Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 2, 2026, for 1.5-year Dual Directional Buffer Securities linked to the worst of the Dow Jones Industrial Average and the Russell 2000 Index, with a pricing date of November 24, 2026.

Key Highlights

  • Underlyings: The securities are linked to the worst performer of the Dow Jones Industrial Average (ticker: "INDU") and the Russell 2000 Index (ticker: "RTY").
  • Participation rate: 120.00% on the underlying return of the worst performer, subject to a maximum upside return of $142.50 per security (14.25% of the $1,000 stated principal amount).
  • Buffer: A 15.00% buffer applies, with a final buffer value set at 85.00% of each underlying's initial underlying value.
  • Dual directional feature: If the worst performer declines but remains at or above its final buffer value, investors receive $1,000 plus the absolute return amount based on the absolute value of the underlying return times the participation rate.
  • Maturity and valuation: The valuation date is May 24, 2028, and the maturity date is May 30, 2028, representing an approximately 1.5-year term from the November 24, 2026 pricing date.
  • No interest payments: According to the filing, "the securities do not pay interest."
  • Credit risk: "All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc."

Structure and Payment Terms of the Citigroup Dual Directional Buffer Securities

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of the securities, with Citigroup Inc. acting as guarantor. The securities carry a stated principal amount of $1,000 per security and are identified by CUSIP 17334DV90 / ISIN US17334DV905. The preliminary pricing supplement is dated November 2, 2026, with a pricing date set for November 24, 2026.

The filing describes three distinct payment scenarios at maturity. If the final underlying value of the worst performer is greater than or equal to its initial underlying value, investors receive $1,000 plus an upside return amount calculated as $1,000 multiplied by the underlying return of the worst performer multiplied by the 120.00% participation rate, capped at the $142.50 maximum upside return. If the worst performer falls below its initial underlying value but remains at or above 85.00% of that value, investors receive $1,000 plus an absolute return amount, also calculated using the 120.00% participation rate applied to the absolute value of the decline. If the worst performer falls below its final buffer value, the filing states investors "will lose 1% of the stated principal amount of your securities at maturity for every 1% by which that depreciation exceeds the buffer percentage."

The filing highlights several risk considerations. The securities will not be listed on any securities exchange and may not be saleable prior to maturity. The estimated value on the pricing date will be less than the issue price, as noted in the filing. The filing also flags that "the U.S. federal tax consequences of an investment in the securities are unclear," and that the issuer and its affiliates "may have conflicts of interest" with investors. Registration statements have been filed with the SEC under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for 1.5-year Dual Directional Buffer Securities linked to the worst of two equity indexes, detailing payment mechanics, a 15.00% buffer, a 120.00% participation rate, a 14.25% maximum upside return, and key risk factors including credit risk and illiquidity.