Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus on November 12, 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

  • Stated principal: $1,000 per security, with pricing date set for November 20, 2026, and issue date November 25, 2026.
  • Contingent coupon: 2.80% per quarter (11.20% per annum) of stated principal, payable only if no coupon barrier event occurs during the related observation period.
  • Coupon and downside barrier: Both set at 70.00% of each underlying index's initial index level.
  • Principal at risk: If the worst performing index falls below its 70.00% downside threshold at the final valuation date, investors receive less than 70.00% of stated principal, potentially $0.00.
  • Issuer call right: The issuer may redeem the securities in whole, but not in part, on any of seven quarterly potential redemption dates, upon not less than three business days' notice.
  • Estimated value: On the pricing date, the estimated value is expected to be at least $921.50 per security, less than the public offering price.
  • CUSIP / ISIN: 17334HCX9 / US17334HCX98.

Terms and Structure of the Callable Securities Offering

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of these securities, with Citigroup Inc. serving as guarantor. The securities are linked to the worst performing of three underlying indices: the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX). The filing identifies this as Pricing Supplement No. 2026-USNCH35119, filed pursuant to Rule 433 under Registration Statement Nos. 333-293732 and 333-293732-02.

The filing discloses that a contingent coupon of 2.80% of the $1,000 stated principal (11.20% per annum) 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 70.00% of its initial index level on any trading day within an observation period. Eight quarterly observation periods are scheduled, with the final valuation date on November 20, 2028, and maturity on November 24, 2028.

At maturity, the filing states that if the worst performing index's final level is at or above its 70.00% downside threshold, 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 70.00% of principal, down to $0.00. The filing further discloses that the estimated value of at least $921.50 per security "is based on Citigroup Global Markets Inc.'s proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate" and "is not an indication of actual profit" or the price at which the securities could be resold. The securities will not be listed on any securities exchange.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus summarizing the terms of principal-at-risk callable securities due 2028, linked to three major equity indices, with an 11.20% per annum contingent coupon rate subject to barrier conditions and an issuer call right.