual rate equal to the five-year treasury rate (as defined in the Series Z Preferred Stock certificate of designations) as of the most recent reset dividend determination date (as defined in the Series Z Preferred Stock\ncertificate of designations) plus 3.209% on the liquidation preference amount of $25,000 per share quarterly in arrears beginning on August 15, 2028. The “First Reset Date” is May 15, 2028, and a “reset date” is the\nFirst Reset Date and each date falling on the fifth anniversary of the preceding reset date. Dividends on the Series Z Preferred Stock are noncumulative and are payable quarterly in arrears. As long as shares of Series Z Preferred Stock remain\noutstanding, unless full noncumulative dividends for the dividend period then ending have been paid or declared and set apart for payment on all outstanding shares of the Series Z Preferred Stock, Citigroup cannot declare or pay any cash dividend on\nany shares of common stock or other capital stock ranking junior to the Series Z Preferred Stock during the next succeeding dividend period.

Voting Rights. Holders of the Series Z Preferred Stock do not have voting rights other than those described\nbelow and as specifically required by Delaware law.

If any quarterly dividend payable on any Series Z Preferred Stock is in arrears for six or\nmore quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series Z Preferred Stock will be entitled to vote as a class, together with the holders of all series of preferred stock ranking equally with the\nSeries Z Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series Z Preferred Stock have been conferred and are exercisable, for the election of two Preferred Stock Directors. The\nvoting rights of the holders of the Series Z Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least two consecutive semiannual or four consecutive quarterly dividend\nperiods, as applicable, following a Nonpayment of the Series Z Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any cumulative dividend parity stock (but subject always to the vesting of\nsuch voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes\nentitled to be cast by the holders of the total number of shares of Series Z Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or distributions of the assets over the Series Z Preferred\nStock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series Z Preferred Stock) so as to adversely affect the powers,\npreferences or rights of the holder of the shares of Series Z Preferred Stock.

Distributions. In the\nevent of the voluntary or involuntary liquidation, dissolution or winding up of Citigroup, holders of Series Z Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of\nassets may be made or set aside to holders of capital stock ranking junior to the Series Z Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend\npayment date to, but excluding, the date of liquidation, dissolution or winding up, but only if and to the extent declared.

Redemption. Citigroup may redeem the Series Z Preferred Stock, with the prior approval of the Federal Reserve\nif required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date on or after May 15, 2028 or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital\nEvent (as defined in the Series Z Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but\nexcluding, the date fixed for redemption.

Series AA Preferred Stock

Preferential Rights. The Series AA Preferred Stock ranks senior to Citigroup common stock and ranks equally\nwith each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series AA Preferred Stock is not convertible into or exchangeable\nfor any shares of common stock or any other class of Citigroup capital stock. Holders of the Series AA Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series AA Preferred\nStock without the consent of the holders of the Series AA Preferred Stock.

Dividends. Holders of the\nSeries AA Preferred Stock are entitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) from, and including, the date\nof issuance of the Preferred Stock to, but excluding the First Reset Date at an annual rate of 7.625% on the liquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and\nNovember 15, beginning February 15, 2024, and (ii) from, and including, the First Reset Date, for each reset date, at an annual rate equal to the five-year treasury rate (as defined in the Series AA Preferred Stock certificate of\ndesignations) as of the most recent reset dividend determination date (as defined in the Series AA Preferred Stock certificate of designations) plus 3.211% on the liquidation preference amount of $25,000 per share quarterly in arrears beginning on\nFebruary 15, 2029. The

\n“First Reset Date” is November 15, 2028, and a “reset date” is the First Reset Date and each date falling on the fifth anniversary of the preceding reset date.\nDividends on the Series AA Preferred Stock are noncumulative and are payable quarterly in arrears. As long as shares of Series AA Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been\npaid or declared and set apart for payment on all outstanding shares of the Series AA Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series AA Preferred\nStock during the next succeeding dividend period.

Voting Rights. Holders of the Series AA Preferred\nStock do not have voting rights other than those described below and as specifically required by Delaware law.

If any quarterly dividend\npayable on any Series AA Preferred Stock is in arrears for six or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series AA Preferred Stock will be entitled to vote as a class, together with the\nholders of all series of preferred stock ranking equally with the Series AA Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series AA Preferred Stock have been conferred and are\nexercisable, for the election of two Preferred Stock Directors. The voting rights of the holders of the Series AA Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least\ntwo consecutive semiannual or four consecutive quarterly dividend periods, as applicable, following a Nonpayment of the Series AA Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any\ncumulative dividend parity stock (but subject always to the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes\nentitled to be cast by the holders of the total number of shares of Series AA Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or distributions of the assets over the Series AA Preferred\nStock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series AA Preferred Stock) so as to adversely affect the powers,\npreferences or rights of the holder of the shares of Series AA Preferred Stock.

Distributions. In the\nevent of the voluntary or involuntary liquidation, dissolution or winding up of Citigroup, holders of Series AA Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of\nassets may be made or set aside to holders of capital stock ranking junior to the Series AA Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend\npayment date to, but excluding, the date of liquidation, dissolution or winding up, but only if and to the extent declared.

Redemption. Citigroup may redeem the Series AA Preferred Stock, with the prior approval of the Federal\nReserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date beginning on or after November 15, 2028, or (ii) in whole but not in part at any time within 90 days following\na Regulatory Capital Event (as defined in the Series AA Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared\ndividends, to, but excluding, the date fixed for redemption.

Series BB Preferred Stock

Preferential Rights. The Series BB Preferred Stock ranks senior to Citigroup common stock and ranks equally\nwith each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series BB Preferred Stock is not convertible into or exchangeable\nfor any shares of common stock or any other class of Citigroup capital stock. Holders of the Series BB Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series BB Preferred\nStock without the consent of the holders of the Series BB Preferred Stock.

Dividends. Holders of the Series BB Preferred Stock are\nentitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) from, and including, the date of issuance of the Preferred\nStock to, but excluding the First Reset Date at an annual rate of 7.200% on the liquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning\nAugust 15, 2024, and (ii) from, and including, the First Reset Date, for each reset date, at an annual rate equal to the five-year treasury rate (as defined in the Series BB Preferred Stock certificate of designations) as of the most\nrecent reset dividend determination date (as defined in the Series BB Preferred Stock certificate of designations) plus 2.905% on the liquidation preference amount of $25,000 per share quarterly in arrears beginning on August 15, 2029. The\n“First Reset Date” is May 15, 2029, and a “reset date” is the First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Dividends on the Series BB Preferred Stock are noncumulative and\nare payable quarterly in arrears. As long as shares of Series BB Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been paid or declared and set apart for payment on all outstanding\nshares of the Series BB Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series BB Preferred Stock during the next succeeding dividend period.

Voting Rights. Holders of the Series BB Preferred Stock do not have voting rights other than those described\nbelow and as specifically required by Delaware law.

If any quarterly dividend payable on any Series BB Preferred Stock is in arrears for\nsix or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series BB Preferred Stock will be entitled to vote as a class, together with the holders of all series of preferred stock ranking equally\nwith the Series BB Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series BB Preferred Stock have been conferred and are exercisable, for the election of two Preferred Stock\nDirectors. The voting rights of the holders of the Series BB Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least two consecutive semiannual or four consecutive\nquarterly dividend periods, as applicable, following a Nonpayment of the Series BB Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any cumulative dividend parity stock (but subject always\nto the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes\nentitled to be cast by the holders of the total number of shares of Series BB Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or distributions of the assets over the Series BB Preferred\nStock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series BB Preferred Stock) so as to adversely affect the powers,\npreferences or rights of the holder of the shares of Series BB Preferred Stock.

