Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus on October 29, 2026, disclosing the summary terms of Contingent Income Auto-Callable Securities with Memory Coupon due November 2027, linked to the common stock of Tesla, Inc.

Key Highlights

  • Underlying asset: The securities are based on the performance of Tesla, Inc. common stock (ticker symbol "TSLA UW"), according to the filing.
  • Contingent coupon rate: The securities offer a quarterly contingent coupon of 3.225% of stated principal, equal to 12.90% per annum, paid only if the closing price of Tesla shares on the relevant valuation date is at or above the downside threshold price.
  • Downside threshold: The downside threshold price is set at 60.00% of the initial share price; if the final share price falls below this level at maturity, investors receive $1,000 plus ($1,000 multiplied by the share return), which the filing states could be "significantly less" than 60.00% of stated principal.
  • Stated principal amount: $1,000 per security, with a pricing date of November 6, 2026, and an issue date of November 12, 2026.
  • Estimated value: The filing discloses that the estimated value of the securities on the pricing date is expected to be at least $928.00 per security, which will be less than the public offering price.
  • Maturity date: Unless earlier automatically redeemed, the securities mature on November 12, 2027.
  • CUSIP / ISIN: 17334D2U5 / US17334D2U50, as stated in the filing.

Structure and Payment Terms of Citigroup's Auto-Callable Tesla-Linked Securities

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer and Citigroup Inc. serves as guarantor for these structured securities. The securities carry a quarterly valuation schedule, with valuation dates on February 8, 2027, May 6, 2027, August 6, 2027, and a final valuation date of November 8, 2027. On each quarterly contingent coupon payment date, the securities pay 3.225% of the $1,000 stated principal amount if, and only if, the closing price of Tesla shares on the related valuation date is greater than or equal to the downside threshold price of 60.00% of the initial share price.

The filing describes a memory coupon feature: if Tesla shares close below the downside threshold on one or more valuation dates but then recover to at or above the threshold on a subsequent valuation date, the contingent coupon payment for that subsequent date will include all previously unpaid quarterly contingent coupon payments, without interest on amounts previously unpaid. However, the filing notes that if the closing price remains below the downside threshold on a given valuation date and on each subsequent valuation date thereafter, those unpaid contingent coupons are forfeited entirely.

Automatic early redemption occurs if, on any potential redemption date, Tesla shares close at or above the initial share price. In that event, the filing states, each security is redeemed at $1,000 plus the related contingent coupon payment (including any previously unpaid amounts under the memory coupon feature), and no further payments are made. The filing also discloses that the securities will not be listed on any securities exchange, and the estimated value of $928.00 per security is based on Citigroup Global Markets Inc.'s proprietary pricing models and is not an indication of any price at which the securities may be bought or sold after issuance. All payments are described as subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

What Was Disclosed

This Free Writing Prospectus, dated October 29, 2026, summarizes the terms of auto-callable structured securities issued by Citigroup Global Markets Holdings Inc., linked to Tesla, Inc. stock, with a maturity of November 12, 2027, a 12.90% per annum contingent coupon rate, and a 60.00% downside threshold price.