Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus on October 27, 2026, offering Contingent Income Callable Securities due November 2, 2028, linked to the worst performing of three equity indices, with a stated principal amount of $1,000 per security and CUSIP 17334DF64.

Key Highlights

  • Quarterly contingent coupon: 2.975% per quarter (11.90% per annum) of the $1,000 stated principal amount, paid only if no coupon barrier event occurs during the related observation period.
  • Coupon and downside barrier: Set at 75.00% of each underlying index's initial index level, applying to both coupon eligibility and principal protection at maturity.
  • Principal at risk: If the worst performing index falls below its downside threshold level at final valuation, investors receive less, and possibly significantly less, than 75.00% of their stated principal amount.
  • Issuer call right: Citigroup Global Markets Holdings Inc. may redeem the securities in whole on any potential redemption date, upon not less than three business days' notice, at $1,000 plus any related contingent coupon.
  • Estimated value: Expected to be at least $922.00 per security on the pricing date, which the filing states will be less than the public offering price.
  • Guarantor: Citigroup Inc. guarantees the securities; all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
  • Not exchange-listed: 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."

Structure and Terms of the October 2026 Callable Securities Offering

Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus to an amended and restated preliminary pricing supplement (No. 2026-USNCH34762) dated October 27, 2026, under Registration Statement Nos. 333-293732 and 333-293732-02. The securities are linked to the worst performing of the EURO STOXX 50 Index (SX5E), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX), with a pricing date of October 29, 2026, and an issue date of November 3, 2026.

The filing describes a quarterly contingent coupon structure: on each of the eight scheduled coupon payment dates, holders receive 2.975% of the $1,000 stated principal amount only if the closing level of every underlying index has remained at or above 75.00% of its initial index level on every trading day throughout that observation period. If any index closes below its coupon barrier level on any single trading day within an observation period, no coupon is paid for that period. The first potential redemption date is February 3, 2027, and the final maturity date is November 2, 2028, unless the issuer exercises its call right earlier.

At maturity, if the worst performing index's final level equals or exceeds 75.00% of its initial level, investors receive the full $1,000 stated principal amount. If it falls below that threshold, investors receive $1,000 plus $1,000 multiplied by the negative index return of the worst performer, exposing holders to full downside of that index without any upside participation. The filing notes the estimated value of the securities on the pricing date is expected to be at least $922.00, based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, and that this figure is not an indication of any price at which CGMI may be willing to repurchase the securities after issuance.

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed the summary terms of Contingent Income Callable Securities (CUSIP 17334DF64) due November 2, 2028, including coupon mechanics, barrier levels, call provisions, maturity payment structure, and an estimated value of at least $922.00 per $1,000 security.