Citigroup Global Markets Holdings Inc. filed a free writing prospectus on October 29, 2026, summarizing the terms of Contingent Income Auto-Callable Securities with Memory Coupon due November 9, 2029, linked to the common stock of Space Exploration Technologies Corp. (ticker symbol: "SPCX UW").

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. serves as guarantor.
  • Underlying shares: The securities are based on the performance of the common stock of Space Exploration Technologies Corp. (ticker symbol: "SPCX UW").
  • Stated principal amount: $1,000 per security, with a pricing date of November 6, 2026, and an issue date of November 12, 2026.
  • Contingent coupon rate: 3.425% per quarter (13.70% per annum), payable only if the closing price of the underlying 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 receive $1,000 plus the product of $1,000 and the share return, which could be 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 $922.50 per security, which is less than the public offering price.
  • Listing status: 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 Space Exploration Technologies-Linked Securities

According to the filing, Citigroup Global Markets Holdings Inc. is offering Contingent Income Auto-Callable Securities with a Memory Coupon, linked to the common stock of Space Exploration Technologies Corp. The securities carry a stated principal amount of $1,000 each and are scheduled to mature on November 9, 2029, unless automatically redeemed earlier. The pricing date is November 6, 2026, and the issue date is November 12, 2026. The CUSIP is 17334D2B7 and the ISIN is US17334D2B79.

The filing discloses that a contingent coupon of 3.425% of the stated principal amount (13.70% per annum) is payable on each quarterly contingent coupon payment date, but only if the closing price of the underlying shares on the related valuation date is greater than or equal to the downside threshold price, set at 50.00% of the initial share price. A memory coupon feature is included: if coupons were missed because the closing price fell below the downside threshold on prior valuation dates, those previously unpaid quarterly coupons are recoverable on a subsequent valuation date on which the closing price meets or exceeds the threshold, though no interest accrues on the unpaid amounts.

Automatic early redemption occurs if, on any potential redemption date, the closing price of the underlying shares equals or exceeds the initial share price; in that case, each security is redeemed for $1,000 plus the related contingent coupon payment, including any previously unpaid amounts. If not redeemed early, and the final share price is below the downside threshold price at maturity, the filing states investors "will receive less, and possibly significantly less, than 50.00% of the stated principal amount." The estimated value of the securities on the pricing date is expected to be at least $922.50 per security, based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, which the filing notes "will be less than the issue price." All payments are described as subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus summarizing terms for auto-callable, principal-at-risk securities linked to Space Exploration Technologies Corp. stock, with a quarterly contingent coupon of 3.425%, a 50.00% downside threshold, and a scheduled maturity of November 9, 2029.