Citigroup Global Markets Holdings Inc. filed a free writing prospectus on October 27, 2026, summarizing the terms of Contingent Income Auto-Callable Securities with Memory Coupon Due November 2029, linked to the worst performing of Dollar General Corporation and Target Corporation common stock.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. serves as guarantor, with all payments subject to issuer credit risk.
  • Stated principal amount: $1,000 per security, with a pricing date of October 30, 2026 and an issue date of November 4, 2026.
  • Contingent coupon rate: 3.50% per quarter (14.00% per annum) of stated principal, paid only if the worst performing underlying shares close at or above their downside threshold price on the relevant valuation date.
  • Downside threshold price: 60.00% of the initial share price for each underlying, determining both coupon eligibility and principal protection at maturity.
  • Memory coupon feature: Previously unpaid coupons accumulate and are paid on the next valuation date when the worst performer closes at or above its downside threshold, without interest on unpaid amounts.
  • Estimated value: At least $900.00 per security on the pricing date, less than the public offering price, based on CGMI proprietary pricing models and internal funding rate.
  • CUSIP / ISIN: 17334DP71 / US17334DP717, maturing November 2, 2029 unless earlier automatically redeemed.

Structure and Payment Terms of the Worst-of Auto-Callable Securities

According to the filing, the securities are linked to the closing prices of Dollar General Corporation (ticker symbol "DG UN") and Target Corporation (ticker symbol "TGT UN"), with performance measured on the worst performing of the two. On each of the 12 quarterly valuation dates scheduled between February 1, 2027 and October 30, 2029, the securities pay a contingent coupon of 3.50% of the $1,000 stated principal amount - equivalent to 14.00% per annum - provided the closing price of the worst performing underlying shares is greater than or equal to its downside threshold price, set at 60.00% of its initial share price.

The filing describes an automatic early redemption feature: if, on any potential redemption date, the closing price of the worst performing underlying shares is greater than or equal to its initial share price, each security is automatically redeemed at $1,000 plus the related contingent coupon payment, including any previously unpaid quarterly coupons under the memory coupon feature. No further payments follow an early redemption. The memory coupon feature, as described in the filing, accumulates missed coupon payments and delivers them on the next qualifying valuation date, but without interest on the unpaid amounts; if the downside threshold is never again met, those coupons are forfeited for the remaining term.

At maturity, if the securities have not been redeemed and the final share price of the worst performing underlying shares is below the downside threshold price, the filing states that investors "will receive less, and possibly significantly less, than 60.00% of the stated principal amount." The hypothetical payout table in the filing illustrates that a -100.00% share return on the worst performer would result in a $0.00 payment at maturity. Registration statement file numbers cited are 333-293732 and 333-293732-02.

What Was Disclosed

The free writing prospectus summarizes the key terms of principal-at-risk structured securities issued by Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., with quarterly contingent coupons, a memory coupon feature, auto-call provisions, and a maturity of November 2, 2029, linked to Dollar General and Target common stock.