Citigroup Global Markets Holdings Inc. filed a free writing prospectus on October 29, 2026, summarizing the terms of Contingent Income Auto-Callable Securities with Memory Coupon due November 9, 2029, linked to the common stock of Micron Technology, Inc.

Key Highlights

  • Underlying asset: The securities are based on the performance of the common stock of Micron Technology, Inc. (ticker symbol: "MU UW").
  • Stated principal amount: $1,000 per security, with a pricing date of November 6, 2026, and an issue date of November 12, 2026.
  • Contingent coupon rate: 3.575% per quarter (14.30% per annum), payable only if the closing price of Micron shares on the relevant valuation date is at or above the downside threshold price.
  • Downside threshold: 50.00% of the initial share price; if the final share price falls below this level, investors receive less, and possibly significantly less, than 50.00% of stated principal at maturity.
  • Estimated value: The issuer disclosed an estimated value of at least $920.00 per security on the pricing date, which will be less than the public offering price.
  • Maturity date: November 9, 2029, unless the securities are automatically redeemed earlier at $1,000 plus any applicable contingent coupon.
  • CUSIP / ISIN: 17334D2W1 / US17334D2W17.

Structure and Payment Terms of the Micron-Linked Securities

According to the filing, the securities are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. under Registration Statement Nos. 333-293732 and 333-293732-02. The filing states the securities will not be listed on any securities exchange, and investors may not be able to sell them prior to maturity. All payments are described as subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The filing describes a memory coupon feature: if Micron's closing price falls below the downside threshold on one or more valuation dates and then recovers to at or above the threshold on a subsequent valuation date, the contingent coupon payment for that date will include all previously unpaid quarterly coupon payments, without interest on the unpaid amounts. However, the filing notes that if the closing price remains below the threshold on every subsequent valuation date, those unpaid coupons are forfeited entirely.

Automatic early redemption is triggered on any quarterly potential redemption date when Micron's closing price is greater than or equal to the initial share price. In that case, the filing states each security is redeemed for $1,000 plus the related contingent coupon payment, and no further payments are made. The hypothetical payout table in the filing shows that at a share return of negative 50.00%, the payment at maturity (excluding coupon) remains $1,000.00, but at negative 51.00% it falls to $490.00, and at negative 100.00% it reaches $0.00. The estimated value of the securities on the pricing date is disclosed as being based on Citigroup Global Markets Inc.'s proprietary pricing models and the issuer's internal funding rate, and the filing states it is not an indication of actual profit or of any secondary-market price.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus summarizing a structured note linked to Micron Technology stock, with a 14.30% per annum contingent coupon, a 50.00% downside threshold, a memory coupon feature, auto-call provisions, and an estimated value of at least $920.00 per $1,000 security.