Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on October 30, 2026, disclosing preliminary terms for 1.5 Year Enhanced Barrier Digital Securities linked to the worst of the Nasdaq-100 Index, the Russell 2000 Index, and the S&P 500 Index.

Key Highlights

  • Digital return amount: 12.15% of the stated principal amount, payable if the worst performer finishes at or above its final barrier value.
  • Final barrier value: 70.00% of each underlying's initial underlying value, meaning each index must not fall more than 30.00% from its initial level.
  • Stated principal amount: $1,000 per security.
  • Pricing date: November 24, 2026; valuation date: May 24, 2028; maturity date: May 30, 2028.
  • CUSIP / ISIN: 17334D2Z4 / US17334D2Z48.
  • Principal at risk: If the worst performer's final value falls below its final barrier value, investors lose 1% of principal for every 1% decline of the worst performer from its initial value, with no minimum payment at maturity.
  • No exchange listing: According to the filing, "the securities will not be listed on any securities exchange" and investors may not be able to sell them prior to maturity.

Preliminary Terms and Structure of the Barrier Digital Securities

According to the filing, the securities are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The three underlyings are the Nasdaq-100 Index (ticker: "NDX"), the Russell 2000 Index (ticker: "RTY"), and the S&P 500 Index (ticker: "SPX"). The payment at maturity is determined solely by the performance of the worst performer, defined as the underlying with the lowest underlying return measured from its initial closing value on the pricing date to its final closing value on the valuation date.

The filing discloses two distinct payment scenarios. If the worst performer's final underlying value is greater than or equal to its final barrier value of 70.00% of its initial value, investors receive $1,000 plus the digital return amount of 12.15%, equaling $1,121.50 per security. If the worst performer's final underlying value falls below that 70.00% barrier, investors receive $1,000 plus $1,000 multiplied by the worst performer's underlying return, exposing them to full downside participation with no floor. The filing states there is "no minimum payment at maturity on the securities, and you may lose up to all of your investment."

The filing also notes that the actual digital return amount will be determined on the pricing date of November 24, 2026, and that "the estimated value of the securities on the pricing date will be less than the issue price." The securities do not pay interest and investors have no dividend rights with respect to the underlyings. All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The filing references registration statements 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-performing of three major equity indexes, with a 12.15% digital return if a 30.00% barrier holds, and full downside exposure below that level, with no principal protection and no exchange listing.