FILED PURSUANT TO RULE 433
File No. 333-293732
CITIGROUP INC.
€1,500,000,000
4.135% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2030
Terms and Conditions
| Issuer: | Citigroup Inc. | |
| Ratings*: | A3 / BBB+ / A (Stable Outlook / Stable Outlook / Positive) (Moody’s / S&P / Fitch) | |
| Ranking: | Senior | |
| Offering Format: | SEC-registered | |
| Trade Date: | October 19, 2026 | |
| Settlement Date: | October 26, 2026 (T+5 days) | |
| Maturity: | October 26, 2030 | |
| Par Amount: | €1,500,000,000 | |
| Reference Bund Benchmark: | OBL 2.500% due October 11, 2029 | |
| 3-year EUR Mid-Swap Rate: | 3.435% | |
| Re-offer Spread vs Mid-Swaps: | Mid-Swaps + 70 bps | |
| Re-offer Spread vs Bunds: | 3.158 + 97.7 bps (Bund Price: 98.16) | |
| Re-offer Yield: | 4.135% | |
| Fixed Rate Coupon & Payment Dates: | 4.135%, payable annually in arrears on each October 26, beginning on October 26, 2027, from, and including, the Settlement Date to, but excluding, October 26, 2029 (the “fixed rate period”). | |
| Floating Rate Coupon & Payment Dates: | From, and including, October 26, 2029 (the “floating rate period”), an annual floating rate equal to three-month EURIBOR plus 0.795%, payable quarterly in arrears, each of January 26, April 26, July 26 and October 26, beginning on January 26, 2030 and ending at Maturity or any earlier redemption date. | |
| Floating Rate Interest Determination Date: | The second TARGET business day prior to each interest payment date during the floating rate period. | |
| Public Offering Price: | 100.000% | |
| Net Proceeds: | €1,496,250,000 (before expenses) | |
| Day Count: Business Days/Convention: |
Actual/Actual (ICMA) during the fixed rate period, Actual/360 during the floating rate period | |
| TARGET, London, New York; Following, during the fixed rate period; Modified following, during the floating rate period | ||
| Redemption at Issuer Option: | We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after April 26, 2027 (or, if additional notes are issued after October 26, 2026, beginning six months after the issue date of such additional notes) and prior to October 26, 2029, at a “make-whole” redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the “make-whole” amount described in the Issuer’s preliminary prospectus supplement dated October 19, 2026 (the “Prospectus Supplement”), plus, in either case, accrued and unpaid interest thereon to, but excluding, the date of redemption. The “make-whole” spread is 15 basis points. We may redeem the notes, at our option, (i) in whole, but not in part, on October 26, 2029, or (ii) in whole at any time or in part from time to time, on or after September 26, 2030 at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. | |
| Redemption for Tax Purposes: | We may redeem the notes, at our option, in whole at any time, but not in part at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption, if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the notes to non-U.S. persons. | |
| Sinking Fund: | Not applicable | |
| Listing: | Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange. | |
| Settlement: | Euroclear / Clearstream | |
| Minimum Denominations/Multiples: | €100,000 / multiples of €1,000 in excess thereof | |
| Governing Law: | State of New York | |
| Principal Paying Agent: | Citibank, N.A., London Branch | |
| Documentation: | The notes will be issued under the issuer’s Registration Statement on Form S-3 No. 333-293732 filed with the U.S. Securities and Exchange Commission | |
| Prohibition of Sales to Italy, Belgium, Sweden, Slovakia, Poland and Liechtenstein: | Applicable | |