Citigroup, Inc.NYSE: C

GLOBAL MARKETS HOLDINGS INC., CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A., CITIGROUP INC (3 issuers) - Final Supplement

· Issued by Citigroup, Inc.

Summary by 6ix AI

Citigroup Inc., Citigroup Global Markets Holdings Inc. (CGMHI) and Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL) issued supplements dated October 29, 2026 to their offering circulars (disclosure documents for investors) under the Citi Global Medium Term Note Programme, a framework for issuing debt notes.

Key details

  • The supplements add two exhibits from Citigroup Inc.'s current report on Form 8-K, filed with the US Securities and Exchange Commission on October 13, 2026. These are its press release dated October 13, 2026 and its Quarterly Financial Data Supplement for the quarter ended September 30, 2026.
  • Notes issued by CGMHI will be unconditionally and irrevocably guaranteed by Citigroup Inc. Notes issued by CGMFL will be unconditionally and irrevocably guaranteed by Citigroup Global Markets Limited.
  • The Luxembourg Stock Exchange has approved the supplement under Part IV of the Luxembourg Prospectus Law. It has not been approved by, and will not be submitted for approval to, Luxembourg's Commission de Surveillance du Secteur Financier or the UK Financial Conduct Authority.
  • The issuers state that, apart from what these supplements disclose, there has been no other significant new factor, material mistake or material inaccuracy in the offering circulars since their previous supplements.

What’s still pending

  • Application has been made to Euronext Dublin, the Irish stock exchange, to approve the supplements as supplements to the base listing particulars (listing documents for the notes).
  • The supplement will be approved by SIX Exchange Regulation AG as review body under the Swiss Financial Services Act on or around October 29, 2026.

6ix AI wrote this summary from the release below and checked it against the release.

CITIGROUP INC. OFFERING CIRCULAR (No.2) SUPPLEMENT (No.2) dated 29 October 2026; CGMHI OFFERING CIRCULAR (No.2) SUPPLEMENT (No.3) dated 29 October 2026;

CGMFL OFFERING CIRCULAR (No.2) SUPPLEMENT (No.3) dated 29 October 2026

CITIGROUP INC. (incorporated in Delaware)

and

CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a corporation duly incorporated and existing under the laws of the state of New York)

and

CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A.

(incorporated as a corporate partnership limited by shares (société en commandite par actions) under Luxembourg law, with registered office at 31, Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of Luxembourg and registered with the Register of Trade and Companies of Luxembourg (Registre de commerce et des sociétés, Luxembourg) under number B 169.199)

each an issuer under the

Citi Global Medium Term Note Programme

Notes issued by Citigroup Global Markets Holdings Inc. only will be unconditionally and irrevocably guaranteed by

CITIGROUP INC.

(incorporated in Delaware)

Notes issued by Citigroup Global Markets Funding Luxembourg S.C.A only will be unconditionally and irrevocably guaranteed by

CITIGROUP GLOBAL MARKETS LIMITED (incorporated in England and Wales)

Approvals

This Supplement constitutes a supplement for the purposes of Part IV of the Luxembourg Law dated 16 July 2019 relating to prospectuses for securities (the "Luxembourg Prospectus Law") and has been approved by the Luxembourg Stock Exchange under Part IV of the Luxembourg Prospectus Law and the Rules and Regulations of the Luxembourg Stock Exchange. This Supplement has not been approved by and will not be submitted for approval to the Commission de Surveillance du Secteur Financier of Luxembourg.

Application has been made to the Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") for the approval of the Citigroup Inc. Offering Circular (No.2) Supplement (No.2), the CGMHI Offering Circular (No.2) Supplement (No.3) and the CGMFL Offering Circular (No.2) Supplement (No.3) as Base Listing Particulars Supplements (respectively, the "Citigroup Inc. Offering Circular (No.2) Base Listing Particulars Supplement (No.2)", the "CGMHI Offering Circular (No.2) Base Listing Particulars Supplement (No.3)" and the "CGMFL Offering Circular (No.2) Base Listing Particulars Supplement (No.3)" respectively, and, together, the "Base Listing Particulars Supplement"). Save where expressly provided or the context otherwise requires, where Notes are to be admitted to trading on the Global Exchange Market references herein to "Supplement", "Citigroup Inc.

