Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 10, 2026, disclosing preliminary terms for 3-year autocallable contingent coupon securities linked to the worst of the Dow Jones Industrial Average, the Nasdaq-100 Index, and the S&P 500 Index.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. is the guarantor of all payments on the securities.
  • Contingent coupon rate: 8.10% per annum, paid monthly, only if the worst-performing underlying closes at or above 70.00% of its initial value on the related valuation date.
  • Buffer percentage: 30.00%, with a final buffer value set at 70.00% of each underlying's initial value; principal loss begins only beyond that threshold at maturity.
  • 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 on an autocall date.
  • Pricing and maturity dates: Pricing date is November 30, 2026; maturity date is December 5, 2029.
  • Stated principal: $1,000 per security; CUSIP 17334HAY9 / ISIN US17334HAY99.
  • No exchange listing: According to the filing, "the securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity."

Preliminary Terms: Structure, Payoffs, and Key Risks Disclosed by Citigroup

The filing sets out preliminary terms for securities whose performance depends entirely on the worst-performing of three major U.S. equity indexes: the Dow Jones Industrial Average (INDU), the Nasdaq-100 Index (NDX), and the S&P 500 Index (SPX). Citigroup Global Markets Holdings Inc. disclosed that the contingent coupon of 8.10% per annum is paid monthly only on valuation dates when the worst performer's closing value is greater than or equal to its coupon barrier value, which is set at 70.00% of its initial underlying value. The filing states that investors "are not assured of receiving any contingent coupon."

At maturity, if the securities have not been automatically redeemed and the worst performer's final value is at or above 70.00% of its initial value, the payment is $1,000. If the worst performer has fallen by more than the 30.00% buffer, the filing specifies that investors "will lose 1% of the stated principal amount of your securities at maturity for every 1% by which that depreciation exceeds the buffer percentage." Hypothetical examples in the filing illustrate that a -50.00% worst underlying return at maturity produces a payment of $800.00, a -75.00% return produces $550.00, and a -100.00% return produces $300.00.

The filing identifies several risk factors. It notes that "the securities are subject to heightened risk because they have multiple underlyings," and that all it takes for poor performance is for one of the three indexes to perform poorly. The filing also discloses that "the estimated value of the securities on the pricing date will be less than the issue price," that the securities are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., and that "the U.S. federal tax consequences of an investment in the securities are unclear." Registration statements were filed under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for 3-year autocallable contingent coupon securities linked to the worst of INDU, NDX, and SPX, with an 8.10% per annum coupon, a 30.00% buffer, monthly autocall dates beginning after six months, and a December 5, 2029 maturity date.