Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 3, 2026, disclosing preliminary terms for 35-Month Callable Contingent Coupon Securities linked to the worst of three major 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: The securities are linked to the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX), with payoff determined by the worst performer.
  • Contingent coupon rate: 10.40% per annum, paid monthly, only when the worst performer's closing value is at or above 70.00% of its initial 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 value on the pricing date.
  • Pricing and maturity dates: Pricing date is November 30, 2026; maturity date is November 2, 2029; valuation dates occur monthly.
  • Stated principal: $1,000 per security; CUSIP 17334D6M9 / ISIN US17334D6M98.
  • Call feature: The issuer may redeem the securities in whole, but not in part, on any monthly valuation date beginning after six months, upon not less than three business days' notice.

Structure and Payment Terms for the November 30 Pricing

According to the filing, the securities offer a contingent monthly coupon of 10.40% per annum, but that coupon is not guaranteed. Payment occurs only when the closing value of the worst-performing underlying on a given monthly valuation date equals or exceeds 70.00% of that underlying's initial value. If any one of the three indexes closes below that threshold on a valuation date, no coupon is paid for that period.

At maturity, the filing states that if the final underlying value of the worst performer is at or above its final barrier value of 70.00% of its initial value, investors receive $1,000 per security. If the worst performer falls below that barrier, the payment at maturity equals $1,000 plus $1,000 multiplied by the underlying return of the worst performer, meaning principal loss is proportional to that decline, with no floor. The hypothetical payment table in the filing illustrates that a worst-underlying return of -50.00% would yield $500.00 at maturity, while a -100.00% return would yield $0.00.

The filing discloses that Citigroup Global Markets Holdings Inc. may call the securities on any eligible monthly valuation date beginning after six months, which the filing notes "will limit your ability to receive the contingent coupon payments." Additionally, the filing states that the estimated value of the securities on the pricing date will be less than the issue price, and that the securities will not be listed on any securities exchange, potentially limiting secondary-market liquidity. All payments are subject to the credit risk of both the issuer and the guarantor.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus dated November 3, 2026, setting out preliminary terms for callable structured notes maturing November 2, 2029, linked to the worst performer among three equity indexes, with a 70.00% barrier and a 10.40% per annum contingent coupon.