Offering Circular (No.2) Supplement (No.2)", "CGMHI Offering Circular (No.2) Supplement (No.3)" and "CGMFL Offering Circular (No.2) Supplement (No.3)" shall be construed to be to "Base Listing Particulars Supplement", "Citigroup Inc. Offering Circular (No.2) Base Listing Particulars Supplement (No.2)", "CGMHI Offering Circular (No.2) Base Listing Particulars Supplement (No.3)" and "CGMFL Offering Circular (No.2) Base Listing Particulars Supplement (No.3)", respectively.

This Supplement constitutes supplementary admission particulars in respect of the Offering Circular (No.2) (as defined below) for the purposes of the International Securities Market Rulebook. This Supplement has not been approved by and will not be submitted for approval to the Financial Conduct Authority of the United Kingdom.

This Supplement (as defined below) will be approved by SIX Exchange Regulation AG as review body under the Swiss Financial Services Act (FinSA) on or around 29 October 2026.

Citigroup Inc. Offering Circular (No.2) Supplement (No.2)

This offering circular supplement ("Citigroup Inc. Offering Circular (No.2) Supplement (No.2)") is supplemental to, and must be read in conjunction with, the Offering Circular (No.2) dated 24 July 2026 ("Citigroup Inc. Offering Circular (No.2) 2026"), as supplemented by Citigroup Inc. Offering Circular (No.2) Supplement (No.1) dated 24 August 2026 ("Citigroup Inc. Offering Circular (No.2) Supplement (No.1)"), prepared by Citigroup Inc. (the Citigroup Inc. Offering Circular (No.2) 2026 and the Citigroup Inc. Offering Circular (No.2) Supplement (No.1), together the "Citigroup Inc. Offering Circular (No.2)") with respect to the Citi Global Medium Term Note Programme (the "Programme").

CGMHI Offering Circular (No.2) Supplement (No.3)

This offering circular supplement ("CGMHI Offering Circular (No.2) Supplement (No.3)") is supplemental to, and must be read in conjunction with, the Offering Circular (No.2) dated 24 July 2026 ("CGMHI Offering Circular (No.2) 2026"), as supplemented by CGMHI Offering Circular (No.2) Supplement (No.1) dated 24 August 2026 ("CGMHI Offering Circular (No.2) Supplement (No.1)") and CGMHI Offering Circular (No.2) Supplement (No.2) dated 16 September 2026 ("CGMHI Offering Circular (No.2) Supplement (No.2)"), prepared by Citigroup Global Markets Holdings Inc. ("CGMHI") and Citigroup Inc. in its capacity as the CGMHI Guarantor ("CGMHI Guarantor") (the CGMHI Offering Circular (No.2) 2026, the CGMHI Offering Circular (No.2) Supplement (No.1) and the CGMHI Offering Circular (No.2) Supplement (No.2), together the "CGMHI Offering Circular (No.2)") with respect to the Programme.

CGMFL Offering Circular (No.2) Supplement (No.3)

This offering circular supplement ("CGMFL Offering Circular (No.2) Supplement (No.3)") is supplemental to, and must be read in conjunction with, the Offering Circular (No.2) dated 24 July 2026 ("CGMFL Offering Circular (No.2) 2026"), as supplemented by CGMFL Offering Circular (No.2) Supplement (No.1) dated 24 August 2026 ("CGMFL Offering Circular (No.2) Supplement (No.1)") and CGMFL Offering Circular (No.2) Supplement (No.2) dated 15 October 2026 ("CGMFL Offering Circular (No.2) Supplement (No.2)"), prepared by Citigroup Global Markets Funding Luxembourg

S.C.A. ("CGMFL") and Citigroup Global Markets Limited in its capacity as the CGMFL Guarantor ("CGMFL Guarantor") (the CGMFL Offering Circular (No.2) 2026, the CGMFL Offering Circular (No.2) Supplement (No.1) and the CGMFL Offering Circular (No.2) Supplement (No.2), together the "CGMFL Offering Circular (No.2)" and, together with the Citigroup Inc. Offering Circular (No.2) and the CGMHI Offering Circular (No.2), the "Offering Circular (No.2)") with respect to the Programme.

