Citi Announces Early Tender Results of Offers to Purchase Three Series of Outstanding Citigroup Inc. Notes

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waterfall methodology financial

A waterfall methodology is a step-by-step project approach where work moves through a fixed sequence of stages — such as planning, design, execution and testing — with each phase completed before the next begins. For investors, it signals predictability and clear checkpoints for delivery and cost, but also less flexibility to change course midstream; think of it like an assembly line that runs smoothly if the plan is right but can be costly and slow to adjust if problems arise.

tender offer regulatory

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

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early tender premium financial

An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

forward-looking statements regulatory

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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NEW YORK--(BUSINESS WIRE)-- Citigroup Global Markets Inc. (“CGMI”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), today announced the early tender results of its previously announced offers, which commenced on April 22, 2026, to purchase for cash the three series of Citigroup notes set forth in the table below (collectively, the “Notes” and each a “series” of Notes), using a “waterfall” methodology under which CGMI will accept Notes in the order of their respective Acceptance Priority Levels specified in the table below, subject to a $1,250,000,000 cap on the aggregate Total Consideration (as defined below) and Tender Offer Consideration (as defined in the offer to purchase, dated April 22, 2026 (the “Offer to Purchase,” as may be amended or supplemented from time to time) that CGMI will be obligated to pay (the “Waterfall Cap”). Each offer to purchase a series of Notes is referred to as an “Offer” and all such offers are referred to collectively as the “Offers.” The Notes had an aggregate principal amount outstanding of approximately $4,750,000,000 as of April 21, 2026.

Acceptance Priority Level		Title of Security		CUSIP / ISIN		Exchange Listing		Aggregate Principal Amount Outstanding		Aggregate Principal Amount Tendered at Early Tender Date
1		4.650% Notes due 2048		172967MD0 / US172967MD09		None		$2,500,000,000		$984,149,000
2		4.281% Fixed Rate/Floating Rate Callable Senior Notes due 2048		172967LJ8 / US172967LJ87		Luxembourg Stock Exchange		$1,000,000,000		$367,131,000
3		2.904% Fixed Rate/Floating Rate Notes due 2042		172967NF4 / US172967NF48		None		$1,250,000,000		$745,208,000

The Offers are being made pursuant to the Offer to Purchase which sets forth in more detail the terms and conditions of the Offers. Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Offer to Purchase.

CGMI has been advised by Global Bondholder Services Corporation, the depositary and information agent for the Notes, that the principal amount for each series of Notes, as set forth in the table below, has been validly tendered on or prior to 5:00 p.m., New York City time, on May 5, 2026 (the “Early Tender Date”) and not validly withdrawn prior to 5:00 p.m., New York City time, on May 5, 2026 (the “Withdrawal Date”).

All Notes validly tendered and not validly withdrawn on or before the Early Tender Date having a higher Acceptance Priority Level (as shown in the table above, with 1 being the highest) will be accepted for purchase before any tendered Notes having a lower Acceptance Priority Level (with 3 being the lowest). Notes of a series will be subject to proration, as described in the Offer to Purchase, if the aggregate principal amount of the Notes of such a series validly tendered would cause the Waterfall Cap to be exceeded. All Notes not accepted for purchase as a result of proration will be rejected from the Offers and returned to the tendering holder. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn on or before the Early Tender Date exceeded the Waterfall Cap, holders who validly tender Notes following the Early Tender Date but on or before the expiration of the Offers at 5:00 p.m., New York City time, on May 20, 2026 (the “Expiration Date”), will not have any of their Notes accepted for purchase.

CGMI’s obligation to accept for purchase and to pay for the Notes validly withdrawn pursuant to the Offers is subject to the satisfaction or waiver, in CGMI’s discretion, of certain conditions, which are more fully described in the Offer to Purchase.

The consideration paid in the Offers for each series of Notes validly tendered and not validly withdrawn and accepted for purchase will be determined in the manner described in the Offer to Purchase (the “Total Consideration”). Subject to the terms and conditions set forth in the Offer to Purchase, holders of Notes that were validly tendered on or prior to the Early Tender Date and accepted for purchase shall be entitled to receive the applicable Total Consideration, which includes an early tender premium of $50 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”).

The Total Consideration will be determined at 10:00 a.m., New York City time, on May 6, 2026 (subject to certain exceptions set forth in the Offer to Purchase, such time and date, as the same may be extended with respect to such Offers, the “Reference Yield Determination Date”). CGMI expects to issue a press release after the Total Consideration has been determined to announce the Total Consideration payable, amounts accepted (subject to the Waterfall Cap), and proration factors (as applicable) in connection with the Offers.

Payment for Notes purchased will include accrued and unpaid interest from, and including, the last interest payment date applicable to the relevant series of Notes up to, but not including, the settlement date. The settlement date for Notes accepted for purchase in connection with the Early Tender Date is expected to be May 11, 2026 (the “Early Settlement Date”). The Withdrawal Date for the Offers has now passed. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by CGMI).

Global Bondholder Services Corporation has been retained to serve as the depositary and information agent with respect to the Notes.

For additional information regarding the terms of the Offers, please contact CGMI at either (800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests for copies of the Offer to Purchase and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (855) 654-2014 (toll free) or (212) 430-3774 (collect).

None of CGMI, CGMI’s board of directors, Citigroup, Citigroup’s board of directors, the depositary or the information agent makes any recommendation as to whether any holder of the Notes should tender or refrain from tendering all or any portion of the principal amount of the Notes.

This press release is neither an offer to purchase nor a solicitation to buy any of the Notes, and is not a solicitation for acceptance of any of the Offers. CGMI is making the Offers only by, and pursuant to the terms of, the Offer to Purchase. The Offers are not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase.

United Kingdom. The communication of the Offer to Purchase and any such related documents and/or materials related to the Offers are directed only at (i) persons who are outside the United Kingdom (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) are high net worth entities, and other persons to whom such documents and materials may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which the Offer to Purchase relates will only be available to, and engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Offer to Purchase or any of its contents.

Citi is a preeminent banking partner for institutions with cross-border needs, a global leader in wealth management and a valued personal bank in its home market of the United States. Citi does business in more than 180 countries and jurisdictions, providing corporations, governments, investors, institutions and individuals with a broad range of financial products and services.

Additional information may be found at www.citigroup.com | X: @Citi | LinkedIn: www.linkedin.com/company/citi | YouTube: www.youtube.com/citi | Facebook: www.facebook.com/citi

Certain statements in this release, including without limitation the anticipated consummation and successful completion of the Offers (including the satisfaction of the conditions described in the Offer to Purchase), the possible amendment, extension or abandonment of one or more of the Offers, and Citigroup’s successful execution of its liability management strategy, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainties and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation (i) the level of participation in the Offers and (ii) the precautionary statements included in this release and those contained in Citigroup’s filings with the U.S. Securities and Exchange Commission, including without limitation the factors and uncertainties summarized under “Forward‑Looking Statements” in Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 10-K”) and the factors listed and described under “Risk Factors” in Citigroup’s 2025 10-K. Any forward-looking statements made by or on behalf of Citigroup speak only as to the date they are made, and Citigroup does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260506336933/en/

Media Contact:
Danielle Romero-Apsilos
danielle.romeroapsilos@citi.com

Fixed Income Investor Contact:
Peter Demoise
investorrelations@citi.com

Source: Citigroup Global Markets Inc.