Distributions. In the\nevent of the voluntary or involuntary liquidation, dissolution or winding up of Citigroup, holders of Series BB Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of\nassets may be made or set aside to holders of capital stock ranking junior to the Series BB Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend\npayment date to, but excluding, the date of liquidation, dissolution or winding up, but only if and to the extent declared.

Redemption. Citigroup may redeem the Series BB Preferred Stock, with the prior approval of the Federal\nReserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date beginning on or after May 15, 2029, or (ii) in whole but not in part at any time within 90 days following a\nRegulatory Capital Event (as defined in the Series BB Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared\ndividends, to, but excluding, the date fixed for redemption.

Series CC Preferred Stock

Preferential Rights. The Series CC Preferred Stock ranks senior to Citigroup common stock and ranks equally\nwith each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series CC Preferred Stock is not convertible into or exchangeable\nfor any shares of common stock or any other class of Citigroup capital stock. Holders of the Series CC Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series CC Preferred\nStock without the consent of the holders of the Series CC Preferred Stock.

Dividends. Holders of the\nSeries CC Preferred Stock are entitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) from, and including, the date\nof issuance of the Preferred Stock to, but excluding the First Reset Date at an annual rate of 7.125% on the liquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and\nNovember 15, beginning November 15, 2024, and (ii) from, and including, the First Reset Date, for each reset date, at an annual rate equal to the five-year treasury rate (as defined in the Series CC Preferred Stock certificate of\ndesignations) as of the most recent reset dividend determination date (as defined in the Series CC Preferred Stock certificate of designations) plus 2.693% on the liquidation preference amount of $25,000 per share quarterly in arrears beginning on\nNovember 15, 2029. The “First Reset Date” is August 15, 2029, and a “reset date” is the First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Dividends on the Series CC\nPreferred Stock are noncumulative and are payable quarterly in arrears. As long as shares of Series CC Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been paid or declared and set\napart for payment on all outstanding shares of the Series CC Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series CC Preferred Stock during the next\nsucceeding dividend period.

Voting Rights. Holders of the Series CC Preferred Stock do not have voting\nrights other than those described below and as specifically required by Delaware law.

If any quarterly dividend payable on any Series CC\nPreferred Stock is in arrears for six or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series CC Preferred Stock will be entitled to vote as a class, together with the holders of all series of\npreferred stock ranking equally with the Series CC Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series CC Preferred Stock have been conferred and are exercisable, for the\nelection of two Preferred Stock Directors. The voting rights of the holders of the Series CC Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least two consecutive\nsemiannual or four consecutive quarterly dividend periods, as applicable, following a Nonpayment of the Series CC Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any cumulative dividend\nparity stock (but subject always to the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes\nentitled to be cast by the holders of the total number of shares of Series CC Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or distributions of the assets over the Series CC Preferred\nStock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series CC Preferred Stock) so as to adversely affect the powers,\npreferences or rights of the holder of the shares of Series CC Preferred Stock.

Distributions. In the\nevent of the voluntary or involuntary liquidation, dissolution or winding up of Citigroup, holders of Series CC Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of\nassets may be made or set aside to holders of capital stock

\nranking junior to the Series CC Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend payment\ndate to, but excluding, the date of liquidation, dissolution or winding up, but only if and to the extent declared.

Redemption. Citigroup may redeem the Series CC Preferred Stock, with the prior approval of the Federal\nReserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date beginning on or after August 15, 2029, or (ii) in whole but not in part at any time within 90 days following a\nRegulatory Capital Event (as defined in the Series CC Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared\ndividends, to, but excluding, the date fixed for redemption.

Series DD Preferred Stock

Preferential Rights. The Series DD Preferred Stock ranks senior to Citigroup common stock and ranks equally\nwith each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series DD Preferred Stock is not convertible into or exchangeable\nfor any shares of common stock or any other class of Citigroup capital stock. Holders of the Series DD Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series DD Preferred\nStock without the consent of the holders of the Series DD Preferred Stock.

Dividends. Holders of the\nSeries DD Preferred Stock are entitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) from, and including, the date\nof issuance of the Preferred Stock to, but excluding the First Reset Date at an annual rate of 7.000% on the liquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and\nNovember 15, beginning November 15, 2024, and (ii) from, and including, the First Reset Date, for each reset date, at an annual rate equal to the five-year treasury rate (as defined in the Series DD Preferred Stock certificate of\ndesignations) as of the most recent reset dividend determination date (as defined in the Series DD Preferred Stock certificate of designations) plus 2.757% on the liquidation preference amount of $25,000 per share quarterly in arrears beginning on\nNovember 15, 2034. The “First Reset Date” is August 15, 2034, and a “reset date” is the First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Dividends on the Series DD\nPreferred Stock are noncumulative and are payable quarterly in arrears. As long as shares of Series DD Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been paid or declared and set\napart for payment on all outstanding shares of the Series DD Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series DD Preferred Stock during the next\nsucceeding dividend period.

Voting Rights. Holders of the Series DD Preferred Stock do not have voting\nrights other than those described below and as specifically required by Delaware law.

If any quarterly dividend payable on any Series DD\nPreferred Stock is in arrears for six or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series DD Preferred Stock will be entitled to vote as a class, together with the holders of all series of\npreferred stock ranking equally with the Series DD Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series DD Preferred Stock have been conferred and are exercisable, for the\nelection of two Preferred Stock Directors. The voting rights of the holders of the Series DD Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least two consecutive\nsemiannual or four consecutive quarterly dividend periods, as applicable, following a Nonpayment of the Series DD Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any cumulative dividend\nparity stock (but subject always to the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Series DD Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends\nor distributions of the assets over the Series DD Preferred Stock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series DD\nPreferred Stock) so as to adversely affect the powers, preferences or rights of the holder of the shares of Series DD Preferred Stock.

Distributions. In the event of the voluntary or involuntary liquidation, dissolution or winding up of\nCitigroup, holders of Series DD Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of assets may be made or set aside to holders of capital stock ranking junior to the\nSeries DD Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend payment date to, but excluding, the date of liquidation, dissolution or winding up,\nbut only if and to the extent declared.

Redemption. Citigroup may redeem the Series DD Preferred Stock,\nwith the prior approval of the Federal Reserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date beginning on or after August 15, 2034, or (ii) in whole but not in part\nat any time within 90 days following a Regulatory Capital Event (as defined in the Series DD Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid dividends,\nwithout accumulation of any undeclared dividends, to, but excluding, the date fixed for redemption.

Series FF Preferred Stock

Preferential Rights. The Series FF Preferred Stock ranks senior to Citigroup common stock and ranks equally\nwith each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series FF Preferred Stock is not convertible into or exchangeable\nfor any shares of common stock or any other class of Citigroup capital stock. Holders of the Series FF Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series FF Preferred\nStock without the consent of the holders of the Series FF Preferred Stock.

Dividends. Holders of the\nSeries FF Preferred Stock are entitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) from, and including, the date\nof issuance of the Preferred Stock to, but excluding the First Reset Date at an annual rate of 6.950% on the liquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and\nNovember 15, beginning May 15, 2025, and (ii) from, and including, the First Reset Date, for each reset date, at an annual rate equal to the five-year treasury rate (as defined in the Series CC Preferred Stock certificate of\ndesignations) as of the most recent reset dividend determination date (as defined in the Series CC Preferred Stock certificate of designations) plus 2.726% on the liquidation preference amount of $25,000 per share quarterly in arrears beginning on\nMay 15, 2030. The “First Reset Date” is February 15, 2030, and a “reset date” is the First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Dividends on the Series FF Preferred\nStock are noncumulative and are payable quarterly in arrears. As long as shares of Series FF Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been paid or declared and set apart for\npayment on all outstanding shares of the Series FF Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series FF Preferred Stock during the next succeeding\ndividend period.

