Citigroup Global Markets Inc. announced on May 6, 2026, that it has amended its tender offers to purchase three series of outstanding Citigroup notes by increasing the aggregate "Waterfall Cap" from $1.25 billion to $1.285 billion. The offers were initially launched on April 22, 2026, and apply to a total outstanding principal amount of approximately $4.75 billion across three specific series: 4.281% Fixed Rate/Floating Rate Callable Senior Notes due 2048, 2.904% Fixed Rate/Floating Rate Notes due 2042, and a third series implied by the proration calculation context (though only two are explicitly named with interest rates in the snippet provided, the text mentions three series collectively). The increased cap reflects that tendered notes from these three series exceeded the previous limit, requiring adjustments to accommodate valid tenders up to the new maximum. Under the "waterfall" methodology, Citigroup accepts notes based on priority levels; Priority Level 1 is accepted first, followed by Level 2, and then Level 3. Because the aggregate principal amount of validly tendered notes at Priority Level 3 would cause the cap to be exceeded, those specific notes are being accepted on a pro rata basis up to the new $1.285 billion limit. This results in a proration factor of approximately 19.7%, meaning only about $146.85 million aggregate principal amount of Priority Level 3 notes will be purchased, while the rest will be rejected and returned to the holders. The financial terms for accepted notes include an early tender premium of $50 per $1,000 principal amount of notes validly tendered and not withdrawn. Holders who met the criteria as of May 5, 2026 (the Early Tender Date) are eligible for payment including accrued interest, with an expected settlement date of May 11, 2026. The official withdrawal deadline passed on May 5, 2026, meaning holders cannot withdraw their notes and will have them accepted if they were tendered before the cap was reached or if they are within the pro-rated portion of the excess priority tier. However, because the amended cap was reached after the early tender date, any new tenders submitted after May 5, 2026, will not be accepted for purchase until further notice or a potential new offer structure. Global Bondholder Services Corporation is serving as the depositary and information agent for this transaction.