Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 6, 2026, disclosing preliminary terms for 2-year market-linked securities tied to the worst performer of the Russell 2000 Index (RTY) and the S&P 500 Index (SPX), with a pricing date of November 25, 2026.

Key Highlights

  • Pricing date: November 25, 2026; valuation date: November 27, 2028; maturity date: November 30, 2028.
  • Stated principal amount: $1,000 per security, with an upside participation rate of 100.00%.
  • Maximum return at maturity: 22.39% of the stated principal amount.
  • Maximum loss at maturity: $50.00 per security, equal to 5.00% of the stated principal amount.
  • Return linked to worst performer: The underlying with the lower return between RTY and SPX determines the payment at maturity.
  • CUSIP / ISIN: 17334HAC7 / US17334HAC79.
  • No interest payments: The securities do not pay interest, and they will not be listed on any securities exchange.

Preliminary Terms: Structure and Payment Mechanics for the RTY/SPX Linked Securities

According to the filing, the securities are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The return at maturity is calculated as $1,000 multiplied by the underlying return of the worst performer, multiplied by the upside participation rate of 100.00%. The worst performer is defined as the underlying index with the lowest underlying return between RTY and SPX on the valuation date. All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The filing states that if the final underlying value of the worst performer is greater than its initial underlying value, the holder receives $1,000 plus the return amount, capped at the maximum return of 22.39%. If the final underlying value of the worst performer is less than or equal to its initial underlying value, the holder receives $1,000 plus $1,000 multiplied by the underlying return of the worst performer, with losses capped at $50.00 per security (5.00% of the stated principal amount). The filing includes hypothetical examples: a worst-performer return of 22.39% yields a payment of $1,223.90, while a return of -25.00% yields $950.00, reflecting the downside cap.

The filing identifies several risk considerations, including that the securities are subject to the credit risk of both entities, will not be listed on any securities exchange, and that "the estimated value of the securities on the pricing date will be less than the issue price." The filing also notes that the securities carry "heightened risk because they have multiple underlyings" and that all payments depend on the closing value of the worst performer on a single valuation day. Investors will not receive dividends or hold any rights with respect to the underlying indices.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for 2-year market-linked securities linked to the worst of RTY and SPX, with a 22.39% return cap, a 5.00% maximum loss limit, $1,000 stated principal, and a maturity date of November 30, 2028. The offering is guaranteed by Citigroup Inc.