Voting Rights. Holders of the Series FF Preferred Stock do not have voting rights other\nthan those described below and as specifically required by Delaware law.

If any quarterly dividend payable on any Series FF Preferred\nStock is in arrears for six or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series FF Preferred Stock

\nwill be entitled to vote as a class, together with the holders of all series of preferred stock ranking equally with the Series FF Preferred Stock as to payment of dividends and upon which voting\nrights equivalent to those granted to the holders of Series FF Preferred Stock have been conferred and are exercisable, for the election of two Preferred Stock Directors. The voting rights of the holders of the Series FF Preferred Stock to elect the\nPreferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least two consecutive semiannual or four consecutive quarterly dividend periods, as applicable, following a Nonpayment of the Series FF Preferred\nStock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any cumulative dividend parity stock (but subject always to the vesting of such voting rights in the case of any similar\nnon-payment of dividends in respect of future dividend periods).

Also, without the consent of the\nholders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Series FF Preferred Stock then outstanding, Citigroup may not create any\nclass of stock having preference as to dividends or distributions of the assets over the Series FF Preferred Stock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or\ncertificate of designations relating to the Series FF Preferred Stock) so as to adversely affect the powers, preferences or rights of the holder of the shares of Series FF Preferred Stock.

Distributions. In the event of the voluntary or involuntary liquidation, dissolution or winding up of\nCitigroup, holders of Series FF Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of assets may be made or set aside to holders of capital stock ranking junior to the\nSeries FF Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend payment date to, but excluding, the date of liquidation, dissolution or winding up,\nbut only if and to the extent declared.

Redemption. Citigroup may redeem the Series FF Preferred Stock,\nwith the prior approval of the Federal Reserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date beginning on or after February 15, 2030, or (ii) in whole but not in\npart at any time within 90 days following a Regulatory Capital Event (as defined in the Series FF Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid dividends,\nwithout accumulation of any undeclared dividends, to, but excluding, the date fixed for redemption.

Series GG Preferred Stock

Preferential Rights. The Series GG Preferred Stock ranks senior to Citigroup common stock and ranks equally\nwith each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series GG Preferred Stock is not convertible into or exchangeable\nfor any shares of common stock or any other class of Citigroup capital stock. Holders of the Series GG Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series GG Preferred\nStock without the consent of the holders of the Series GG Preferred Stock.

Dividends. Holders of the\nSeries GG Preferred Stock are entitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) from, and including, the date\nof issuance of the Preferred Stock to, but excluding the First Reset Date at an annual rate of 6.875% on the liquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and\nNovember 15, beginning November 15, 2025, and (ii) from, and including, the First Reset Date, for each reset date, at an annual rate equal to the five-year treasury rate (as defined in the Series GG Preferred Stock certificate of\ndesignations) as of the most recent reset dividend determination date (as defined in the GG Preferred Stock certificate of designations) plus 2.890% on the liquidation preference amount of $25,000 per share quarterly in arrears beginning on\nNovember 15, 2030. The

\n“First Reset Date” is August 15, 2030, and a “reset date” is the First Reset Date and each date falling on the fifth anniversary of the preceding reset date.\nDividends on the Series GG Preferred Stock are noncumulative and are payable quarterly in arrears. As long as shares of Series GG Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been\npaid or declared and set apart for payment on all outstanding shares of the Series GG Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series GG Preferred\nStock during the next succeeding dividend period.

Voting Rights. Holders of the Series GG Preferred\nStock do not have voting rights other than those described below and as specifically required by Delaware law.

If any quarterly dividend\npayable on any Series GG Preferred Stock is in arrears for six or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series GG Preferred Stock will be entitled to vote as a class, together with the\nholders of all series of preferred stock ranking equally with the Series GG Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series GG Preferred Stock have been conferred and are\nexercisable, for the election of two Preferred Stock Directors. The voting rights of the holders of the Series GG Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least\ntwo consecutive semiannual or four consecutive quarterly dividend periods, as applicable, following a Nonpayment of the Series GG Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any\ncumulative dividend parity stock (but subject always to the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes\nentitled to be cast by the holders of the total number of shares of Series GG Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or distributions of the assets over the Series GG Preferred\nStock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series GG Preferred Stock) so as to adversely affect the powers,\npreferences or rights of the holder of the shares of Series GG Preferred Stock.

Distributions. In the\nevent of the voluntary or involuntary liquidation, dissolution or winding up of Citigroup, holders of Series GG Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of\nassets may be made or set aside to holders of capital stock ranking junior to the Series GG Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend\npayment date to, but excluding, the date of liquidation, dissolution or winding up, but only if and to the extent declared.

Redemption. Citigroup may redeem the Series GG Preferred Stock, with the prior approval of the Federal\nReserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date beginning on or after August 15, 2030, or (ii) in whole but not in part at any time within 90 days following a\nRegulatory Capital Event (as defined in the Series GG Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared\ndividends, to, but excluding, the date fixed for redemption.

Series HH Preferred Stock

Preferential Rights. The Series HH Preferred Stock ranks senior to Citigroup common stock and ranks equally\nwith each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series HH Preferred Stock is not convertible into or exchangeable\nfor any shares of common stock or any other class of Citigroup capital stock. Holders of the Series HH Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series HH Preferred\nStock without the consent of the holders of the Series HH Preferred Stock.

Dividends. Holders of the Series HH Preferred Stock are\nentitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) from, and including, the date of issuance of the Preferred\nStock to, but excluding the First Reset Date at an annual rate of 6.625% on the liquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning\nMay 15, 2026, and (ii) from, and including, the First Reset Date, for each reset date, at an annual rate equal to the five-year treasury rate (as defined in the Series HH Preferred Stock certificate of designations) as of the most recent\nreset dividend determination date (as defined in the HH Preferred Stock certificate of designations) plus 3.001% on the liquidation preference amount of $25,000 per share quarterly in arrears beginning on May 15, 2031. The “First Reset\nDate” is February 15, 2031, and a “reset date” is the First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Dividends on the Series HH Preferred Stock are noncumulative and are payable\nquarterly in arrears. As long as shares of Series HH Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been paid or declared and set apart for payment on all outstanding shares of the\nSeries HH Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series HH Preferred Stock during the next succeeding dividend period.

Voting Rights. Holders of the Series HH Preferred Stock do not have voting rights other than those described\nbelow and as specifically required by Delaware law.

If any quarterly dividend payable on any Series HH Preferred Stock is in arrears for\nsix or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series HH Preferred Stock will be entitled to vote as a class, together with the holders of all series of preferred stock ranking equally\nwith the Series HH Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series HH Preferred Stock have been conferred and are exercisable, for the election of two Preferred Stock\nDirectors. The voting rights of the holders of the Series HH Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least two consecutive semiannual or four consecutive\nquarterly dividend periods, as applicable, following a Nonpayment of the Series HH Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any cumulative dividend parity stock (but subject always\nto the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes\nentitled to be cast by the holders of the total number of shares of Series HH Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or distributions of the assets over the Series HH Preferred\nStock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series HH Preferred Stock) so as to adversely affect the powers,\npreferences or rights of the holder of the shares of Series HH Preferred Stock.

