Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 3, 2026, for 1.5-Year Autocallable Contingent Coupon Securities linked to the worst of the Russell 2000 Index (RTY) and the S&P 500 Index (SPX), with a pricing date of November 30, 2026, and a maturity date of June 2, 2028.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. is the guarantor.
  • Contingent coupon rate: 7.80% per annum, paid quarterly, only if the worst performer closes at or above 75.00% of its initial underlying value on the related valuation date.
  • Barrier level: Both the coupon barrier value and the final barrier value are set at 75.00% of each underlying's initial underlying value.
  • Principal at risk: If the final underlying value of the worst performer is below its final barrier value, investors lose 1% of principal for every 1% decline from the initial underlying value, with no minimum payment at maturity.
  • Automatic early redemption: Securities are called at principal plus the related contingent coupon if the worst performer closes at or above its initial underlying value on any quarterly autocall date beginning after six months.
  • CUSIP / ISIN: 17334DU26 / US17334DU261.
  • Stated principal amount: $1,000 per security.

Structure and Payment Terms for the RTY/SPX Linked Securities

According to the filing, the securities are linked to the worst performer of two indices: the Russell 2000 Index (RTY) and the S&P 500 Index (SPX). The pricing date is November 30, 2026, with valuation dates occurring quarterly and a final maturity date of June 2, 2028. The stated principal amount is $1,000 per security, and all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The filing discloses that a contingent coupon of 7.80% per annum is payable quarterly, but only on valuation dates where the closing value of the worst performer is greater than or equal to 75.00% of its initial underlying value. The filing states explicitly: "You are not assured of receiving any contingent coupon." For automatic early redemption, the securities are called at principal plus the applicable contingent coupon if the worst performer equals or exceeds its initial underlying value on any autocall date beginning after six months. The filing notes the securities "will not be listed on any securities exchange," which may limit the ability to sell prior to maturity.

At maturity, if not previously redeemed, the payment depends entirely on the final underlying value of the worst performer. If that value is at or above the final barrier value (75.00% of initial), investors receive $1,000. If below, the payment equals $1,000 plus $1,000 multiplied by the worst performer's underlying return, which the filing notes could result in receiving "possibly nothing." The filing also discloses that the estimated value of the securities on the pricing date will be less than the issue price, and that U.S. federal tax consequences "are unclear."

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus for autocallable contingent coupon securities linked to RTY and SPX, disclosing the coupon rate, barrier levels, redemption mechanics, risk factors, CUSIP, and payment scenarios under hypothetical return outcomes.