Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on October 30, 2026, disclosing preliminary terms for 2.75-year market-linked securities tied to the Dow Jones Industrial Average with a pricing date of November 24, 2026, and maturity of August 29, 2029.

Key Highlights

  • Underlying index: The securities are linked to the Dow Jones Industrial Average (ticker: "INDU"), according to the filing.
  • Stated principal amount: $1,000 per security, with payment at maturity equal to the stated principal amount plus a return amount that will be either zero or positive.
  • Upside participation rate: 100.00%, subject to a maximum return at maturity of 20.00%, as disclosed in the preliminary terms.
  • Principal protection structure: If the final underlying value is less than or equal to the initial underlying value, investors receive only the stated principal amount and no return amount.
  • No interest or dividends: The filing states the securities do not pay interest, and holders will not receive dividends or any other rights with respect to the underlying.
  • CUSIP / ISIN: 17334DS86 / US17334DS869, with a valuation date of August 24, 2029, and maturity date of August 29, 2029.
  • Credit risk: All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc., the filing discloses.

Preliminary Terms for Citigroup's Dow Jones-Linked Notes Due 2029

According to the free writing prospectus, Citigroup Global Markets Holdings Inc. is the issuer of these 2.75-year market-linked securities, with Citigroup Inc. serving as guarantor. The securities are linked to the closing value of the Dow Jones Industrial Average on a single valuation date, August 24, 2029. The initial underlying value will be set at the closing value of the index on the pricing date, November 24, 2026, and the return will be determined by comparing that figure to the final underlying value on the valuation date.

The filing describes the return structure as follows: if the final underlying value exceeds the initial underlying value, investors receive $1,000 multiplied by the underlying return multiplied by the 100.00% upside participation rate, capped at the maximum return of 20.00%, equivalent to a maximum payment at maturity of $1,200.00 per security. If the final underlying value is less than or equal to the initial underlying value, the return amount is $0 and investors receive only the $1,000 stated principal amount. The filing's hypothetical payment table illustrates that an underlying return of 19.99% would produce a payment of $1,199.90, while a return of -25.00% or -50.00% would each result in only the $1,000 stated principal amount being returned.

The filing notes several risk considerations, including that the securities will not be listed on any securities exchange, that sale prior to maturity may result in a loss of principal, and that "the estimated value of the securities on the pricing date will be less than the issue price." The filing also discloses that the value of the securities prior to maturity will fluctuate based on many unpredictable factors, and that the issuer and its affiliates may have conflicts of interest with investors. Registration statements were filed under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for $1,000-per-security notes linked to the Dow Jones Industrial Average, offering 100% upside participation capped at 20%, principal repayment if the index is flat or negative, and a maturity date of August 29, 2029.