Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 4, 2026, disclosing preliminary terms for 13-month autocallable contingent coupon securities linked to Life Time Group Holdings, Inc. (ticker: LTH), with a pricing date of November 13, 2026.

Key Highlights

  • Underlying asset: Life Time Group Holdings, Inc. (ticker: "LTH"), as identified in the filing.
  • Contingent coupon rate: 10.10% per annum, paid monthly only if the closing value of LTH is greater than or equal to the coupon barrier value on the relevant valuation date.
  • Coupon and final barrier value: Both set at 67.00% of the initial underlying value.
  • Automatic early redemption: Securities are called monthly, beginning after six months, if the closing value of LTH is greater than or equal to the initial underlying value, returning principal plus the related contingent coupon.
  • Maturity date: December 16, 2027, with a stated principal amount of $1,000 per security.
  • CUSIP / ISIN: 17334D7A4 / US17334D7A42, as stated in the filing.
  • Principal risk: According to the filing, if the final underlying value is less than the final barrier value, investors lose 1% of principal for every 1% decline from the initial underlying value, with no minimum payment at maturity.

Preliminary Terms of the LTH-Linked Autocallable Securities

According to the free writing prospectus filed November 4, 2026, the issuer is Citigroup Global Markets Holdings Inc., with Citigroup Inc. serving as guarantor. The securities are described as "13 Month Autocallable Contingent Coupon Securities Linked to LTH," with valuation dates occurring monthly and a pricing date of November 13, 2026. All payments are stated to be "subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc."

The filing discloses that a contingent coupon of 10.10% per annum will be paid monthly, but only when the closing value of LTH on the relevant valuation date is at or above the coupon barrier value of 67.00% of the initial underlying value. The filing states explicitly: "You are not assured of receiving any contingent coupon." If LTH closes at or above its initial underlying value on any monthly autocall date after the first six months, the securities are automatically redeemed at par plus the contingent coupon for that period.

At maturity, if the securities have not been automatically redeemed and the final underlying value is at or above the final barrier value of 67.00%, holders receive $1,000 per security. If the final underlying value falls below that barrier, the payment equals $1,000 plus ($1,000 multiplied by the underlying return), which the filing notes could result in "significantly less than the stated principal amount" or potentially nothing. The filing also discloses that "the securities will not be listed on any securities exchange," that the estimated value on the pricing date will be less than the issue price, and that U.S. federal tax consequences "are unclear."

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus setting out preliminary terms for autocallable, contingent coupon structured notes linked to Life Time Group Holdings, Inc., with a 67.00% barrier, 10.10% per annum coupon, and a December 16, 2027 maturity date.