Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (NYSE:C), filed a free writing prospectus on October 26, 2026, for 1.5-Year Autocallable Contingent Coupon Securities linked to the worst performing of three equity indexes: the Dow Jones Industrial Average (INDU), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX).

Key Highlights

  • Pricing date: November 6, 2026, with a maturity date of May 11, 2028, giving the securities an approximate 1.5-year term.
  • Contingent coupon rate: 10.65% per annum, paid quarterly, only if no coupon barrier event has occurred during the related observation period.
  • Coupon and knock-in barrier: Set at 75.00% of each underlying's initial value; a barrier breach on any single trading day can eliminate the coupon or expose principal.
  • Autocall feature: Securities are automatically redeemed at $1,000 principal plus any applicable coupon if the worst performing underlying closes at or above its initial value on any quarterly potential autocall date, beginning after six months.
  • Principal at risk: If a knock-in event has occurred and the worst performing underlying finishes below its initial value at maturity, investors lose 1% of principal for every 1% decline, with no minimum payment.
  • CUSIP / ISIN: 17334DN32 / US17334DN324.
  • Stated principal amount: $1,000 per security.

Structure and Payment Terms of the October 2026 Offering

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of these structured securities, with all payments guaranteed by its parent, Citigroup Inc. The securities link investor returns to the worst performing of three broad U.S. equity indexes. The contingent coupon of 10.65% per annum is paid on a quarterly basis, but only if the closing value of every underlying index remains at or above 75.00% of its initial value on every trading day throughout the related observation period. If any one index closes below that threshold on even a single day, the coupon for that period is forfeited entirely.

The filing describes an automatic early redemption mechanism activated on quarterly observation period end-dates starting after six months. If, on any such date, the worst performing underlying closes at or above its initial value, the securities are called and investors receive $1,000 plus any applicable contingent coupon. If the securities are not called and reach final valuation on May 8, 2028, the payment depends on whether a knock-in event occurred. The filing states that if no knock-in event occurred, investors receive $1,000 regardless of index performance. If a knock-in event did occur and the worst performing underlying has declined, investors are fully exposed to that decline with no floor, potentially receiving nothing.

The filing further notes that the estimated value of the securities on the pricing date will be less than the issue price, that the securities will not be listed on any exchange, and that all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The filing identifies registration statement file numbers 333-293732 and 333-293732-02 with the SEC.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus disclosing preliminary terms for autocallable contingent coupon securities maturing May 11, 2028, linked to INDU, RTY, and SPX, with a 10.65% per annum contingent coupon and a 75.00% barrier level for both coupons and principal protection.