Citigroup Global Markets Holdings Inc. filed a free writing prospectus on October 28, 2026, disclosing the summary terms of Contingent Income Callable Securities due November 2, 2028, linked to the worst performing of three major equity indices.

Key Highlights

  • Issuer and guarantor: The securities are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.
  • 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: 2.30% per quarter (9.20% per annum) of the stated principal amount, payable only if no coupon barrier event occurs during the related observation period.
  • Coupon and downside threshold level: 65.00% of the initial index level for each underlying index, meaning losses below that threshold are passed through at maturity.
  • Underlying indices: The Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX), with payouts based on the worst performer.
  • Estimated value: At least $924.50 per security on the pricing date, according to the filing, which the filing notes "will be less than the public offering price."
  • CUSIP / ISIN: 17334DN65 / US17334DN654.

Terms and Risk Structure of Citigroup's Callable Worst-of Index Securities

According to the filing, the securities offer a quarterly contingent coupon of 2.30% of the $1,000 stated principal amount, equating to 9.20% per annum, but only if a coupon barrier event has not occurred during the relevant observation period. A coupon barrier event is triggered if the closing level of any one of the three underlying indices falls below 65.00% of its initial index level on any trading day within that observation period. If such an event occurs, no contingent coupon is paid for that quarter.

At maturity on November 2, 2028, unless the securities are earlier redeemed, holders receive $1,000 per security if the final index level of the worst performing underlying index is greater than or equal to its downside threshold level of 65.00% of its initial index level. If the worst performer finishes below that threshold, the filing states holders "will receive less, and possibly significantly less, than 65.00% of the stated principal amount." For example, the filing's hypothetical payout table shows a -40% index return producing a $600.00 payment and a -100% return producing $0.00. All payments are described in the filing as "subject to our credit risk."

The filing discloses that Citigroup Global Markets Holdings Inc. may call the securities in whole, but not in part, on any potential redemption date with at least three business days' notice. Seven quarterly potential redemption dates are scheduled between February 4, 2027, and August 3, 2028. The early redemption payment is the $1,000 stated principal amount plus any related contingent coupon. The filing also notes the securities "will not be listed on any securities exchange," and that the estimated value of at least $924.50 per security is based on CGMI's proprietary pricing models and the issuer's internal funding rate, and is not an indication of any price at which the securities might be sold after issuance.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus summarizing the terms of callable, principal-at-risk securities linked to the worst of three equity indices, with a maturity date of November 2, 2028, CUSIP 17334DN65, and an estimated pricing-date value of at least $924.50 per security.