Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 5, 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"), with the initial underlying value set to the closing value on the pricing date of November 13, 2026.
  • Contingent coupon rate: 12.50% per annum, paid monthly only if the closing value of LTH is greater than or equal to the coupon barrier value (67.00% of the initial underlying value) on the related valuation date.
  • Automatic early redemption: Securities are called monthly beginning after six months if LTH closes at or above the initial underlying value, returning principal plus the related contingent coupon.
  • Final barrier value: 67.00% of the initial underlying value; if LTH finishes below this level at maturity, investors receive $1,000 plus $1,000 multiplied by the underlying return, with no minimum payment.
  • Maturity date: December 16, 2027; stated principal amount is $1,000 per security.
  • CUSIP / ISIN: 17334D7G1 / US17334D7G12.
  • No exchange listing: According to the filing, "the securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity."

Terms and Risk Profile of the LTH-Linked Autocallable Securities

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer and Citigroup Inc. serves as guarantor for these structured securities. Valuation dates occur monthly, and autocall dates begin after the first six months of the security's life. If on any autocall date LTH's closing value equals or exceeds the initial underlying value, the securities are automatically redeemed at principal plus the applicable contingent coupon. The preliminary pricing supplement is dated November 4, 2026, and registration statements were filed under File Nos. 333-293732 and 333-293732-02.

The filing discloses several risk considerations. Investors are exposed to the full downside of LTH if the final underlying value falls below the 67.00% final barrier value at maturity: payment at maturity in that scenario equals $1,000 plus $1,000 multiplied by the underlying return, with no floor. The filing states that "there is no minimum payment at maturity on the securities, and you may lose up to all of your investment." No contingent coupon is paid for any valuation date on which LTH closes below the 67.00% coupon barrier value. Early redemption, while returning principal, limits the opportunity to earn additional monthly coupons.

The filing further notes that the estimated value of the securities on the pricing date will be less than the issue price, that the value prior to maturity will fluctuate based on unpredictable factors, and that the issuer and its affiliates may have conflicts of interest with investors. All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The U.S. federal tax consequences of an investment in the securities are described in the filing as "unclear."

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus presenting preliminary terms for 13-month autocallable contingent coupon securities linked to Life Time Group Holdings, Inc., including coupon mechanics, barrier levels, autocall conditions, and a summary of selected risk factors.