Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 13, 2026, summarizing the terms of Contingent Income Callable Securities due November 24, 2028, linked to the worst performing of the Nasdaq-100 Index, the Russell 2000 Index, and the S&P 500 Index.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. is the guarantor.
  • Stated principal: $1,000 per security, with pricing date of November 20, 2026, and issue date of November 25, 2026.
  • Contingent coupon: 2.425% per quarter (9.70% per annum) paid only if no coupon barrier event occurs during the related observation period.
  • Coupon and downside threshold: Both set at 65.00% of each underlying index's initial index level.
  • Principal at risk: If the final index level of the worst performing index falls below 65.00% of its initial level, investors receive less, and possibly significantly less, than 65.00% of stated principal at maturity.
  • Estimated value: Expected to be at least $921.50 per security on the pricing date, less than the public offering price.
  • CUSIP / ISIN: 17334HCY7 / US17334HCY71.

Terms and Risk Structure of Citigroup's 2028 Worst-of-Three-Index Notes

According to the filing, the securities are quarterly contingent income instruments tied to the worst performing of three major equity indices: the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX). The contingent coupon of 2.425% per quarter, equivalent to 9.70% per annum, is payable on each quarterly contingent coupon payment date only if a coupon barrier event has not occurred during the related observation period. The filing states that a coupon barrier event occurs "if the closing level of any underlying index is less than its coupon barrier level on any trading day for that underlying index during an observation period," with the coupon barrier level set at 65.00% of each index's initial level.

The filing discloses that Citigroup Global Markets Holdings Inc. may redeem the securities in whole, but not in part, on any potential redemption date upon not less than three business days' notice. If called, holders receive $1,000 plus the related contingent coupon, if any, with no further payments thereafter. The maturity date, unless earlier redeemed, is November 24, 2028. At maturity, if the worst performing index's final level is at or above 65.00% of its initial level, holders receive $1,000 per security. If it falls below that threshold, holders receive $1,000 plus $1,000 multiplied by the index return of the worst performing index, which the filing notes could result in receiving "less, and possibly significantly less, than 65.00% of the stated principal amount."

The filing further discloses that the estimated value of the securities on the pricing date, based on Citigroup Global Markets Inc.'s proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, is expected to be at least $921.50 per security, which will be less than the public offering price. The filing states this estimate "is not an indication of actual profit to CGMI or other of Citigroup Global Markets Holdings Inc.'s affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you at any time after issuance."

What Was Disclosed

Citigroup Global Markets Holdings Inc. issued a free writing prospectus describing principal-at-risk callable securities maturing November 24, 2028, with quarterly contingent coupons of 2.425% subject to barrier conditions on three equity indices, and an estimated pricing-date value of at least $921.50 per $1,000 security.