Citigroup : Inside Information / Ad Hoc Information - Tender Offer - EN
C
Published on 05/06/2026 at 09:42 am EDT
For Immediate Release Citigroup Inc. (NYSE: C) May 6, 2026
NEW YORK - 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 def ined in the offer to purchase, dated April 22, 2026 (the "Offer to Purchase," as may be amended or supplemented f rom time to time) that CGMI will be obligated to pay (the "Waterfall Cap"). Each offer to purchase a series of Notes is ref erred to as an "Offer" and all such off ers are ref erred 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 Off ers are being made pursuant to the Off er 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 Off er 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validly tendered on or prior to 5:00 p.m., New York City time, on May 5, 2026 (the "Early Tender Date") and not validly withdrawn prior to 5:00 p.m., New York City time, on May 5, 2026 (the "Withdrawal Date").
All Notes validly tendered and not validly withdrawn on or before the Early Tender Date having a higher Acceptance Priority Level (as shown in the table above, with 1 being the highest) will be accepted f or 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 f rom 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 Waterf all 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 Off ers for each series of Notes validly tendered and not validly withdrawn and accepted for purchase will be determined in the manner described in the Off er to Purchase (the "Total Consideration"). Subject to the terms and conditions set forth in the Off er 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 af ter the Total Consideration has been determined to announce the Total Consideration payable, amounts accepted (subject to the Waterf all Cap), and proration f actors (as applicable) in connection with the Off ers.
Payment for Notes purchased will include accrued and unpaid interest f rom, 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 Off ers 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 f ree) or (212) 723-6106 (collect). Requests for copies of the Off er to Purchase and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (855) 654-2014 (toll f ree) or (212) 430-3774 (collect).
None of CGMI, CGMI's board of directors, Citigroup, Citigroup's board of directors, the depositary or the inf ormation agent makes any recommendation as to whether any holder of the Notes should tender or ref rain f rom tendering all or any portion of the principal amount of the Notes.
This press release is neither an off er 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 Off ers 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 Off er to Purchase.
United Kingdom. The communication of the Off er 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 lawf ully be communicated, f alling 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 Off er 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 Off er to Purchase or any of its contents.
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Certain statements in this release, including without limitation the anticipated consummation and successf ul completion of the Offers (including the satisf action of the conditions described in the Off er to Purchase), the possible amendment, extension or abandonment of one or more of the Off ers, and Citigroup's successful execution of its liability management strategy, are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Ref orm 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 diff er materially from those included in these statements due to a variety of factors, including without limitation (i) the level of participation in the Off ers 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 f actors 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 ref lect the impact of circumstances or events that arise af ter the date the forward-looking statements were made.
Media Contact:
Danielle Romero Apsilos
Fixed Income Investor Contact:
Peter Demoise
Disclaimer
Citigroup Inc. published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 06, 2026 at 13:41 UTC.