Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus on October 29, 2026, summarizing the terms of Contingent Income Callable Securities due November 9, 2028, linked to the worst performing of three major equity indices.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. serves as guarantor.
  • Underlying indices: The securities reference the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX), with payouts based on the worst performer.
  • Contingent coupon: 2.625% per quarter (10.50% per annum) on $1,000 stated principal, payable only if no coupon barrier event occurs during the related observation period.
  • Coupon and downside threshold: Both set at 70.00% of each index's initial level; a breach by any index on any trading day eliminates that quarter's coupon.
  • Principal at risk: If the worst performing index finishes below 70.00% of its initial level at maturity, investors "will receive less, and possibly significantly less, than 70.00% of the stated principal amount."
  • Estimated value: The issuer expects the estimated value on the pricing date will be at least $921.00 per security, which the filing states "will be less than the public offering price" of $1,000.
  • CUSIP / ISIN: 17334D2P6 / US17334D2P65; pricing date is November 6, 2026, with an issue date of November 12, 2026.

Terms and Structure of the Callable Contingent Income Securities

According to the filing, the securities carry a stated principal amount of $1,000 per security and are scheduled to mature on November 9, 2028, unless called earlier. The issuer retains the right to redeem the securities, in whole and not in part, on any of seven quarterly potential redemption dates beginning February 11, 2027, upon not less than three business days' notice. If called, investors receive $1,000 plus the related contingent coupon, if any, and no further payments are made.

The filing discloses that the quarterly contingent coupon of 2.625% (10.50% per annum) is paid only if the closing level of each of the three underlying indices remains at or above 70.00% of its initial level on every trading day throughout the relevant observation period. A coupon barrier event, defined as the closing level of any single underlying index falling below its coupon barrier level on any trading day in an observation period, eliminates that period's coupon entirely. The filing notes that "the securities are subject to the risks of all of the underlying indices and will be negatively affected if any one of the underlying indices performs poorly, even if the others perform well."

At maturity, if the worst performing index's final level is at or above 70.00% of its initial level, investors receive $1,000. Below that threshold, the repayment equals $1,000 plus $1,000 multiplied by the index return of the worst performer, exposing investors to full downside of that index. The hypothetical payout table in the filing illustrates, for example, a -40.00% index return producing a $600.00 payment and a -100.00% return producing $0.00. All payments are described as "subject to our credit risk." The estimated value of at least $921.00 per security is based on CGMI's proprietary pricing models and the issuer's internal funding rate, and the filing states it is "not an indication of actual profit to CGMI" nor of any secondary market price. The securities will not be listed on any securities exchange.

What Was Disclosed

The Free Writing Prospectus, filed October 29, 2026, under Registration Statement Nos. 333-293732 and 333-293732-02, summarizes the key economic terms of principal-at-risk callable securities tied to NDX, RTY, and SPX, with a pricing date of November 6, 2026, and maturity of November 9, 2028.