Reference in this document to the "Supplement" are to each of the Citigroup Inc. Offering Circular (No.2) Supplement (No.2), the CGMHI Offering Circular (No.2) Supplement (No.3) and the CGMFL Offering Circular (No.2) Supplement (No.3).

Responsibility Statements

Citigroup Inc.: Citigroup Inc. accepts responsibility for the information contained in this Supplement (excluding the paragraphs set out under the headings "Information relating to the CGMHI Offering Circular (No.2)" and "Information relating to the CGMFL Offering Circular (No.2)" below (together, "Citigroup Inc. Excluded Information")). To the best of the knowledge of Citigroup Inc., the information contained in this Supplement (excluding the Citigroup Inc. Excluded Information) is in accordance with the facts and does not omit anything likely to affect the import of such information.

CGMHI: CGMHI accepts responsibility for the information contained in this Supplement (excluding the paragraphs set out under the headings "Information relating to the Citigroup Inc. Offering Circular (No.2)" and "Information relating to the CGMFL Offering Circular (No.2)" below (together, "CGMHI Excluded Information")). To the best of the knowledge of CGMHI, the information contained in this Supplement (excluding the CGMHI Excluded Information) is in accordance with the facts and does not omit anything likely to affect the import of such information.

CGMHI Guarantor: The CGMHI Guarantor accepts responsibility for the information contained in this Supplement (excluding the paragraphs set out under the headings "Information relating to the Citigroup Inc. Offering Circular (No.2)" and "Information relating to the CGMFL Offering Circular (No.2)" below (together, "CGMHI Guarantor Excluded Information")). To the best of the knowledge of the CGMHI Guarantor, the information contained in this Supplement (excluding the CGMHI Guarantor Excluded Information) is in accordance with the facts and does not omit anything likely to affect the import of such information.

CGMFL: CGMFL accepts responsibility for the information contained in this Supplement (excluding the paragraphs set out under the headings "Information relating to the Citigroup Inc. Offering Circular (No.2)" and "Information relating to the CGMHI Offering Circular (No.2)" below (together, "CGMFL Excluded Information")). To the best of the knowledge of CGMFL, the information contained in this Supplement (excluding the CGMFL Excluded Information) is in accordance with the facts and does not omit anything likely to affect the import of such information.

CGMFL Guarantor: The CGMFL Guarantor accepts responsibility for the information contained in this Supplement (excluding the paragraphs set out under the headings "Information relating to the Citigroup Inc. Offering Circular (No.2)" and "Information relating to the CGMHI Offering Circular (No.2)" below (together, "CGMFL Guarantor Excluded Information")). To the best of the knowledge of the CGMFL Guarantor, the information contained in this Supplement (excluding the CGMFL Guarantor Excluded Information) is in accordance with the facts and does not omit anything likely to affect the import of such information.

Defined Terms

Terms defined in the Offering Circular (No.2) shall, unless the context otherwise requires, have the same meaning when used in this Supplement.

INFORMATION RELATING TO THE CITIGROUP INC. OFFERING CIRCULAR (No.2)

Publication of the 2026 Q3 Form 8-K of Citigroup Inc. on 13 October 2026

On 13 October 2026, Citigroup Inc. filed a Current Report on Form 8-K (the "Citigroup Inc. 2026 Q3 Form 8-K") with the Securities and Exchange Commission of the United States (the "SEC") in connection with the publication of its Quarterly Financial Data Supplement for the quarter ended 30 September 2026. A copy of the Citigroup Inc. 2026 Q3 Form 8-K has been filed with the Central Bank of Ireland, Euronext Dublin and the Commission de Surveillance du Secteur Financier (the "CSSF") and has been published on the website of the London Stock Exchange (https://docs.londonstockexchange.com/resources/citi-us-global-mtn/2026/10/19/Citigroup%20Inc.%202026%20Q3%20Form%208-K.pdf). Citigroup Inc. is an Issuer under the Programme. By virtue of this Supplement, the Citigroup Inc. 2026 Q3 Form 8-K is incorporated by reference into, and forms part of, the Citigroup Inc. Offering Circular (No.2).