Distributions. In the\nevent of the voluntary or involuntary liquidation, dissolution or winding up of Citigroup, holders of Series HH Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of\nassets may be made or set aside to holders of capital stock ranking junior to the Series HH Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend\npayment date to, but excluding, the date of liquidation, dissolution or winding up, but only if and to the extent declared.

Redemption. Citigroup may redeem the Series HH Preferred Stock, with the prior approval of the Federal\nReserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date beginning on or after February 15, 2031, or (ii) in whole but not in part at any time within 90 days following\na Regulatory Capital Event (as defined in the Series HH Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared\ndividends, to, but excluding, the date fixed for redemption.

Series II Preferred Stock

Preferential Rights. The Series II Preferred Stock ranks senior to Citigroup common stock and ranks\nequally with each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series II Preferred Stock is not convertible into or\nexchangeable for any shares of common stock or any other class of Citigroup capital stock. Holders of the Series II Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series II\nPreferred Stock without the consent of the holders of the Series II Preferred Stock.

Dividends.\nHolders of the Series II Preferred Stock are entitled to receive cash dividends when and as declared by the board of directors of Citigroup or a duly authorized committee of the board out of assets legally available for payment, at an annual\nrate of 6.250% on the liquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and November 15 of each year, beginning May 15, 2026. Dividends on the Series II Preferred\nStock are noncumulative and are payable quarterly in arrears. As long as shares of Series II Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been paid or declared and set apart for\npayment on all outstanding shares of the Series II Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series II Preferred Stock during the next succeeding\ndividend period.

Voting Rights. Holders of the Series II Preferred Stock do not have voting\nrights other than those described below and as specifically required by Delaware law.

If any quarterly dividend payable on any Series II\nPreferred Stock is in arrears for six or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series II Preferred Stock will be entitled to vote as a class, together with the holders of all series of\npreferred stock ranking equally with the Series II Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series II Preferred Stock have been conferred and are exercisable, for the\nelection of two Preferred Stock Directors. The voting rights of the holders of the Series II Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least two consecutive\nsemiannual periods or four consecutive quarterly dividend periods, as applicable, following a Nonpayment of the Series II Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any cumulative\ndividend parity stock (but subject always to the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes\nentitled to be cast by the holders of the total number of shares of Series II Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or distributions of the assets over the Series II Preferred\nStock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series II Preferred Stock) so as to adversely affect the powers,\npreferences or rights of the holder of the shares of Series II Preferred Stock.

Distributions.\nIn the event of the voluntary or involuntary liquidation, dissolution or winding up of Citigroup, holders of Series II Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any\ndistribution of assets may be made or set aside to holders of capital stock ranking junior to the Series II Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the\nlast dividend payment date to, but excluding, the date of liquidation, dissolution or winding up, but only if and to the extent declared.

Redemption. Citigroup may redeem the Series II Preferred Stock, with the prior approval of the\nFederal Reserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date on or after February 15, 2031, or (ii) in whole but not in part at any time within 90 days following a\n

\nRegulatory Capital Event (as defined in the Series II Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share, plus any declared and unpaid\ndividends, without accumulation of any undeclared dividends, to, but excluding, the date fixed for redemption.

Series JJ Preferred Stock\n

Preferential Rights. The Series JJ Preferred Stock ranks senior to Citigroup common stock and\nranks equally with each other series of Citigroup preferred stock outstanding on the date hereof as to dividends and distributions upon the liquidation, dissolution or winding up of Citigroup. The Series JJ Preferred Stock is not convertible into or\nexchangeable for any shares of common stock or any other class of Citigroup capital stock. Holders of the Series JJ Preferred Stock do not have any preemptive rights. Citigroup may issue stock with preferences equal with or junior to the Series JJ\nPreferred Stock without the consent of the holders of the Series JJ Preferred Stock.

Dividends. Holders\nof the Series JJ Preferred Stock are entitled to receive cash dividends when and as declared by the Citigroup Board of Directors or a duly authorized committee of the board out of assets legally available for payment, (i) from, and including,\nthe date of issuance of the Preferred Stock to, but excluding the First Reset Date at an annual rate of 6.500% on the liquidation preference amount of $25,000 per share quarterly in arrears on each February 15, May 15, August 15 and\nNovember 15, beginning May 15, 2026, and (ii) from, and including, the First Reset Date, for each reset date, at an annual rate equal to the five-year treasury rate (as defined in the Series JJ Preferred Stock certificate of\ndesignations) as of the most recent reset dividend determination date (as defined in the JJ Preferred Stock certificate of designations) plus 2.745% on the liquidation preference amount of $25,000 per share quarterly in arrears beginning on\nAugust 15, 2031. The “First Reset Date” is May 15, 2031, and a “reset date” is the First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Dividends on the Series JJ Preferred\nStock are noncumulative and are payable quarterly in arrears. As long as shares of Series JJ Preferred Stock remain outstanding, unless full noncumulative dividends for the dividend period then ending have been paid or declared and set apart for\npayment on all outstanding shares of the Series JJ Preferred Stock, Citigroup cannot declare or pay any cash dividend on any shares of common stock or other capital stock ranking junior to the Series JJ Preferred Stock during the next succeeding\ndividend period.

Voting Rights. Holders of the Series JJ Preferred Stock do not have voting rights other\nthan those described below and as specifically required by Delaware law.

If any quarterly dividend payable on any Series JJ Preferred\nStock is in arrears for six or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of the Series JJ Preferred Stock will be entitled to vote as a class, together with the holders of all series of preferred\nstock ranking equally with the Series JJ Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series JJ Preferred Stock have been conferred and are exercisable, for the election of two\nPreferred Stock Directors. The voting rights of the holders of the Series JJ Preferred Stock to elect the Preferred Stock Directors will cease when Citigroup has paid noncumulative dividends in full for at least two consecutive semiannual or four\nconsecutive quarterly dividend periods, as applicable, following a Nonpayment of the Series JJ Preferred Stock and on any noncumulative dividend parity stock and has paid cumulative dividends in full on any cumulative dividend parity stock (but\nsubject always to the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future dividend periods).

Also, without the consent of the holders of shares entitled to cast at least two-thirds of the votes\nentitled to be cast by the holders of the total number of shares of Series JJ Preferred Stock then outstanding, Citigroup may not create any class of stock having preference as to dividends or distributions of the assets over the Series JJ Preferred\nStock, or alter or change the provisions of Citigroup’s certificate of incorporation (including any certificate of amendment or certificate of designations relating to the Series JJ Preferred Stock) so as to adversely affect the powers,\npreferences or rights of the holder of the shares of Series JJ Preferred Stock.

Distributions. In the event of the voluntary or involuntary\nliquidation, dissolution or winding up of Citigroup, holders of Series JJ Preferred Stock are entitled to receive out of assets legally available for distribution to stockholders, before any distribution of assets may be made or set aside to holders\nof capital stock ranking junior to the Series JJ Preferred Stock as to distributions, a liquidating distribution in an amount equal to $25,000 per share, plus any dividends thereon from the last dividend payment date to, but excluding, the date of\nliquidation, dissolution or winding up, but only if and to the extent declared.

Redemption. Citigroup\nmay redeem the Series JJ Preferred Stock, with the prior approval of the Federal Reserve if required, (i) in whole or in part, at its option, at any time or from time to time, on any dividend payment date beginning on or after May 15,\n2031, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the Series JJ Preferred Stock certificate of designations), in each case at the redemption price equal to $25,000 per share,\nplus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the date fixed for redemption.

