Citigroup Global Markets Holdings 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 Nasdaq-100 Technology Sector Index, the Russell 2000 Index, and the S&P 500 Index, with a pricing date of November 24, 2026, and a maturity date of November 29, 2029.

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: 9.00% per annum, paid quarterly, only if the closing value of the worst performer is at or above 70.00% of its initial underlying value on the relevant valuation date.
  • Barrier level: Both the coupon barrier value and the final barrier value are set at 70.00% of each underlying's initial underlying value.
  • Automatic early redemption: Securities are called at principal plus the related contingent coupon if, on any quarterly autocall date beginning after six months, the worst performer closes at or above its initial underlying value.
  • Principal at risk: If not redeemed early and the worst performer finishes 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.
  • CUSIP / ISIN: 17334HBZ5 / US17334HBZ55; stated principal amount is $1,000 per security.
  • 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 for Citigroup's Worst-of Autocallable Structured Notes Due 2029

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., disclosed preliminary terms for a structured note offering via a free writing prospectus dated November 10, 2026. The securities are linked to the worst performer among three equity indexes: the Nasdaq-100 Technology Sector Index (NDXT), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX). The pricing date is set for November 24, 2026, with valuation dates occurring quarterly and a final maturity date of November 29, 2029.

The filing states a contingent coupon of 9.00% per annum, paid quarterly, subject to the condition that the worst-performing index closes at or above 70.00% of its initial underlying value on each applicable valuation date. The coupon is not guaranteed. According to the filing, if the worst performer falls below the coupon barrier on one or more valuation dates but recovers to or above the barrier on a subsequent valuation date, any previously unpaid contingent coupons are included in that subsequent payment. Automatic early redemption occurs on quarterly autocall dates beginning after six months if the worst performer closes at or above its initial underlying value; in that case, investors receive principal plus the related contingent coupon.

If the securities are not redeemed early and the final underlying value of the worst performer is below the 70.00% final barrier value, the filing discloses that investors "will lose 1% of the stated principal amount of your securities for every 1% by which the worst performer on the final valuation date has declined from its initial underlying value," with no minimum payment at maturity. The filing also notes that "the estimated value of the securities on the pricing date will be less than the issue price" and that all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. Registration statement file numbers cited are 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 NDXT, RTY, and SPX, with a 9.00% per annum contingent coupon, a 70.00% barrier, quarterly autocall dates, and full principal at risk below the barrier at maturity.