Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus on November 5, 2026, summarizing the terms of Contingent Income Auto-Callable Securities due November 16, 2028, based on the worst performing of the Nasdaq-100 Index, the Russell 2000 Index, and the S&P 500 Index.

Key Highlights

  • Stated principal amount: $1,000 per security, with a pricing date of November 13, 2026 and an issue date of November 18, 2026.
  • Contingent coupon: 2.60% per quarter (10.40% per annum) paid only if the worst performing underlying index closes at or above 75.00% of its initial index level on the relevant valuation date.
  • Downside threshold: 75.00% of the initial index level for each underlying index; if breached at final valuation, investors receive $1,000 plus the negative index return of the worst performer, potentially losing all principal.
  • Automatic early redemption: Triggered on any quarterly potential redemption date if the worst performing index closes at or above its initial index level, returning $1,000 plus the contingent coupon for that period.
  • Estimated value: At least $925.00 per security on the pricing date, below the $1,000 public offering price, according to the filing.
  • CUSIP / ISIN: 17334D7K2 / US17334D7K24, guaranteed by Citigroup Inc.
  • Listing: According to the filing, "the securities will not be listed on any securities exchange."

Terms and Risk Structure of the Auto-Callable Securities

According to the filing, the securities are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. (NYSE:C). The instruments are structured as principal-at-risk securities linked to the worst performing of three underlying indexes: the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX). The preliminary pricing supplement is dated November 5, 2026, and the filing was made pursuant to Rule 433 under registration statement file numbers 333-293732 and 333-293732-02.

The filing discloses that a contingent coupon of 2.60% of stated principal ($1,000) will be paid each quarter, equating to 10.40% per annum, but only if the closing level of the worst performing underlying index on the relevant quarterly valuation date is greater than or equal to its downside threshold level, defined as 75.00% of the initial index level. If that threshold is not met, no coupon is paid for that quarter. Eight quarterly valuation dates are scheduled from February 16, 2027 through November 13, 2028. All payments are described in the filing as "subject to our credit risk."

The filing's hypothetical payout table illustrates the principal-at-risk nature of the securities. If the worst performing index falls 26.00% from its initial level at final valuation, the payment at maturity (excluding any coupon) would be $740.00; a 50.00% decline would yield $500.00; and a 100.00% decline would result in $0.00. The filing states that the estimated value of the securities on the pricing date, based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, is expected to be at least $925.00 per security, which the filing explicitly notes "will be less than the public offering price."

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus summarizing contingent income auto-callable securities due November 16, 2028, linked to three major equity indexes, with a 75.00% downside threshold, a 10.40% per annum contingent coupon rate, and an estimated pricing-date value of at least $925.00 per $1,000 security.