Important\nProvisions of Citigroup’s Restated Certificate of Incorporation and By-Laws

Business\nCombinations. The Restated Certificate of Incorporation generally requires the affirmative vote of at least a majority of the votes cast affirmatively or negatively by the holders of the then outstanding shares of voting stock,\nvoting together as a single class, to approve any merger or other business combination between Citigroup and any interested stockholder, unless (1) the transaction has been approved by a majority of the continuing directors of Citigroup or\n(2) minimum price, form of consideration and procedural requirements are satisfied. An “interested stockholder” as defined in the Restated Certificate of Incorporation generally means a person who owns at least 25% of the voting\nstock of Citigroup or who is an affiliate or associate of Citigroup and owned at least 25% of the voting stock of Citigroup at any time during the prior two years. A “continuing director,” as defined in the Restated Certificate of\nIncorporation, generally means a director who is not related to an interested stockholder and held that position before an interested stockholder became an interested stockholder.

Amendments to Restated Certificate of Incorporation and By-Laws. The affirmative vote of the\nholders of at least a majority of the voting power of the shares entitled to vote is required to amend the provisions of the Restated Certificate of Incorporation relating to the issuance of common stock. Amendments of provisions of the Restated\nCertificate of Incorporation relating to business combinations generally require a vote of the holders of at least a majority of the then outstanding shares of voting stock. The Citigroup Board of Directors, at any meeting, may alter or amend the by-laws upon the affirmative vote of at least 66 2/3% of the entire Citigroup Board of Directors.

Vacancies. Vacancies on the Citigroup Board of Directors resulting from an increase in the number of directors may be filled by a\nmajority of the Citigroup Board of Directors then in office, so long as a quorum is present. Any other vacancies on the Citigroup Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum. Any\ndirector elected to fill a vacancy that did not result from increasing the size of the Citigroup Board of Directors shall hold office for a term coinciding with the predecessor director’s remaining term.

DESCRIPTION OF PREFERRED STOCK

The following briefly summarizes the material terms of Citigroup’s preferred stock, other than pricing and related terms disclosed in\nthe accompanying supplement. You should read the particular terms of any series of preferred stock offered by Citigroup, which will be described in more detail in any supplement relating to such series, together with the more detailed provisions of\nCitigroup’s Restated Certificate of Incorporation and the certificate of designation relating to each particular series of preferred stock for provisions that may be important to you. The Restated Certificate of Incorporation, as it may be\namended and restated, is incorporated by reference into the registration statement of which this prospectus forms a part. The certificate of designation relating to the particular series of preferred stock offered by the accompanying supplement and\nthis prospectus will be filed as an exhibit to a document incorporated by reference in the registration statement. The prospectus supplement will also state whether any of the terms summarized below do not apply to the series of preferred stock\nbeing offered. For a description of Citigroup’s outstanding preferred stock, see “Description of Capital Stock.”

Under\nCitigroup’s Restated Certificate of Incorporation, the Citigroup Board of Directors is authorized to issue shares of preferred stock in one or more series, and to establish from time to time a series of preferred stock with the following terms\nspecified:

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the number of shares to be included in the series;

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the designation, powers, preferences and rights of the shares of the series; and

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the qualifications, limitations or restrictions of such series.

Prior to the issuance of any series of preferred stock, the Citigroup Board of Directors will adopt resolutions creating and designating the\nseries as a series of preferred stock. The term “Citigroup Board of Directors” includes any duly authorized committee.

The\nrights of holders of the preferred stock offered may be adversely affected by the rights of holders of any shares of preferred stock that may be issued in the future. The Citigroup Board of Directors may cause shares of preferred stock to be issued\nin public or private transactions for any proper corporate purpose. Examples of proper corporate purposes include issuances to obtain additional financing in connection with acquisitions or otherwise, and issuances to officers, directors and\nemployees of Citigroup and its subsidiaries pursuant to benefit plans or otherwise. Shares of preferred stock issued by Citigroup may have the effect of rendering more difficult or discouraging an acquisition of Citigroup deemed undesirable by the\nCitigroup Board of Directors.

Under existing interpretations of Federal Reserve, if the holders of the preferred stock become entitled to\nvote for the election of directors because dividends on the preferred stock are in arrears as described below, preferred stock may then be deemed a “class of voting securities” and a holder of 25% or more of the preferred stock or a\nholder of 5% or more of the preferred stock that is otherwise a bank holding company may then be regulated as a “bank holding company” with respect to Citigroup in accordance with the Bank Holding Company Act. In addition, at such time:\n

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any bank holding company or foreign bank with a U.S. presence generally would be required to obtain the approval\nof the Federal Reserve under the Bank Holding Company Act of 1956, as amended, to acquire or retain 5% or more of the preferred stock; and

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any person other than a bank holding company may be required to obtain the approval of the Federal Reserve under\nthe Change in Bank Control Act of 1978, as amended, to acquire or retain 10% or more of the preferred stock.

Before\nexercising its option to redeem any shares of preferred stock, Citigroup will obtain the approval of the Federal Reserve if then required by applicable law.

The preferred stock will be, when issued, fully paid and nonassessable. Holders of preferred stock will not have any preemptive or\nsubscription rights to acquire more stock of Citigroup.

The transfer agent and registrar for shares of each series of preferred stock will be named\nin the supplement relating to such series.

Rank

Unless otherwise specified in connection with a particular offering of preferred stock, such shares will rank on an equal basis with each other\nseries of preferred stock and prior to the common stock as to dividends and distributions of assets.

Dividends

Holders of each series of preferred stock will be entitled to receive cash dividends when, as and if declared by the Citigroup Board of\nDirectors out of funds legally available for dividends. The rates and dates of payment of dividends will be set forth in the supplement relating to each series of preferred stock. Dividends will be payable to holders of record of preferred stock as\nthey appear on the books of Citigroup or, if applicable, the records of the depositary referred to below under “Description of Depositary Shares,” on the record dates fixed by the Citigroup Board of Directors. Dividends on a series of\npreferred stock may be cumulative or noncumulative.

Citigroup may not declare, pay or set apart for payment dividends on the preferred\nstock unless full dividends on other series of preferred stock that rank on an equal or senior basis have been paid or sufficient funds have been set apart for payment for

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all prior dividend periods of other series of preferred stock that pay dividends on a cumulative basis; or\n

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the immediately preceding dividend period of other series of preferred stock that pay dividends on a\nnoncumulative basis.

Partial dividends declared on shares of preferred stock and each other series of preferred stock\nranking on an equal basis as to dividends will be declared pro rata. A pro rata declaration means that the ratio of dividends declared per share to accrued dividends per share will be the same for each series of preferred stock.

Similarly, Citigroup may not declare, pay or set apart for payment non-stock dividends or make other\npayments on the common stock or any other stock of Citigroup ranking junior to the preferred stock until full dividends on the preferred stock have been paid or set apart for payment for

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all prior dividend periods if the preferred stock pays dividends on a cumulative basis; or

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the immediately preceding dividend period if the preferred stock pays dividends on a noncumulative basis.\n

Conversion and Exchange

The supplement for a series of preferred stock will state the terms, if any, on which shares of that series are convertible into or\nexchangeable for shares of Citigroup’s common stock.

Redemption

If so specified in the applicable supplement, a series of preferred stock may be redeemable, with the prior approval of the Federal Reserve if\nrequired, at any time, in whole or in part, at the option of Citigroup or the holder thereof and may be mandatorily redeemed.

Any partial\nredemptions of preferred stock will be made (i) on a pro rata basis from the holders of shares of such stock in proportion to the number of shares of such stock held by such holders or (ii) by lot.

