Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus on October 29, 2026, summarizing the terms of Contingent Income Callable Securities due November 9, 2028, linked to the worst performing of the Nasdaq-100, Russell 2000, and S&P 500 indices.

Key Highlights

  • Stated principal: $1,000 per security, with a pricing date of November 6, 2026, and an issue date of November 12, 2026.
  • Contingent coupon: 2.025% per quarter (8.10% per annum) paid only if no coupon barrier event occurs during the related observation period.
  • Coupon and downside barrier: Both set at 60.00% of each underlying index's initial level on the pricing date.
  • Principal risk: If the worst performing index falls below its downside threshold at maturity, investors receive less, and possibly significantly less, than 60.00% of stated principal, according to the filing.
  • Estimated value: At least $921.00 per security on the pricing date, less than the public offering price, based on CGMI's proprietary pricing models and the issuer's internal funding rate.
  • Callable feature: The issuer may redeem the securities in whole, and not in part, on any potential redemption date with not less than three business days' notice.
  • CUSIP / ISIN: 17334D2G6 / US17334D2G66; guaranteed by Citigroup Inc.

Terms and Structure of the Callable Securities Linked to Three Major Indices

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of these Contingent Income Callable Securities, with Citigroup Inc. acting as guarantor. The securities are linked to three underlying indices: the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX). Payouts are determined by the worst performing of the three, meaning adverse performance in any single index can affect the entire return, regardless of how the other two perform.

The filing discloses that a contingent coupon of 2.025% of stated principal ($1,000 per security) is payable quarterly, but only if a coupon barrier event has not occurred during the related observation period. A coupon barrier event is triggered if the closing level of any underlying index falls below 60.00% of its initial index level on any trading day within an observation period. Eight quarterly observation periods are scheduled between the pricing date and the final valuation date of November 6, 2028, with the maturity date set for November 9, 2028. The filing lists seven potential redemption dates, beginning February 11, 2027, at which the issuer may call the securities at $1,000 plus any contingent coupon due.

At maturity, the filing states that if the final index level of the worst performing underlying index is at or above its downside threshold level (60.00% of initial), investors receive $1,000 per security. If below that threshold, investors receive $1,000 plus $1,000 multiplied by the index return of the worst performing index, which the filing notes could be significantly less than 60.00% of principal. The filing also discloses that the securities will not be listed on any securities exchange and that all payments are 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 the key terms of principal-at-risk callable securities due November 9, 2028, linked to three major equity indices, with a quarterly contingent coupon of 8.10% per annum and a 60.00% barrier level for both coupons and principal protection.