Citi launches capped tender offer for notes

Citigroup Global Markets Inc. (CGMI), an indirect wholly owned subsidiary of Citigroup Inc. (C), has begun cash tender offers for three series of outstanding Citigroup (C) notes. The offers were announced on April 22, 2026 and are detailed in an Offer to Purchase dated the same day.

The three series of notes together had an aggregate principal amount outstanding of approximately $4.75 billion. Each series is the subject of a separate offer, and all three offers are being conducted concurrently under a common set of terms and conditions described in the Offer to Purchase.

CGMI states that the offers form part of its liability management, and that acceptance of any tendered notes will depend on the satisfaction or waiver of several conditions set out in the Offer to Purchase.

CGMI will apply a "waterfall" methodology to determine which notes to accept. Notes will be accepted in the order of their specified Acceptance Priority Levels, starting with level 1 and proceeding sequentially to lower levels, subject to an overall cap on consideration paid.

The cap, referred to as the Waterfall Cap, is set at $1.25 billion on the aggregate consideration CGMI will be obligated to pay. Subject to applicable law, CGMI may increase the Waterfall Cap at any time before the Settlement Date.

If notes tendered by the Early Tender Date cause the aggregate Total Consideration to exceed the Waterfall Cap, CGMI will accept all notes at higher priority levels and may accept notes at the next lower level on a prorated basis. Notes of lower priority levels and notes tendered after the Early Tender Date may not be accepted in that scenario.

The offers are scheduled to expire at 5:00 p.m., New York City time, on May 20, 2026, unless extended or earlier terminated. This time is defined as the Expiration Date for all three offers.

Holders who validly tender their notes by 5:00 p.m., New York City time, on May 5, 2026, the Early Tender Date, and whose notes are accepted will receive the Total Consideration per $1,000 principal amount. This includes an Early Tender Premium of $50 per $1,000.

The Total Consideration will be set using standard market practice by equating a yield to the applicable Calculation Date with a fixed spread over the yield of a specified Reference U.S. Treasury Security. The relevant Treasury yield will be based on its bid-side price at 10:00 a.m., New York City time, on May 6, 2026, the Price Determination Date, subject to exceptions outlined in the Offer to Purchase.

Holders who tender after the Early Tender Date but on or before the Expiration Date, and whose notes are accepted, will receive only the Tender Offer Consideration. This amount equals the applicable Total Consideration minus the Early Tender Premium.

Notes tendered may be withdrawn at any time until 5:00 p.m., New York City time, on May 5, 2026, the Withdrawal Date, unless that deadline is extended. After that time, tenders generally may not be withdrawn.

CGMI may, but is not obligated to, accept and settle notes tendered by the Early Tender Date on an Early Settlement Date, currently expected to be May 11, 2026, subject to satisfaction or waiver of offer conditions. Any remaining accepted notes would be purchased promptly after the Expiration Date on the Settlement Date.

Payment for purchased notes will include accrued and unpaid interest from the last interest payment date up to, but not including, the relevant settlement date. Global Bondholder Services Corporation is acting as depositary and information agent for the offers.

CGMI, Citigroup, their boards, the depositary and the information agent are not making any recommendation on whether holders should tender their notes. The press release specifies that it does not itself constitute an offer to purchase and that the offers are made only under the terms of the Offer to Purchase, subject to legal and regulatory restrictions in certain jurisdictions.