Unless Citigroup defaults in the payment of the redemption price, dividends will cease to\naccrue after the redemption date on shares of preferred stock called for redemption and all rights of holders of such shares will terminate except for the right to receive the redemption price.

Liquidation Preference

Upon any\nvoluntary or involuntary liquidation, dissolution or winding up of Citigroup, holders of each series of preferred stock will be entitled to receive distributions upon liquidation in the amount set forth in the supplement relating to such series of\npreferred stock, plus an amount equal to any accrued and unpaid dividends. Such distributions will be made before any distribution is made on any securities ranking junior relating to liquidation, including common stock.

If the liquidation amounts payable relating to the preferred stock of any series and any other securities ranking on a parity regarding\nliquidation rights are not paid in full, the holders of the preferred stock of such series and such other securities will share in any such distribution of available assets of Citigroup on a ratable basis in proportion to the full liquidation\npreferences. Holders of such series of preferred stock will not be entitled to any other amounts from Citigroup after they have received their full liquidation preference.

Voting Rights

The holders of shares of\npreferred stock will have no voting rights, except:

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as otherwise stated in the supplement;

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as otherwise stated in the certificate of designation establishing such series; and

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as required by applicable law.

DESCRIPTION OF DEPOSITARY SHARES

The following briefly summarizes the material provisions of the deposit agreement and of the depositary shares and depositary receipts, other\nthan pricing and related terms disclosed in the accompanying supplement. You should read the particular terms of any depositary shares and any depositary receipts that are offered by Citigroup and any deposit agreement relating to a particular\nseries of preferred stock, which will be described in more detail in a supplement. The supplement will also state whether any of the generalized provisions summarized below do not apply to the depositary shares or depositary receipts being offered.\nA copy of the form of deposit agreement, including the form of depositary receipt, is incorporated by reference as an exhibit in the registration statement of which this prospectus forms a part. You should read the more detailed provisions of the\ndeposit agreement and the form of depositary receipt for provisions that may be important to you.

General

Citigroup may, at its option, elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. In such event,\nCitigroup will issue receipts for depositary shares, each of which will represent a fraction of a share of a particular series of preferred stock.

The shares of any series of preferred stock represented by depositary shares will be deposited under a deposit agreement between Citigroup and\na bank or trust company selected by Citigroup having its principal office in the United States and having a combined capital and surplus of at least $50,000,000, as preferred stock depositary. Each owner of a depositary share will be entitled to all\nthe rights and preferences of the underlying preferred stock, including dividend, voting, redemption, conversion and liquidation rights, in proportion to the applicable fraction of a share of preferred stock represented by such depositary share. The\ndepositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the\napplicable supplement.

Dividends and Other Distributions

The preferred stock depositary will distribute all cash dividends or other cash distributions received in respect of the deposited preferred\nstock to the record holders of depositary shares relating to such preferred stock in proportion to the number of such depositary shares owned by such holders.

The preferred stock depositary will distribute any property received by it other than cash to the record holders of depositary shares entitled\nthereto. If the preferred stock depositary determines that it is not feasible to make such distribution, it may, with the approval of Citigroup, sell such property and distribute the net proceeds from such sale to such holders.

Record dates for the payment of dividends and other matters relating to depositary shares will be the same as the corresponding record dates\nfor the underlying preferred stock. The amount paid (or deemed paid) as dividends or otherwise distributable (or deemed distributable) by the depositary with respect to the depositary shares or the underlying preferred stock will be reduced by any\namounts required to be withheld by Citigroup or the preferred stock depositary on account of taxes or other governmental charges. The preferred stock depositary may refuse to make any payment or distribution, or any transfer, exchange or withdrawal\nof any depositary shares until such taxes or other governmental charges are paid.

Redemption of Preferred Stock

If a series of preferred stock represented by depositary shares is to be redeemed, the depositary shares will be redeemed from the proceeds\nreceived by the preferred stock depositary resulting from the redemption, in whole or in part, of such series of preferred stock. The depositary shares will be redeemed by the preferred stock depositary at a price per depositary share equal to the\napplicable fraction of the redemption price per share payable in respect of the shares of preferred stock so redeemed.

Whenever Citigroup redeems shares of preferred stock held by the preferred stock depositary,\nthe preferred stock depositary will redeem as of the same date the number of depositary shares representing the shares of preferred stock so redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed\nwill be selected by the preferred stock depositary by lot or ratably or by any other equitable method as the preferred stock depositary may decide. The preferred stock depositary will send notice of redemption to record holders of the preferred\nstock depositary receipts not less than 5 and not more than 30 days prior to the date fixed for redemption of the preferred stock and the related depositary shares.

Withdrawal of Preferred Stock

Unless the\nrelated depositary shares have previously been called for redemption, any holder of depositary shares may receive the number of whole shares of the related series of preferred stock and any money or other property represented by such depositary\nreceipts after surrendering the depositary receipts at the corporate trust office of the preferred stock depositary. Holders of depositary shares making such withdrawals will be entitled to receive whole shares of preferred stock on the basis set\nforth in the related supplement for such series of preferred stock.

However, holders of such whole shares of preferred stock will not be\nentitled to deposit such preferred stock under the deposit agreement or to receive depositary receipts for such preferred stock after such withdrawal. If the depositary shares surrendered by the holder in connection with such withdrawal exceed the\nnumber of depositary shares that represent the number of whole shares of preferred stock to be withdrawn, the preferred stock depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of\ndepositary shares.

Voting Deposited Preferred Stock

Upon receipt of notice of any meeting at which the holders of any series of deposited preferred stock are entitled to vote, the preferred stock\ndepositary will send the information contained in such notice of meeting to the record holders of the depositary shares relating to such series of preferred stock. Each record holder of such depositary shares on the record date will be entitled to\ninstruct the preferred stock depositary to vote the amount of the preferred stock represented by such holder’s depositary shares. The preferred stock depositary will try to vote the amount of such series of preferred stock represented by such\ndepositary shares in accordance with such instructions.

Citigroup will agree to take all reasonable actions that the preferred stock\ndepositary determines are necessary to enable the preferred stock depositary to vote as instructed. The preferred stock depositary will vote all shares of any series of preferred stock held by it proportionately with instructions received if it does\nnot receive specific instructions from the holders of depositary shares representing such series of preferred stock.

Amendment and Termination of the\nDeposit Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at\nany time be amended by agreement between Citigroup and the preferred stock depositary. However, any amendment that imposes additional charges or materially and adversely alters any substantial existing right of the holders of depositary shares will\nnot be effective unless such amendment has been approved by the holders of at least a majority of the affected depositary shares then outstanding. Every holder of an outstanding depositary receipt at the time any such amendment becomes effective, or\nany transferee of such holder, shall be deemed, by continuing to hold such depositary receipt, or by reason of the acquisition thereof, to consent and agree to such amendment and to be bound by the deposit agreement, which has been amended thereby.\nThe deposit agreement automatically terminates if:

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all outstanding depositary shares have been redeemed;

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each share of preferred stock has been converted into or exchanged for common stock; or

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a final distribution in respect of the preferred stock has been made to the holders of depositary shares in\nconnection with any liquidation, dissolution or winding up of Citigroup.

The deposit agreement may be terminated by\nCitigroup at any time and the preferred stock depositary will give notice of such termination to the record holders of all outstanding depositary receipts not less than 30 days prior to the termination date. In such event, the preferred stock\ndepositary will deliver or make available for delivery to holders of depositary shares, upon surrender of such depositary shares, the number of whole or fractional shares of the related series of preferred stock as are represented by such depositary\nshares.

