Citigroup Global Markets Holdings Inc. filed a free writing prospectus on October 30, 2026, summarizing the terms of Contingent Income Auto-Callable Securities due November 9, 2029, linked to the common stock of Dow Inc.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. serves as guarantor of the securities.
  • Underlying shares: The securities are based on the performance of the common stock of Dow Inc. (ticker symbol: "DOW UN").
  • Contingent coupon rate: 2.775% per quarter (11.10% per annum), paid only if the closing price of Dow Inc. shares on the relevant valuation date is at or above the downside threshold price.
  • Downside threshold: Set at 50.00% of the initial share price; breaching this level at maturity exposes holders to losses that could exceed 50.00% of principal.
  • Estimated value: According to the filing, the estimated value of the securities on the pricing date will be at least $914.50 per security, less than the $1,000 public offering price.
  • Pricing and issue dates: The pricing date is November 6, 2026, and the issue date is November 12, 2026.
  • CUSIP / ISIN: 17334D2Y7 / US17334D2Y72.

Structure and Payment Terms of Citigroup's Dow-Linked Auto-Callable Securities

According to the filing, the securities carry a stated principal amount of $1,000 per security and are structured to pay a quarterly contingent coupon of 2.775% - equivalent to 11.10% per annum - but only if the closing price of Dow Inc. shares on the applicable valuation date equals or exceeds the downside threshold price. If that condition is not met in any given quarter, no coupon is paid for that period. The auto-callable feature means that if Dow Inc.'s closing price on any potential redemption date equals or exceeds the initial share price, each security is automatically redeemed at $1,000 plus the related contingent coupon, and no further payments are made.

The filing describes two maturity payment scenarios for securities that are not redeemed early. If the final share price is at or above the downside threshold price (50.00% of the initial share price), the holder receives $1,000 plus the contingent coupon due at maturity. If the final share price falls below that threshold, the holder receives $1,000 plus the product of $1,000 and the share return, which the filing states could be "significantly less" than 50.00% of the stated principal amount, potentially as low as $0.00 under a total loss scenario. The filing's hypothetical payout table illustrates that a -60.00% share return would yield $400.00 at maturity, and a -100.00% return would yield $0.00.

The filing notes that the estimated value of the securities, based on Citigroup Global Markets Inc.'s proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, will be at least $914.50 per security on the pricing date - below the $1,000 issue price. The securities will not be listed on any securities exchange, which the filing identifies as a factor that may limit a holder's ability to sell prior to maturity. All payments are described as subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed the summary terms of auto-callable structured notes linked to Dow Inc. common stock, including coupon conditions, a 50.00% downside threshold, an estimated value of at least $914.50 per security, and a maturity date of November 9, 2029.