Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 5, 2026, summarizing the terms of Contingent Income Auto-Callable Securities with Memory Coupon due November 18, 2027, linked to the common stock of NVIDIA Corporation.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. is the guarantor.
  • Underlying shares: NVIDIA Corporation (ticker symbol: "NVDA UW"), with the initial share price set on the pricing date of November 13, 2026.
  • Contingent coupon: 2.90% per quarter (11.60% per annum) of the $1,000 stated principal amount, payable only if NVIDIA's closing price on the relevant valuation date is at or above the downside threshold price.
  • Downside threshold: 60.00% 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, potentially resulting in significant loss.
  • Automatic early redemption: Triggered on any quarterly potential redemption date if NVIDIA's closing price equals or exceeds the initial share price; early redemption payment equals $1,000 plus the related contingent coupon.
  • Estimated value: At least $928.00 per security on the pricing date, less than the public offering price, based on CGMI's proprietary pricing models and internal funding rate.
  • CUSIP / ISIN: 17334D7B2 / US17334D7B25.

Structure and Terms of the NVIDIA-Linked Securities

According to the filing, the securities carry a stated principal amount of $1,000 per security, with a pricing date of November 13, 2026, and an issue date of November 18, 2026. The maturity date is November 18, 2027, unless the securities are automatically redeemed earlier. Quarterly valuation dates fall on February 16, May 13, August 13, and November 15, 2027, with corresponding contingent coupon payment dates three business days after each valuation date.

The filing describes a memory coupon feature: if NVIDIA's closing price falls below the downside threshold price on one or more valuation dates but then recovers to at or above that threshold on a subsequent valuation date, the contingent coupon payment for that subsequent date will include all previously unpaid quarterly coupon amounts, without interest on the unpaid sums. However, the filing states that if the closing price remains below the downside threshold on a valuation date and all subsequent valuation dates, those unpaid coupons will not be received.

At maturity, if the securities have not been redeemed and the final share price is below the downside threshold price, the filing discloses that investors "will receive less, and possibly significantly less, than 60.00% of the stated principal amount." The hypothetical payout table in the filing shows, for example, a -50.00% share return producing a $500.00 payment, and a -100.00% return producing $0.00. The filing also notes that all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., and that the securities will not be listed on any securities exchange.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus summarizing a one-year structured note linked to NVIDIA common stock, with a quarterly contingent coupon of 2.90%, a 60.00% downside threshold, automatic call provisions, a memory coupon feature, and an estimated value of at least $928.00 per $1,000 security.