Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 5, 2026, summarizing the terms of Contingent Income Auto-Callable Securities with Memory Coupon due November 16, 2029, linked to the common stock of Advanced Micro Devices, Inc.

Key Highlights

  • Issuer and guarantor: The securities are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.
  • Underlying shares: The securities are based on the performance of Advanced Micro Devices, Inc. (ticker symbol: "AMD UW").
  • 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: 3.60% per quarter (14.40% per annum) of the stated principal amount, payable only if the closing price of AMD shares on the related valuation date is greater than or equal to the downside threshold price.
  • Downside threshold price: 50.00% of the initial share price; if the final share price falls below this level, investors may receive less, and possibly significantly less, than 50.00% of the stated principal amount.
  • Estimated value: The estimated value of the securities on the pricing date is expected to be at least $915.50 per security, which will be less than the public offering price.
  • Listing: According to the filing, "The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity."

Terms and Structure of the AMD-Linked Auto-Callable Securities

According to the filing, the securities are structured as principal-at-risk instruments linked solely to the closing price of Advanced Micro Devices, Inc. shares on specified quarterly valuation dates. The contingent coupon of 3.60% per quarter is paid only when the closing price of AMD shares on the relevant valuation date equals or exceeds the downside threshold price, set at 50.00% of the initial share price. The memory coupon feature provides that any previously unpaid quarterly coupons may be recovered on a later valuation date at which the closing price meets or exceeds the downside threshold, though no interest accrues on amounts previously unpaid.

The filing discloses an automatic early redemption feature: if, on any potential redemption date, the closing price of AMD shares equals or exceeds the initial share price, each security will be redeemed for $1,000 plus the related contingent coupon payment, and no further payments will be made. The securities carry twelve quarterly valuation dates between February 16, 2027 and November 13, 2029, with the final maturity date set for November 16, 2029, unless redeemed earlier.

The filing states that all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value, based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, is expected to be at least $915.50 per security on the pricing date - below the $1,000 issue price. The CUSIP is 17334D7F3 and the ISIN is US17334D7F39. The filing was made pursuant to Rule 433 under registration statement Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus summarizing the key terms of auto-callable, principal-at-risk securities linked to AMD shares, including coupon conditions, a memory coupon feature, early redemption mechanics, downside risk, and an estimated value of at least $915.50 per security.