Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 4, 2026, disclosing preliminary terms for Equity Linked Securities linked to the worst of the S&P 500 Index and the Russell 2000 Index, with a pricing date of November 25, 2026, and maturity of December 31, 2027.

Key Highlights

  • Coupon rate: Approximately 10.00% per annum, paid monthly, according to the filing.
  • Underlyings: The securities are linked to the worst performer of the S&P 500 Index (SPX) and the Russell 2000 Index (RTY).
  • Knock-in level: 75% of each underlying's initial value; a knock-in event occurs if the closing value of the worst performer falls below that level on any scheduled trading day during the observation period.
  • Stated principal amount: $1,000 per security.
  • Principal at risk: If a knock-in event has occurred and the worst performer finishes below its initial value, the filing states investors "will lose 1% of the stated principal amount of your securities for every 1% by which the worst performer on the valuation date has declined from its initial underlying value," with no minimum payment at maturity (excluding the final coupon payment).
  • Listing: The filing states "the securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity."
  • CUSIP / ISIN: 17334D6X5 / US17334D6X53.

Preliminary Terms for Citigroup Worst-of Linked Notes Maturing December 2027

According to the free writing prospectus, Citigroup Global Markets Holdings Inc. is the issuer of these Equity Linked Securities, with Citigroup Inc. serving as guarantor. The pricing date is set for November 25, 2026, with the valuation date on December 28, 2027, and a maturity date of December 31, 2027. The securities carry a coupon of approximately 10.00% per annum paid monthly. The stated principal amount is $1,000 per security.

The filing describes three maturity scenarios. If the worst performer's final underlying value is greater than or equal to its initial underlying value, investors receive $1,000 plus the final coupon. The same $1,000 principal applies if the worst performer finishes below its initial value but no knock-in event has occurred. However, if the worst performer finishes below its initial value and a knock-in event has occurred, the payment equals "$1,000 + ($1,000 x the underlying return of the worst performer on the valuation date)," which the filing notes could result in investors receiving "less than the stated principal amount" or "possibly nothing." The hypothetical payment table in the filing shows that at a negative 100.00% underlying return with a knock-in event, the payment would be $8.333 per security.

The filing lists several risk considerations, including that "the securities offer downside exposure to the worst performer, but no upside exposure to any underlying," and that "all that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly." The filing also states that "the estimated value of the securities on the pricing date is less than the issue price." The securities are described as unsecured debt obligations subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. 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 structured notes linked to the worst of the SPX and RTY indexes, offering a 10.00% annual coupon with a 75% knock-in threshold, $1,000 stated principal, and a maturity date of December 31, 2027. Principal is not guaranteed in all scenarios.