Charges of Preferred Stock Depositary; Taxes and Other Governmental Charges

No fees, charges and expenses of the preferred stock depositary or any agent of the preferred stock depositary or of any registrar shall be\npayable by any person other than Citigroup, except for any taxes and other governmental charges and except as provided in the deposit agreement. If the preferred stock depositary incurs fees, charges or expenses for which it is not otherwise liable\nhereunder at the election of a holder of a depositary receipt or other person, such holder or other person will be liable for such fees, charges and expenses.

Resignation and Removal of Depositary

The preferred stock depositary may resign at any time by delivering to Citigroup notice of its intent to do so, and Citigroup may at any time\nremove the preferred stock depositary, any such resignation or removal to take effect upon the appointment of a successor preferred stock depositary and its acceptance of such appointment. Such successor preferred stock depositary must be appointed\nwithin 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

Miscellaneous

The preferred stock\ndepositary will forward all reports and communications from Citigroup that are delivered to the preferred stock depositary and that Citigroup is required to furnish to the holders of the deposited preferred stock.

Neither the preferred stock depositary nor Citigroup will be liable if it is prevented or delayed by law or any circumstances beyond its\ncontrol in performing its obligations under the deposit agreement. The obligations of Citigroup and the preferred stock depositary under the deposit agreement will be limited to performance with honest intentions of their duties thereunder and they\nwill not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares, depositary receipts or shares of preferred stock unless satisfactory indemnity is furnished. Citigroup and the preferred stock depositary may rely\nupon written advice of counsel or accountants, or upon information provided by holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE\nUNITS

Citigroup may issue stock purchase contracts, including contracts obligating holders to purchase from or sell to Citigroup, and\nCitigroup to sell to or purchase from the holders, a specified number of shares of common stock, shares of preferred stock or depositary shares at a future date or dates. The consideration per share of common stock, preferred stock or depositary\nshares and the number of shares of each may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be issued\nseparately or as part of units, often known as stock purchase units, consisting of a stock purchase contract and any combination of:

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debt securities;

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capital securities issued by trusts, all of whose common securities are owned by Citigroup or by one of its\nsubsidiaries;

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junior subordinated debt securities; or

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•

debt obligations of third parties, including U.S. Treasury securities,

which may secure the holders’ obligations to purchase the common stock, preferred stock or depositary shares under the stock purchase contracts. The\nstock purchase contracts may require Citigroup to make periodic payments to the holders of the stock purchase units or vice versa, and these payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to\nsecure their obligations under those contracts in a specified manner.

The applicable supplement will describe the terms of the stock\npurchase contracts and stock purchase units, including, if applicable, collateral or depositary arrangements.

PLAN OF DISTRIBUTION

Citigroup may offer the offered securities in one or more of the following ways from time to time:

\n\n\n\n\n

•

to or through underwriters or dealers;

\n\n\n\n\n

•

by itself directly;

\n\n\n\n\n

•

through agents; or

\n\n\n\n\n

•

through a combination of any of these methods of sale.

Any such underwriters, dealers or agents may include any broker-dealer subsidiary of Citigroup.

The supplement relating to an offering of offered securities will set forth the terms of such offering, including:

\n\n\n\n\n

•

the name or names of any underwriters, dealers or agents;

\n\n\n\n\n

•

the purchase price of the offered securities and the proceeds to Citigroup from such sale;

\n\n\n\n\n

•

any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or\nagents’ compensation;

\n\n\n\n\n

•

the initial public offering price;

\n\n\n\n\n

•

any discounts or concessions to be allowed or reallowed or paid to dealers; and

\n\n\n\n\n

•

any securities exchanges on which such offered securities may be listed.

Any initial public offering prices, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

If underwriters are used in an offering of offered securities, such offered securities will be acquired by the underwriters for their own\naccount and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be offered either to the public\nthrough underwriting syndicates represented by one or more managing underwriters or by one or more underwriters without a syndicate. Unless otherwise specified in connection with a particular offering of securities, the underwriters will not be\nobligated to purchase offered securities unless specified conditions are satisfied, and if the underwriters do purchase any offered securities, they will purchase all offered securities.

In connection with underwritten offerings of the offered securities and in accordance with applicable law and industry practice, underwriters\nmay over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the offered securities at levels above those that might otherwise prevail in the open market, including by entering stabilizing bids, effecting\nsyndicate covering transactions or imposing penalty bids, each of which is described below.

\n\n\n\n\n

•

A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging,\nfixing or maintaining the price of a security.

\n\n\n\n\n

•

A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the\neffecting of any purchase to reduce a short position created in connection with the offering.

\n\n\n\n\n

•

A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a\nsyndicate member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions.

These transactions may be effected on the New York Stock Exchange (“NYSE”), in the over-the-counter market, or otherwise. Underwriters are not required to engage in any of these activities, or to continue such activities if commenced.

If dealers are utilized in the sale of offered securities, Citigroup will sell such offered securities to the dealers as principals. The\ndealers may then resell such offered securities to the public at varying prices to be determined by such dealers at the time of resale. The names of the dealers and the terms of the transaction will be set forth in the supplement relating to that\ntransaction.

Offered securities may be sold directly by Citigroup to one or more institutional purchasers, or through agents designated\nby Citigroup from time to time, at a fixed price or prices, which may be changed, or at varying prices determined at the time of sale. Any agent involved in the offer or sale of the offered securities in respect of which this prospectus is delivered\nwill be named, and any commissions payable by Citigroup to such agent will be set forth, in the supplement relating to that offering. Unless otherwise specified in connection with a particular offering of securities, any such agent will be acting on\na best efforts basis for the period of its appointment.

As one of the means of direct issuance of offered securities, Citigroup may\nutilize the services of an entity through which it may conduct an electronic “dutch auction” or similar offering of the offered securities among potential purchasers who are eligible to participate in the auction or offering of such\noffered securities, if so described in the applicable supplement.

If so indicated in the applicable supplement, Citigroup will authorize\nagents, underwriters or dealers to solicit offers from certain types of institutions to purchase offered securities from Citigroup at the public offering price set forth in such supplement pursuant to delayed delivery contracts providing for payment\nand delivery on a specified date in the future. Such contracts will be subject only to those conditions set forth in the supplement and the supplement will set forth the commission payable for solicitation of such contracts.

Conflicts of Interest. The broker-dealer subsidiaries of Citigroup, including Citigroup Global Markets Inc., are members of FINRA and\nmay participate in distributions of the offered securities. Accordingly, offerings of offered securities in which Citigroup’s broker-dealer subsidiaries participate will conform with the requirements addressing conflicts of interest when\ndistributing the securities of an affiliate set forth in FINRA Rule 5121. Neither Citigroup Global Markets Inc. nor any other broker-dealer subsidiary of Citigroup will sell the offered securities to an account over which Citigroup or its\nsubsidiaries have investment discretion unless Citigroup Global Markets Inc. or such broker-dealer subsidiary has received specific written approval of the transaction from the account holder.

This prospectus, together with any applicable supplement, may also be used by any broker-dealer subsidiary of Citigroup in connection with\noffers and sales of the offered securities in market-making transactions, including block positioning and block trades, at negotiated prices related to prevailing market prices at the time of sale. Any of Citigroup’s broker-dealer subsidiaries\nmay act as principal or agent in such transactions. None of Citigroup’s broker-dealer subsidiaries have any obligation to make a market in any of the offered securities and may discontinue any market-making activities at any time without\nnotice, at its sole discretion.

