Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 5, 2026, disclosing terms for Contingent Income Auto-Callable Securities due November 16, 2029, linked to the common stock of NVIDIA Corporation.

Key Highlights

  • Stated principal amount: $1,000 per security, with pricing set for November 13, 2026 and issuance on November 18, 2026.
  • Contingent coupon: 2.65% per quarter (10.60% per annum), payable only if NVIDIA's closing price 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 $1,000 plus the product of $1,000 and the share return, which could be significantly less than 50.00% of the stated principal amount.
  • Auto-call feature: Securities are automatically redeemed if NVIDIA's closing price on any potential redemption date is at or above the initial share price, returning $1,000 plus the related contingent coupon.
  • Estimated value: At least $921.00 per security on the pricing date, based on CGMI's proprietary pricing models, which is less than the public offering price.
  • CUSIP / ISIN: 17334D7C0 / US17334D7C08.
  • No exchange listing: The securities will not be listed on any securities exchange.

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

According to the filing, the securities are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc., with NVIDIA Corporation (ticker symbol "NVDA UW") as the underlying. The preliminary pricing supplement is dated November 5, 2026, and was filed pursuant to Rule 433 under registration statement file numbers 333-293732 and 333-293732-02. The securities carry a maturity date of November 16, 2029, unless earlier automatically redeemed.

The filing discloses that a contingent coupon of 2.65% of the stated principal amount is paid each quarter, but only if the closing price of NVIDIA shares on the relevant valuation date is greater than or equal to the downside threshold price, defined as 50.00% of the initial share price. If that condition is not met in any quarter, no coupon is paid for that period. The filing includes a hypothetical payout table showing that at a share return of negative 51.00%, payment at maturity would be $490.00 per $1,000 security, declining to $0.00 at a share return of negative 100.00%.

The filing states that the estimated value of the securities on the pricing date will be at least $921.00 per security, which "will be less than the public offering price," and is based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate. The filing further notes that all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and that the securities "will not be listed on any securities exchange," meaning investors may be unable to sell prior to maturity. The filing also discloses that immediately following issuance, any secondary market bid price provided by CGMI "will reflect a temporary upward adjustment."

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed the offering terms of NVIDIA-linked auto-callable securities due November 16, 2029, including a 10.60% per annum contingent coupon, a 50.00% downside threshold, an estimated value of at least $921.00 per security, and principal-at-risk provisions.