The following information appears on the page(s) (page number references are to the PDF document) of the Citigroup Inc. 2026 Q3 Form 8-K as set out below:

Page(s)

(a)

Press Release, dated 13 October 2026, issued by Citigroup Inc.

Exhibit Number 99.1 on pages 4-14

(b)

Citigroup Inc. Quarterly Financial Data Supplement for the quarter ended 30 September 2026.

Exhibit Number 99.2 on pages 15-45

Any information not specified in the cross-reference list above but included in the Citigroup Inc. 2026 Q3 Form 8-K is not incorporated by reference and is either covered elsewhere in the Offering Circular (No.2) or is not relevant for investors.

General

Save as disclosed in this Supplement (including any document incorporated by reference herein), there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Citigroup Inc. Offering Circular (No.2) since the publication of the Citigroup Inc. Offering Circular (No.2) Supplement (No.1).

Copies of the Citigroup Inc. Offering Circular (No.2) 2026, the Citigroup Inc. Offering Circular (No.2) Supplement (No.1) and this Supplement will be obtainable free of charge in electronic form, for so long as the Programme remains in effect or any Notes remain outstanding, at the specified office of the Fiscal Agent and each of the other Paying Agents. Copies of the Citigroup Inc. Offering Circular (No.2) 2026, the Citigroup Inc. Offering Circular (No.2) Supplement (No.1) and this Supplement have also been filed with and are available for viewing on the website of the Luxembourg Stock Exchange (www.luxse.com).

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Citigroup Inc. Offering Circular (No.2) 2026 by this Supplement and (b) any statement in the Citigroup Inc. Offering Circular (No.2) or otherwise incorporated by reference into the Citigroup Inc. Offering Circular (No.2) 2026, the statements in (a) above will prevail.

INFORMATION RELATING TO THE CGMHI OFFERING CIRCULAR (No.2)

Publication of the 2026 Q3 Form 8-K of Citigroup Inc. on 13 October 2026

On 13 October 2026, Citigroup Inc. filed a Current Report on Form 8-K (the "Citigroup Inc. 2026 Q3 Form 8-K") with the Securities and Exchange Commission of the United States (the "SEC") in connection with the publication of its Quarterly Financial Data Supplement for the quarter ended 30 September 2026. A copy of the Citigroup Inc. 2026 Q3 Form 8-K has been filed with the Central Bank of Ireland, Euronext Dublin and the Commission de Surveillance du Secteur Financier (the "CSSF") and has been published on the website of the London Stock Exchange (https://docs.londonstockexchange.com/resources/citi-us-global-mtn/2026/10/19/Citigroup%20Inc.%202026%20Q3%20Form%208-K.pdf). Citigroup Inc.is CGMHI Guarantor under the Programme. By virtue of this Supplement, the Citigroup Inc. 2026 Q3 Form 8-K is incorporated by reference into, and forms part of, the CGMHI Offering Circular (No.2).

The following information appears on the page(s) (page number references are to the PDF document) of the Citigroup Inc. 2026 Q3 Form 8-K as set out below:

Page(s)

(a)

Press Release, dated 13 October 2026, issued by Citigroup Inc.

Exhibit Number 99.1 on pages 4-14

(b)

Citigroup Inc. Quarterly Financial Data Supplement for the quarter ended 30 September 2026.

Exhibit Number 99.2 on pages 15-45

Any information not specified in the cross-reference list above but included in the Citigroup Inc. 2026 Q3 Form 8-K is not incorporated by reference and is either covered elsewhere in the Offering Circular (No.2) or is not relevant for investors.

