Citigroup Global Markets Holdings Inc. filed a free writing prospectus on October 26, 2026, summarizing terms for Contingent Income Callable Securities due November 2, 2028, linked to the worst performing of the Nasdaq-100, Russell 2000, and S&P 500 indexes.

Key Highlights

  • Stated principal: $1,000 per security, with a pricing date of October 30, 2026, and an issue date of November 4, 2026.
  • Contingent coupon: 2.7625% per quarterly valuation date (11.05% per annum), paid only if the worst performing underlying index closes at or above 75% of its initial level on that date.
  • Downside threshold: 75% of each index's initial level; if breached at final valuation, investors receive $1,000 plus $1,000 multiplied by the index return of the worst performing index, and could receive "less, and possibly significantly less, than 75.00%" of principal.
  • Estimated value: At least $921.50 per security on the pricing date, based on CGMI's proprietary pricing models, which is less than the public offering price.
  • Issuer call right: The issuer may redeem the securities in whole, but not in part, on any contingent coupon payment date from February 2027 through July 2028, upon not less than three business days' notice.
  • No exchange listing: The securities will not be listed on any securities exchange, according to the filing.
  • CUSIP/ISIN: 17334DM41 / US17334DM417.

Terms and Risks of Citigroup's Worst-of Index Callable Securities

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer and Citigroup Inc. serves as guarantor for these structured notes. The securities are linked to the worst performing of three underlying indexes on each of eight quarterly valuation dates expected between February 1, 2027, and October 30, 2028. The coupon barrier level and downside threshold level are both set at 75% of each index's initial index level, which is its closing level on the pricing date of October 30, 2026.

The filing states that on each quarterly contingent coupon payment date, investors will receive a coupon of 2.7625% of the $1,000 stated principal "if and only if" the closing level of the worst performing underlying index on the related valuation date is greater than or equal to its coupon barrier level. If that condition is not met, no coupon is paid for that period. At maturity, if the worst performing index has declined by more than 25%, investors bear the full loss proportional to that index's return, with a hypothetical payment of $0 at a -100% return and $500 at a -50% return, as illustrated in the filing's payout table.

The filing discloses that all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The estimated value of at least $921.50 per security "is not 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," the filing states. The filing further notes that the securities are registered under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

This free writing prospectus summarizes the offering terms for principal-at-risk callable securities issued by Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., with a maturity of November 2, 2028, and payoffs determined by the worst performing of three major U.S. equity indexes.