Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 4, 2026, disclosing preliminary terms for 13-month autocallable contingent coupon securities linked to the Invesco QQQ Trust, Series 1, with a pricing date of November 20, 2026, and a maturity date of December 23, 2027.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. is the guarantor of all payments on the securities.
  • Contingent coupon rate: 9.75% per annum, paid monthly, only if the closing value of the underlying on the related valuation date is greater than or equal to 85.00% of the initial underlying value.
  • Automatic early redemption: Securities are automatically called at principal plus the related contingent coupon if, on any monthly autocall date beginning after six months, the closing value of the underlying is greater than or equal to the initial underlying value.
  • Barrier at maturity: If the final underlying value is less than 85.00% of the initial underlying value, investors receive underlying shares (or cash at the issuer's election) rather than principal, which the filing states could be "worth significantly less than the stated principal amount" or possibly nothing.
  • Stated principal amount: $1,000 per security; CUSIP 17334DD82 / ISIN US17334DD820.
  • No exchange listing: The filing states the securities will not be listed on any securities exchange, and investors may not be able to sell them prior to maturity.
  • Estimated value disclosure: According to the filing, the estimated value of the securities on the pricing date will be less than the issue price.

Preliminary Terms of the QQQ-Linked Autocallable Securities

According to the free writing prospectus filed November 4, 2026, Citigroup Global Markets Holdings Inc. is offering 13-month autocallable contingent coupon securities linked to the Invesco QQQ Trust SM, Series 1 (ticker: "QQQ"). The securities carry a stated principal amount of $1,000 per security and are priced on November 20, 2026, with valuation dates occurring monthly through the final valuation date preceding the December 23, 2027 maturity date. All payments are subject to the credit risk of both the issuer and Citigroup Inc. as guarantor.

The contingent coupon of 9.75% per annum is payable monthly only on valuation dates where the closing value of QQQ meets or exceeds the coupon barrier value of 85.00% of the initial underlying value. The filing states that investors "are not assured of receiving any contingent coupon." Automatic early redemption may occur on any monthly autocall date beginning after six months if the underlying closes at or above its initial value, returning principal plus the applicable contingent coupon but limiting further coupon participation.

If the securities are not redeemed early and the final underlying value falls below the final barrier value of 85.00% of the initial underlying value, investors receive a fixed number of underlying shares equal to the equity ratio, or cash at the issuer's sole discretion, rather than the $1,000 principal. The filing explicitly states there is "no minimum payment at maturity" and that investors "may lose up to all" of their investment. The filing also notes that U.S. federal tax consequences of an investment in the securities are described as "unclear."

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for autocallable contingent coupon securities linked to QQQ, specifying a 9.75% per annum coupon, an 85.00% barrier, monthly autocall eligibility after six months, a $1,000 stated principal, and a December 23, 2027 maturity date.