General

Save as disclosed in this Supplement (including any document incorporated by reference herein), there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the CGMHI Offering Circular (No.2) since the publication of the CGMHI Offering Circular (No.2) Supplement (No.2).

Copies of the CGMHI Offering Circular (No.2) 2026, the CGMHI Offering Circular (No.2) Supplement (No.1), the CGMHI Offering Circular (No.2) Supplement (No.2) and this Supplement will be obtainable free of charge in electronic form, for so long as the Programme remains in effect or any Notes remain outstanding, at the specified office of the Fiscal Agent and each of the other Paying Agents. Copies of the CGMHI Offering Circular (No.2) 2026, the CGMHI Offering Circular (No.2) Supplement (No.1), the CGMHI Offering Circular (No.2) Supplement (No.2) and this Supplement have also been filed with and are available for viewing on the website of the Luxembourg Stock Exchange (www.luxse.com).

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the CGMHI Offering Circular (No.2) 2026 by this Supplement and (b) any statement in the CGMHI Offering Circular (No.2) or otherwise incorporated by reference into the CGMHI Offering Circular (No.2) 2026, the statements in (a) above will prevail.

INFORMATION RELATING TO THE CGMFL OFFERING CIRCULAR (No.2)

Publication of the 2026 Q3 Form 8-K of Citigroup Inc. on 13 October 2026

On 13 October 2026, Citigroup Inc. filed a Current Report on Form 8-K (the "Citigroup Inc. 2026 Q3 Form 8-K") with the Securities and Exchange Commission of the United States (the "SEC") in connection with the publication of its Quarterly Financial Data Supplement for the quarter ended 30 September 2026. A copy of the Citigroup Inc. 2026 Q3 Form 8-K has been filed with the Central Bank of Ireland, Euronext Dublin and the Commission de Surveillance du Secteur Financier (the "CSSF") and has been published on the website of the London Stock Exchange (https://docs.londonstockexchange.com/resources/citi-us-global-mtn/2026/10/19/Citigroup%20Inc.%202026%20Q3%20Form%208-K.pdf). Citigroup Inc. is indirect parent company of CGMFL. By virtue of this Supplement, the Citigroup Inc. 2026 Q3 Form 8-K is incorporated by reference into, and forms part of, the CGMFL Offering Circular (No.2).

The following information appears on the page(s) (page number references are to the PDF document) of the Citigroup Inc. 2026 Q3 Form 8-K as set out below:

Page(s)

(a)

Press Release, dated 13 October 2026, issued by Citigroup Inc.

Exhibit Number 99.1 on pages 4-14

(b)

Citigroup Inc. Quarterly Financial Data Supplement for the quarter ended 30 September 2026.

Exhibit Number 99.2 on pages 15-

45

Any information not specified in the cross-reference list above but included in the Citigroup Inc. 2026 Q3 Form 8-K is not incorporated by reference and is either covered elsewhere in the Offering Circular (No.2) or is not relevant for investors.

General

Save as disclosed in this Supplement (including any document incorporated by reference herein), there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the CGMFL Offering Circular (No.2) since the publication of the CGMFL Offering Circular (No.2) Supplement (No.2).

Copies of the CGMFL Offering Circular (No.2) 2026, the CGMFL Offering Circular (No.2) Supplement (No.1), the CGMFL Offering Circular (No.2) Supplement (No.2) and this Supplement will be obtainable free of charge in electronic form, for so long as the Programme remains in effect or any Notes remain outstanding, at the specified office of the Fiscal Agent and each of the other Paying Agents. Copies of the CGMFL Offering Circular (No.2) 2026, the CGMFL Offering Circular (No.2) Supplement (No.1), the CGMFL Offering Circular (No.2) Supplement (No.2) and this Supplement have also been filed with and are available for viewing on the website of the Luxembourg Stock Exchange (www.luxse.com).

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the CGMFL Offering Circular (No.2) 2026 by this Supplement and (b) any statement in the CGMFL Offering Circular (No.2) or otherwise incorporated by reference into the CGMFL Offering Circular (No.2) 2026, the statements in (a) above will prevail.

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