Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 6, 2026, for 1.5-year autocallable contingent coupon securities linked to the worst of two energy ETFs, XLE and XOP, with a stated pricing date of November 25, 2026, and maturity of May 31, 2028.

Key Highlights

  • Contingent coupon rate: 7.20% per annum, paid monthly, only if the worst-performing underlying closes at or above 60.00% of its initial value on the related valuation date.
  • Barrier level: Both the coupon barrier value and the final barrier value are set at 60.00% of each underlying's initial value.
  • Automatic early redemption: Securities are called monthly (beginning after six months) at $1,000 principal plus the contingent coupon if the worst performer closes at or above its initial underlying value.
  • Principal at risk: If the worst performer's final value falls below the final barrier value, investors lose 1% of principal for every 1% decline from the initial underlying value, with no minimum payment at maturity.
  • Stated principal amount: $1,000 per security; CUSIP 17334HAD5 / ISIN US17334HAD52.
  • Underlyings: The State Street Energy Select Sector SPDR ETF (XLE) and the State Street SPDR S&P Oil & Gas Exploration & Production ETF (XOP).
  • No exchange listing: According to the filing, "the securities will not be listed on any securities exchange," and secondary-market liquidity is not assured.

Structure and Payment Terms of the XLE/XOP Linked Securities

According to the filing, the securities are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The preliminary pricing supplement is dated November 6, 2026, with a pricing date of November 25, 2026, and a maturity date of May 31, 2028. Valuation dates occur monthly, and autocall dates begin monthly after six months. All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The filing discloses that if the worst-performing underlying's final value is greater than or equal to 60.00% of its initial value at maturity, investors receive $1,000 per security. If that value falls below the 60.00% barrier, the payment at maturity equals $1,000 plus $1,000 multiplied by the worst performer's underlying return - meaning the payment declines proportionally with the decline of the worst performer, with no floor. The filing states: "There is no minimum payment at maturity on the securities, and you may lose up to all of your investment."

The filing identifies several risk factors specific to this structure. Because payoff depends solely on the worst performer, poor performance by either XLE or XOP alone is sufficient to impair returns. The filing also notes 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 of an investment in the securities are described as unclear. The securities are filed pursuant to Rule 433 under registration statement file numbers 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus describing the preliminary terms of 1.5-year autocallable contingent coupon securities linked to XLE and XOP, including coupon conditions, barrier levels, redemption mechanics, hypothetical payment tables, and selected risk considerations.