Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 2, 2026, disclosing preliminary terms for 1.5-year buffer securities linked to the worst of the Russell 2000 Index (RTY) and the S&P 500 Index (SPX), with a pricing date of November 24, 2026.

Key Highlights

  • Structure: Securities are linked to the worst performer of RTY and SPX, with a stated principal amount of $1,000 per security.
  • Upside participation rate: 120.00%, subject to a maximum return at maturity of 21.00%.
  • Buffer protection: A 15.00% buffer percentage applies; losses begin only when the worst performer depreciates more than 15.00% from its initial underlying value.
  • Key dates: Pricing date is November 24, 2026; valuation date is May 24, 2028; maturity date is May 30, 2028.
  • No interest payments: According to the filing, "the securities do not pay interest."
  • No exchange listing: The filing states the securities will not be listed on any securities exchange.
  • Credit risk: All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Preliminary Terms for Citigroup's Worst-of Buffer Securities Due May 2028

Citigroup Global Markets Holdings Inc. disclosed preliminary terms for a structured note offering through a free writing prospectus filed pursuant to Rule 433. The securities are linked to two equity indexes: the Russell 2000 Index (ticker: RTY) and the S&P 500 Index (ticker: SPX). The "worst performer" is defined in the filing as "the underlying with the lowest underlying return," and payment at maturity is determined solely by that index's performance.

According to the filing, if the final underlying value of the worst performer exceeds its initial underlying value, investors receive $1,000 plus a return amount equal to $1,000 multiplied by the worst performer's underlying return and the 120.00% upside participation rate, capped at the 21.00% maximum return at maturity (a maximum payment of $1,210.00 per security). If the worst performer finishes flat or down but no more than 15.00% below its initial value, investors receive $1,000. If the worst performer falls below its final buffer value of 85.00% of its initial underlying value, investors lose 1% of stated principal for every 1% of depreciation beyond the buffer percentage.

The filing identifies several risk considerations, including that "the securities are subject to heightened risk because they have multiple underlyings" and that "all that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly." The estimated value of the securities on the pricing date will be less than the issue price, according to the filing. The CUSIP is 17334DW73 and the ISIN is US17334DW739. Registration statement file numbers cited are 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for 1.5-year buffer securities linked to the worst of RTY and SPX, featuring a 120.00% upside participation rate, a 21.00% maximum return, a 15.00% buffer, and a maturity date of May 30, 2028.