One or more dealers, referred to as “remarketing firms,” may also offer or sell the\nsecurities, if the supplement so indicates, in connection with a remarketing arrangement contemplated by the terms of the securities. Remarketing firms will act as principals for their own accounts or as agents. The supplement will identify any\nremarketing firm and the terms of its agreement, if any, with Citigroup and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the remarketing of the securities.

Underwriters, dealers and agents may be entitled, under agreements with Citigroup, to indemnification by Citigroup relating to material\nmisstatements and omissions. Underwriters, dealers and agents may be customers

\nof, engage in transactions with, or perform services for, Citigroup and affiliates of Citigroup in the ordinary course of business.

Except for securities issued upon a reopening of a previous series, each series of offered securities will be a new issue of securities and\nwill have no established trading market. Any underwriters to whom offered securities are sold for public offering and sale may make a market in such offered securities, but such underwriters will not be obligated to do so and may discontinue any\nmarket making at any time without notice. The offered securities may or may not be listed on a securities exchange. No assurance can be given that there will be a market for the offered securities.

ERISA CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan or account subject to the Employee Retirement Income Security Act of\n1974, as amended (“ERISA”), should consider the fiduciary standards of ERISA in the context of the ERISA plan’s particular circumstances before authorizing an investment in the offered securities of Citigroup. Among other factors,\nthe fiduciary should consider whether such an investment is in accordance with the documents governing the ERISA plan and whether the investment is appropriate for the ERISA plan in view of its overall investment policy and diversification of its\nportfolio.

Certain provisions of ERISA and the Internal Revenue Code of 1986, as amended (the “Code”), prohibit employee\nbenefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, plans described in Section 4975(e)(1) of the Code that are subject to Section 4975 of the Code (including, without limitation, retirement\naccounts and Keogh Plans), and entities and accounts whose underlying assets include plan assets by reason of a plan’s investment in such entities and accounts (including, without limitation, as applicable, insurance company general accounts)\n(collectively, “plans”), from engaging in certain transactions involving “plan assets” with parties that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to\nthe plan or entity. Governmental and other plans that are not subject to ERISA or to the Code may be subject to similar restrictions under state, federal, local or non-U.S. law (“similar law”). Any\nemployee benefit plan or other entity, to which such provisions of ERISA, the Code or similar law apply, proposing to acquire the offered securities should consult with its legal counsel.

Citigroup has subsidiaries, including broker-dealer subsidiaries, that provide services to many employee benefit plans. Citigroup and any such\ndirect or indirect subsidiary of Citigroup may each be considered a “party in interest” and a “disqualified person” to a large number of plans. A purchase of offered securities of Citigroup by any such plan would be likely to\nresult in a prohibited transaction between the plan and Citigroup. Further, neither Citigroup nor any of its subsidiaries or affiliates is (i) providing any investment advice or making any recommendation to any plan in connection with the\npurchase of offered securities or (ii) undertaking to act as a “fiduciary” (as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, as applicable) to any plan in connection with its acquisition of offered\nsecurities.

Accordingly, unless otherwise provided in connection with a particular offering of securities, offered securities may not be\npurchased, held or disposed of by any plan or any other person investing “plan assets” of any plan that is subject to the prohibited transaction rules of ERISA or Section 4975 of the Code or other similar law, unless one of the\nfollowing exemptions (or a similar exemption or exception) applies to such purchase, holding and disposition:

\n\n\n\n\n

•

Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code for transactions with certain service\nproviders (the “Service Provider Exemption”),

\n\n\n\n\n

•

Prohibited Transaction Class Exemption (“PTCE”) 96-23\nfor transactions determined by in-house asset managers,

\n\n\n\n\n

•

PTCE 95-60 for transactions involving insurance company general accounts,\n

\n\n\n\n\n

•

PTCE 91-38 for transactions involving bank collective investment funds,\n

\n\n\n\n\n

•

PTCE 90-1 for transactions involving insurance company separate accounts,\nor

\n\n\n\n\n

•

PTCE 84-14 for transactions determined by independent qualified\nprofessional asset managers.

Unless otherwise provided in connection with a particular offering of securities, any\npurchaser of the offered securities or any interest therein will be deemed to have represented and warranted to Citigroup on each day including the date of its purchase of the offered securities through and including the date of disposition of such\noffered securities that:

\n\n\n\n

(a)

Either (i) it is not a plan subject to Title I of ERISA or Section 4975 of the Code and is not\npurchasing such securities or interest therein on behalf of, or with “plan assets” of, any such plan; or (ii) its purchase, holding and disposition of such securities are not and will not be prohibited because they are exempted by\nSection 408(b)(17) of ERISA or Section 4975(d)(20) of the Code, by one or more of PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or by a similar exemption or exception; and

\n\n\n\n

(b)

if it is a governmental plan (as defined in section 3 of ERISA) or other plan that is not subject to the\nprovisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding and disposition of such securities are not otherwise prohibited.

Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is important that any\nperson considering the purchase of the offered securities with plan assets consult with its counsel regarding the consequences under ERISA and the Code, or other similar law, of the acquisition and ownership of offered securities and the\navailability of exemptive relief.

LEGAL MATTERS

Karen Wang, Director—Corporate Securities Issuance Legal, or counsel to be identified in the applicable supplement, will act as legal\ncounsel to Citigroup. Ms. Wang beneficially owns, or has rights to acquire under Citigroup’s employee benefit plans, an aggregate of less than 1% of Citigroup’s common stock. Cleary Gottlieb Steen & Hamilton LLP, or other\ncounsel identified in the applicable supplement, will act as legal counsel to the underwriters. Cleary Gottlieb Steen & Hamilton LLP has from time to time acted as counsel for Citigroup and its subsidiaries and may do so in the future.

EXPERTS

The consolidated financial statements of Citigroup Inc. and its subsidiaries as of December 31, 2025 and 2024, and for each of the years\nin the three-year period ended December 31, 2025, and management’s assessment of effectiveness of internal control over financial reporting as of December 31, 2025 have been incorporated by reference herein in reliance upon the\nreport of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG LLP audits and reports on consolidated financial\nstatements of Citigroup Inc. and its subsidiaries issued at future dates, and consents to the use of its report thereon, such consolidated financial statements also will be incorporated by reference in the registration statement in reliance upon\ntheir report and said authority.

€2,750,000,000\n

\n\n\n $\"LOGO\"$ \n

€1,500,000,000 4.135% Fixed Rate/Floating Rate Notes due 2030

€1,250,000,000 4.462% Fixed Rate/Floating Rate Notes due 2033

PROSPECTUS SUPPLEMENT

October 19, 2026

(to\nprospectus dated February 25, 2026)

Citigroup


Joint Lead Managers

Barclays	BBVA	BMO Capital Markets
CaixaBank	Commerzbank	Deutsche Bank
DZ Financial Markets LLC	Erste Group	IMI – Intesa Sanpaolo
Lloyds Securities	MUFG	NATIXIS
National Bank of Canada Capital Markets	Nomura	PNC Capital Markets LLC
RBC Capital Markets	Raiffeisen Bank International	Santander
Scotiabank	SMBC	Société Générale Corporate & Investment Banking
Standard Chartered Bank	Swedbank	TD Securities
UBS Investment Bank		UniCredit

Co-Managers

ANZ Securities	BNP PARIBAS	China Construction Bank (Asia)
National Australia Bank Limited	Emirates NBD Capital	NatWest
Nykredit	CIBC Capital Markets	Desjardins Capital Markets
Commonwealth Bank of Australia	Westpac Banking Corporation	United Overseas Bank
	OCBC

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