Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (NYSE:C), filed a free writing prospectus on November 2, 2026, outlining preliminary terms for 3-Year Autocallable Securities linked to the worst performer of the S&P 500 Index (SPX) and the Russell 2000 Index (RTY), with a stated maturity date of December 5, 2029.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. serves as guarantor on all payments.
  • Pricing and maturity: Pricing date is November 30, 2026; maturity date is December 5, 2029, with valuation dates of December 1, 2027, and November 30, 2029.
  • Autocall premium: 12.50% of stated principal applies if the securities are automatically called on the interim valuation date; 40.00% applies if called at the final valuation date.
  • Trigger value: Set at 75% of each underlying's initial underlying value; losses below that threshold are direct and proportional to the worst performer's decline.
  • Stated principal amount: $1,000 per security; the securities do not pay interest.
  • CUSIP / ISIN: 17334DX31 / US17334DX315.
  • Credit risk: All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., and the securities will not be listed on any securities exchange.

Structure and Payment Terms of the Worst-of Autocallable Securities

According to the filing, the securities are structured so that their performance depends entirely on the underlying with the lowest return between the SPX and RTY indexes on each applicable valuation date. The filing defines the "worst performer" as the underlying with the lowest underlying return on any given valuation date, where underlying return is calculated as the current closing value minus the initial underlying value, divided by the initial underlying value. If on December 1, 2027 the closing value of the worst performer is at or above its initial underlying value, the securities are automatically redeemed and holders receive $1,000 plus a 12.50% premium per security.

If the securities are not called early and reach the final valuation date of November 30, 2029, the payment at maturity depends on three scenarios described in the filing. First, if the worst performer's final underlying value is at or above its initial underlying value, holders receive $1,000 plus the 40.00% premium. Second, if the worst performer has declined but remains at or above its trigger value of 75% of initial underlying value, holders receive $1,000 with no premium. Third, if the worst performer falls below its trigger value, holders receive $1,000 plus $1,000 multiplied by the worst performer's underlying return, which the filing states could result in receiving "significantly less than the stated principal amount" or "possibly nothing." The hypothetical payment table in the filing illustrates that a -100.00% worst underlying return produces a $0.00 payment at maturity.

The filing identifies several risk considerations specific to this structure. Because the return depends solely on the worst performer, holders do not benefit from favorable performance by the other underlying. The filing also notes that the less correlated the two indexes are, the greater the probability that one will perform poorly. Additionally, the filing discloses that the estimated value of the securities on the pricing date is less than the issue price, and that U.S. federal tax consequences of the investment are described as unclear. Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed registration statements with the SEC under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. published a free writing prospectus dated November 2, 2026, setting out preliminary terms for 3-year autocallable securities linked to the worst performer of SPX and RTY, including an autocall premium structure, a 75% trigger value, a December 5, 2029 maturity, and the associated principal risk disclosures.