Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 5, 2026, disclosing preliminary terms for 1.5-year autocallable contingent coupon securities linked to the worst performer among three major U.S. equity indexes.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. serves as guarantor on all payments.
  • Underlying indexes: Securities are linked to the Dow Jones Industrial Average (INDU), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX).
  • Contingent coupon rate: 7.30% per annum, paid monthly only if the worst performer closes at or above its coupon barrier value of 60.00% of its initial underlying value.
  • Pricing and maturity dates: Pricing date is November 30, 2026; maturity date is June 2, 2028.
  • 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 monthly autocall date beginning after six months.
  • Principal at risk: If not redeemed and the worst performer finishes below the 60.00% final barrier value, investors lose 1% of principal for every 1% decline, with no minimum payment at maturity.
  • CUSIP / ISIN: 17334D6C1 / US17334D6C17; stated principal amount is $1,000 per security.

Structure and Payment Terms of the Citigroup 1.5-Year Contingent Coupon Securities

According to the filing, Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (NYSE:C), is offering 1.5-year autocallable contingent coupon securities with a stated principal amount of $1,000 per security. The preliminary pricing supplement is dated November 4, 2026, and the final pricing date is set for November 30, 2026, with a maturity date of June 2, 2028. Valuation dates occur monthly throughout the term, and autocall dates begin after the first six months.

The contingent coupon of 7.30% per annum is paid monthly, but only on valuation dates where the closing value of the worst-performing underlying is greater than or equal to its coupon barrier value, set at 60.00% of its initial underlying value, the filing states. If the worst performer closes below that threshold on any given valuation date, no coupon is paid for that period. The filing discloses that if all three indexes close at or above their initial values on a monthly autocall date, the securities are automatically redeemed at $1,000 plus the related contingent coupon, as illustrated by the hypothetical interim payment table showing $1,006.083 per security upon redemption.

At maturity, if the securities have not been automatically redeemed and the final underlying value of the worst performer remains at or above its 60.00% final barrier value, the filing states the payment is $1,000. If the worst performer falls below that barrier, the payment equals $1,000 plus $1,000 multiplied by the worst performer's underlying return, which the filing illustrates as $500.00 at a hypothetical -50.00% return and $0.00 at -100.00%. The filing notes that all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., and that the securities will not be listed on any securities exchange.

What Was Disclosed

The filing sets out preliminary terms for structured notes issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc., covering coupon conditions, autocall mechanics, barrier levels, hypothetical payment scenarios, risk considerations, and registration file numbers 333-293732 and 333-293732-02.