Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 12, 2026, disclosing terms for Market Linked Securities auto-callable with contingent downside principal at risk linked to the S&P 500 Index, due November 15, 2028.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. fully and unconditionally guarantees the securities.
  • Stated principal amount: $1,000 per security, with denominations in any integral multiple of $1,000.
  • Call premium schedule: Seven call dates from May 17, 2027 through November 13, 2028, with call premiums ranging from at least 4.675% to at least 18.70% of stated principal.
  • Threshold value: 80% of the starting value; investors bear full downside exposure below that level at maturity.
  • Estimated value: At least $926.50 per security on the pricing date, below the $1,000 public offering price, according to the filing.
  • Agent discount: Up to 1.775%, with a selling concession of 1.50% available to dealers and a distribution expense fee of 0.075% available to Wells Fargo Advisors.
  • CUSIP / ISIN: 17334HBJ1 / US17334HBJ14.

Terms of the Citigroup Auto-Callable S&P 500-Linked Securities

According to the filing, Citigroup Global Markets Holdings Inc. plans a pricing date of November 13, 2026, and an issue date of November 17, 2026, both subject to change. The securities are linked to the closing value of the S&P 500 Index on specified call dates and on the final calculation day, November 13, 2028. If the index closes at or above the starting value on any call date, the securities are automatically called and investors receive $1,000 plus the applicable call premium. The filing states that the call premium will be at least 4.675% for the first call date and increases to at least 18.70% if the securities remain outstanding through the final calculation day.

If the securities are not called and the ending value is at or above the threshold value of 80% of the starting value, investors receive $1,000 at maturity, the filing discloses. However, if the ending value falls below the threshold value, investors receive $1,000 multiplied by the performance factor, which is the ending value divided by the starting value. The filing states explicitly that investors "will have full downside exposure to the decrease in the value of the underlying from the starting value and you will receive significantly less than the stated principal amount of your securities, and possibly nothing, at maturity."

The filing notes that the estimated value of the securities, based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, is expected to be at least $926.50 per security on the pricing date, which is less than the public offering price. The securities will not be listed on any securities exchange. Citigroup Global Markets Inc. (CGMI), an affiliate of the issuer, serves as calculation agent. Registration statement file numbers cited are 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus disclosing terms for auto-callable, principal-at-risk securities linked to the S&P 500 Index, with a maturity date of November 15, 2028, an estimated value below the offering price, and a threshold value set at 80% of the starting value.