Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 5, 2026, summarizing the terms of Contingent Income Callable Securities due November 9, 2028, linked to the worst performing of three major U.S. equity indices.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. is the guarantor, with all payments subject to their credit risk.
  • Contingent coupon: Securities pay 2.4125% per quarter (9.65% per annum) only if the worst performing underlying index closes at or above 65% of its initial level on the relevant valuation date.
  • Downside threshold: Set at 65% of each index's initial level; if breached at the final valuation date, investors may receive "less, and possibly significantly less, than 65.00%" of stated principal.
  • Underlying indices: The Nasdaq-100 Index (NDX), Russell 2000 Index (RTY), and S&P 500 Index (SPX), with performance measured on the worst performer only.
  • Pricing and issue dates: Pricing date is November 6, 2026; issue date is November 12, 2026; maturity date is November 9, 2028.
  • Estimated value: On the pricing date, estimated value is expected to be at least $929.50 per security, which the filing states "will be less than the public offering price."
  • CUSIP/ISIN: 17334D5Y4 / US17334D5Y46; securities will not be listed on any securities exchange.

Terms and Structure of the Contingent Income Callable Securities

According to the filing, Citigroup Global Markets Holdings Inc. is offering Contingent Income Callable Securities with a stated principal amount of $1,000 per security. The securities are linked to the worst performing of three indices on each quarterly valuation date. Eight valuation dates are scheduled from February 8, 2027, through the final valuation date of November 6, 2028, each subject to postponement for market disruption events, the filing states.

The filing discloses that the contingent coupon of 2.4125% per quarter is paid only if the closing level of the worst performing index on that valuation date is greater than or equal to its coupon barrier level, defined as 65% of its initial index level. If that condition is not met, no coupon is paid for that period. The issuer may also call the securities in whole, but not in part, on any contingent coupon payment date from February 2027 through August 2028, with at least three business days' notice, upon which the early redemption payment equals $1,000 plus any related contingent coupon.

At maturity, if the final index level of the worst performing index is at or above its downside threshold level of 65% of its initial level, investors receive $1,000 per security. If it falls below that level, the payment equals $1,000 plus $1,000 multiplied by the index return of the worst performing index, which the filing illustrates could be as low as $0 in a scenario of a 100% decline. The estimated value of the securities on the pricing date, based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, is expected to be at least $929.50, which the filing notes is less than the issue price.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus summarizing terms of Contingent Income Callable Securities due November 9, 2028, including coupon conditions, downside risk thresholds, call provisions, estimated value, and applicable CUSIP, under registration statement nos. 333-293732 and 333-293732-02.