Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (NYSE:C), filed a free writing prospectus on November 2, 2026, disclosing preliminary terms for 1.5-Year Autocallable Contingent Coupon Securities linked to the worst of the Nasdaq-100 Index, the Russell 2000 Index, and the S&P 500 Index, with a scheduled maturity date of June 2, 2028.

Key Highlights

  • Pricing date: November 30, 2026, with a maturity date of June 2, 2028.
  • Contingent coupon rate: 11.75% per annum, paid monthly only if the worst-performing underlying closes at or above 80.00% of its initial value on the relevant valuation date.
  • Coupon and final barrier value: Set at 80.00% of each underlying's initial closing value on the pricing date.
  • Automatic early redemption: Securities are called at principal plus the related contingent coupon if the worst performer closes at or above its initial value on any eligible autocall date, beginning after six months.
  • Principal at risk: If the worst performer falls below its final barrier value at maturity, investors lose 1% of principal for every 1% decline, with no minimum payment.
  • CUSIP / ISIN: 17334D4Z2 / US17334D4Z20; stated principal amount is $1,000 per security.
  • Credit exposure: All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and its guarantor, Citigroup Inc.

Structure and Payment Terms of the November 2026 Offering

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of these structured securities, with Citigroup Inc. serving as guarantor. Citigroup Inc. is a global financial services company whose subsidiaries conduct capital markets and structured products businesses. The securities are linked to three broad equity indexes: the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX), with all payments determined by the index that records the lowest return among the three on any given valuation date.

The filing specifies that monthly valuation dates govern both coupon eligibility and autocall determinations. The contingent coupon of 11.75% per annum is paid only on months where the worst-performing index closes at or above 80.00% of its starting value. Notably, the filing discloses a "memory" feature: if a coupon is missed because the worst performer falls below the coupon barrier, that unpaid amount can be recovered on a later payment date if the worst performer subsequently meets the barrier condition. Autocall eligibility begins after six months, meaning early redemption is possible only from the seventh monthly valuation date onward.

Hypothetical payment tables in the filing illustrate the range of outcomes. At an interim valuation date coinciding with an autocall date, a worst underlying return of -0.01% would yield $9.792 per security without triggering redemption, while a return of -20.01% or worse would result in a $0.00 interim payment. At maturity, a worst underlying return of -20.00% still returns the full $1,000 principal, but a return of -25.00% yields only $750.00, and a return of -100.00% results in $0.00. The filing states the estimated value on the pricing date will be less than the $1,000 issue price. The securities will not be listed on any exchange.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for structured notes with a 1.5-year tenor, an 11.75% per annum contingent coupon, an 80.00% barrier level across three equity indexes, monthly autocall eligibility after six months, and full principal loss risk if the worst performer breaches the final barrier at maturity.