Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 3, 2026, disclosing preliminary terms for 13-month autocallable contingent coupon securities linked to Amazon.com, Inc. (AMZN), with a pricing date of November 30, 2026.

Key Highlights

  • Underlying asset: Amazon.com, Inc. (ticker: "AMZN"), as named in the filing.
  • Contingent coupon rate: 12.50% per annum, paid monthly only if AMZN's closing value is at or above the coupon barrier value on the relevant valuation date.
  • Coupon and final barrier value: 69.00% of the initial underlying value, applied to both the coupon barrier and the final barrier.
  • Maturity date: January 6, 2028, with monthly valuation dates and autocall dates beginning after six months.
  • Stated principal amount: $1,000 per security, with no guaranteed repayment of principal in all circumstances.
  • Automatic early redemption: Securities are called at principal plus the related contingent coupon if AMZN's closing value is at or above the initial underlying value on any autocall date.
  • CUSIP / ISIN: 17334D5F5 / US17334D5F56, filed pursuant to Rule 433 under registration file nos. 333-293732 and 333-293732-02.

Preliminary Terms for Citigroup's Amazon-Linked Autocallable Securities

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of these structured securities, with Citigroup Inc. serving as guarantor. The securities are linked to the closing value of Amazon.com, Inc. common stock. The initial underlying value will be set at AMZN's closing price on the pricing date of November 30, 2026, and the final underlying value will be determined on the final valuation date ahead of the January 6, 2028 maturity.

The filing discloses that holders may receive a contingent coupon of 12.50% per annum, distributed monthly, but only on valuation dates when AMZN closes at or above 69.00% of the initial underlying value. If AMZN closes below that coupon barrier, no coupon is paid for that period. The securities may also be automatically redeemed beginning after six months if AMZN closes at or above the initial underlying value on a monthly autocall date, returning principal plus the applicable contingent coupon. The filing notes this early redemption feature limits the opportunity to receive future coupons.

For securities not redeemed prior to maturity, the filing describes two outcomes: if the final underlying value is at or above the final barrier value of 69.00% of the initial underlying value, the holder receives $1,000; if below, the payment equals $1,000 plus $1,000 multiplied by the underlying return, which could be substantially less than principal, "and possibly nothing." The filing states that "the securities will not be listed on any securities exchange," that their estimated value on the pricing date will be less than the issue price, and that all payments are subject to the credit risk of both the issuer and Citigroup Inc.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus disclosing preliminary terms for $1,000-per-security, 13-month autocallable notes tied to AMZN, with a 12.50% per annum contingent coupon, a 69.00% barrier level, and a January 6, 2028 maturity date.